Note: This document has been translated from a part of the Japanese original for reference purposes only. In the event ofany discrepancy between this translated document and the Japanese original, the original shall prevail.

Securities Code: 6640
March 8, 2024
To our shareholders:
Takaharu Tsuchiyama,
Representative Director and President

I-PEX Inc.
12-4, Negoro, Momoyama-cho,
Fushimi-ku, Kyoto

Notice of the 61st Annual General Meeting of Shareholders
We are pleased to announce that the 61st Annual General Meeting of Shareholders of I-PEX Inc. (the“Company”) will be held as indicated below.
When convening this General Meeting of Shareholders, the Company takes measures for providing
information that constitutes the content of Reference Documents for the General Meeting of Shareholders,etc. (matters for which measures for providing information in electronic format are to be taken) inelectronic format, and posts this information on the following websites. Please access either of thesewebsites using the Internet address shown below to review the information.
[The Company’s website]
https://corp.i-pex.com/ja/ir/meeting (in Japanese only)(Please access the above website and select “Notice of the 61st Annual General Meeting of Shareholders”
to review the information.)[Website with materials for the General Meeting of Shareholders]
https://d.sokai.jp/6640/teiji/ (in Japanese only)
If you are unable to attend the meeting in person, you may exercise your voting rights using one of
the following methods. In that case, please review the Reference Documents for the General Meetingof Shareholders and exercise your voting rights.
[Exercise of voting rights via the Internet, etc.]
Please access the dedicated website for exercising voting rights (https://evote.tr.mufg.jp/) (in Japanese only)and enter your vote of approval or disapproval for each proposal in accordance with the instructions on thescreen by 5:30 p.m. on Wednesday, March 27, 2024 (JST).
[Exercise of voting rights in writing (by mail)]
Please indicate your approval or disapproval for each proposal on the voting form that was sent together withthis convocation notice and return the form to us so that it arrives no later than 5:30 p.m. on Wednesday,
March 27, 2024 (JST).

- 1 -1. Date and Time:
2. Venue:

Thursday, March 28, 2024 at 9:30 a.m. (JST) (The reception will start at 8:30
a.m. (JST))(Please note that the opening time this year is different from last year.)
THE THOUSAND KYOTO, 1F, Main Banquet Room “Kacho”
570 Higashi Shiokoji-cho, Shimogyo-ku, Kyoto

3. Purpose of the Meeting
Matters to be reported:
1. The Business Report, the Consolidated Financial Statements, and report on the
result of the audit by the Financial Auditor and Audit & Supervisory
Committee on the Consolidated Financial Statements for the 61st term
(January 1, 2023 to December 31, 2023)
2. Report on the Non-consolidated Financial Statements for the 61st term
(January 1, 2023 to December 31, 2023)
Matters to be resolved:
Proposal No. 1 Appropriation of Surplus
Proposal No. 2 Partial Amendments to the Articles of Incorporation
Proposal No. 3 Election of Five (5) Directors (Excluding Directors Who Are Audit &Supervisory Committee Members)
Proposal No. 4 Election of Two (2) Directors Who Are Audit & Supervisory Committee
Members► Matters Regarding Attendance of the Annual General Meeting of Shareholders
If you attend the meeting in person, please present the voting form that was sent together with thisconvocation notice at the reception desk upon your arrival at the meeting.
► Other Matters Relating to This Notice
If revisions to the matters for which measures for providing information in electronic format are to betaken arise, a notice of the revisions and the details of the matters before and after the revisions will be
posted on each of the aforementioned websites.
► Matters Not Provided in Documents Delivered to Shareholders Who Have Requested Delivery ofPaper-Based Documents
Among matters for which measures for providing information in electronic format are to be taken, thefollowing matters are not provided in the documents delivered to shareholders who have requested thedelivery of paper-based documents as provided for by the provisions of laws and regulations andArticle 15, Paragraph 2 of the Articles of Incorporation of the Company. Accordingly, the documentsthat are delivered to shareholders who have requested the delivery of paper-based documents are part ofthe documents included in the scope of audits by the Financial Auditor and the Audit & Supervisory
Committee when they create their respective audit reports.
(i) Business Report:
Systems and Policies of the Company(ii) Consolidated Financial Statements:
Consolidated Statement of Changes in Equity, Basis ofPreparation of Consolidated Financial Statements, andOther Notes(iii) Non-consolidated Financial Statements: Non-consolidated Statement of Changes in Equity,
Significant Accounting Policies, and Other Notes* The data provided at each website above includes all matters, including the matters not provided in
the documents delivered to shareholders who have requested delivery of paper-based documents.
► Notice on Discontinuation of Sending Notice of Resolutions
The results of the resolution of the meeting will be posted on our website after the meeting and will not
be sent in writing.
https://corp.i-pex.com/ja/ir/meeting (in Japanese only)- 2 -Reference Documents for the General Meeting of Shareholders
Proposals and Reference Information
Proposal No. 1

Appropriation of Surplus

Regarding the distribution of profits, the Company’s basic policy is to pay dividends that give consideration
to linking to performance in order to realize active shareholder returns and, at the same time, to secure theinternal reserves necessary for future business development and strengthen the management structure.
With regard to the year-end dividends and the appropriation of the surplus, after comprehensively taking
into account the factors including the performance for the current fiscal year, future business expansion, as
well as the Company’s financial position, the Company proposes the following.
1. Year-end dividends(1) Allotment of dividend property to shareholders and their aggregate amount¥20 per common share of the Company
Aggregate amount: ¥371,012,120
Including the interim dividend of ¥20 per share, the annual dividend for the current fiscal year willbe ¥40 per share.
(2) Effective date of dividends of surplus
March 29, 2024
2. Other appropriation of surplus(1) Item of surplus to be decreased and amount of decrease
General reserve:¥2,000,000,000(2) Item of surplus to be increased and amount of increase
Retained earnings brought forward:¥2,000,000,000- 3 -Proposal No. 2

Partial Amendments to the Articles of Incorporation

1. Reason for the Amendments
The Company proposes to increase the maximum number of Directors who are Audit & Supervisory
Committee Members by one, thereby amending the limit from a maximum of four to a maximum offive, with the aims of strengthening the supervisory function of the Board of Directors and further
enhancing its corporate governance system, while also setting the stage for promoting businessdevelopment as well as enhancing and strengthening the foundation of its management going forward.
(Article 19 of the current Articles of Incorporation)
2. Details of the amendments
Details of the amendments are as follows:(Underlined portions indicate amendments.)
Current Articles of Incorporation
Chapter IV
Directors, Board of Directors, and Executive Officers(Number)
Article 19
1. The Company shall have not more than fifteen (15)Directors who are not serving as Audit & Supervisory
Committee Members.
2. The Company shall have not more than four (4)Directors serving as Audit & Supervisory Committee
Members.

Proposed Amendments
Chapter IV
Directors, Board of Directors, and Executive Officers(Number)
Article 19
1. The Company shall have not more than fifteen (15)Directors who are not serving as Audit & Supervisory
Committee Members.
2. The Company shall have not more than five (5)Directors serving as Audit & Supervisory Committee
Members.

- 4 -Proposal No. 3

Election of Five (5) Directors (Excluding Directors Who Are Audit & Supervisory
Committee Members)

The terms of office of all five (5) Directors (excluding Directors who are Audit & Supervisory Committee
Members; the same applies hereafter in this proposal) will expire at the conclusion of this Annual General
Meeting of Shareholders.
Therefore, the Company proposes the election of five (5) Directors.
This proposal was reviewed by the Audit & Supervisory Committee, and the committee has expressed theopinion that it did not find any matters requiring special mention.
The candidates for Director are as follows:

Candidate
No.

Name

GenderCurrent positions andresponsibilities at theCompany

Attendance atmeetings of theBoard ofDirectors in thefiscal year underreview

1

Reappointment Takaharu Tsuchiyama

Male

Representative Director andPresident

100% (13/13)

2

Reappointment Kenji Ogata

Male

3

Reappointment Akihiko Hara

4

Reappointment Reiji Konishi

5

Reappointment Atsushi Yasuoka

Director,
Senior Vice President,
R&D Division
Director,
Senior Vice President,
Male Electronic Components andDevices Division &Equipment Division
Director,
Senior Vice President,
Corporate Planning
Male
Department & Intellectual
Property and Legal
Department
Director,
Male Vice President,
Sales Division- 5 -100% (13/13)

100% (13/13)

100% (13/13)

100% (13/13)

Candidate
No.

Name
(Date of birth)

Career summary, position and responsibility in the Company,
and significant concurrent positions outside the Company
Mar. 1982

Joined the Company

Mar. 1997

Operating Director of Tool & Equipment
Dept.

June 2000

Director and Operating Director of Tool &Equipment Dept. of the Company

Mar. 2002

Operating Director of Tool & Equipment
Dept. and General Manager of R&D Dept.
Division 1

July 2003

Operating Director of Electrical Components
Division and General Manager of R&D
Dept. Division 1

Mar. 2005

Operating Director of Electrical Components
Division

Apr. 2007

Director and Chief Components Unit Officerof the Company

Apr. 2009
Attendance at meetings of theBoard of Directors in theMar. 2013
fiscal year under review
100% (13/13)
Jan. 2017

Director and Chief Automobile Components
Unit Officer of the Company

Takaharu Tsuchiyama(April 29, 1959)
Reappointment

1

Male

Number of theCompany’s
shares owned

46,100Senior Vice President and Chief Automobile
Components Unit Officer of the Company
Senior Vice President, Group Manager ofComponents Business Group, and Chief
Automobile Components Unit Officer of theCompany

Jan. 2019

Senior Vice President and Chief Sales Div.
Officer of the Company

June 2019

President and Chief Sales Div. Officer of theCompany

Jan. 2021

President of the Company

Jan. 2022

Representative Director and President(to present)[Significant concurrent positions outside the Company]
Chairman of I-PEX Precision Mold & Plastics (Shanghai)Co., Ltd.
[Reasons for nomination as candidate for Director]
Takaharu Tsuchiyama has a wealth of experience and knowledge gained through serving as Chief Officer inmultiple business units. He has shown leadership in his efforts to enhance the corporate value of the Group as
President since June 2019, and as Representative Director and President since January 2022. He has alsosufficiently fulfilled his role as a Director in making decisions on important management matters andsupervising the execution of business, and the Company has judged that he is a suitable candidate for Director
to realize the sustainable growth of the Group.

- 6 -Candidate
No.

Name
(Date of birth)

Kenji Ogata(April 2, 1958)
Reappointment

2

Career summary, position and responsibility in the Company,
and significant concurrent positions outside the Company
Nov. 1983

Joined the Company

Mar. 1998

Operating Director of Production Technology
Division

June 2001

Director and General Manager of R&D Dept.
Division 1 of the Company

Mar. 2002

Operating Director of Semiconductor
Equipment Division and General Manager of
R&D Dept. Division 3

Mar. 2005

Operating Director of Semiconductor
Equipment Division

Apr. 2007

Director and Chief Equipment Unit Officerof the Company

Sept. 2010

Director, Deputy Supervisor on Business,
and Chief R&D Div. Officer of the Company

Attendance at meetings of theMar. 2013
Board of Directors in thefiscal year under review
100% (13/13)
Apr. 2013
Male

Number of theCompany’s
shares owned

43,200Senior Vice President, Deputy Supervisor on
Business, and Chief R&D Div. Officer of theCompany
Senior Vice President, Chief R&D Div.
Officer, and in charge of Precision
Components Dept. and Equipment Dept. of
the Company

Jan. 2015

Senior Vice President and Chief R&D Div.
Officer of the Company

Jan. 2021

Senior Vice President and R&D Div. Directorof the Company

Jan. 2022

Director, Senior Vice President, R&D
Division of the Company(to present)[Reasons for nomination as candidate for Director]
Kenji Ogata has a wealth of experience and knowledge gained through serving as Chief Officer and Chief
R&D Div. Officer. Since January 2022, he has demonstrated his management skills as Director and Senior Vice
President, R&D Division. He has also sufficiently fulfilled his role as a Director in making decisions onimportant management matters and supervising the execution of business, and the Company has judged that heis a suitable candidate for Director to realize the sustainable growth of the Group.

- 7 -Candidate
No.

Name
(Date of birth)

Career summary, position and responsibility in the Company,
and significant concurrent positions outside the Company
Aug. 1985

Joined the Company

Mar. 2007

Operating Director of Electronic Components& Devices Div. of Connector Unit of theCompany

Jan. 2012

Operating Director of Electronic Components& Devices Div. of I-PEX Unit of theCompany

Mar. 2012

Director and Operating Director of Electronic
Components & Devices Div. of I-PEX Unit of
the Company

Jan. 2017

Director and Deputy Chief I-PEX Unit
Officer of the Company

Akihiko Hara
(August 22, 1963)
Reappointment

3

Attendance at meetings of the Jan. 2019
Board of Directors in the
Apr. 2020
fiscal year under review
100% (13/13)
Jan. 2021
Male

Director and Chief Connector Unit Officer of
the Company

Jan. 2022

Director, Managing Executive Officer, andOperating Director of Electronic
Components & Devices Div. of the Company

Jan. 2024

Director, Senior Vice President, Electronic
Components and Devices Division &Equipment Division of the Company(to present)

Number of theCompany’s
shares owned

9,300

Senior Vice President and Chief Connector
Unit Officer of the Company
Senior Vice President and Operating Directorof Electronic Components & Devices Div. of
the Company[Reasons for nomination as candidate for Director]
Akihiko Hara has a wealth of experience and knowledge gained through overseeing production operations as
Operating Director of Electronic Components & Devices Div. Since January 2022, he has demonstrated his
management skills as Director and Senior Vice President. He has also sufficiently fulfilled his role as a Director
in making decisions on important management matters and supervising the execution of business, and theCompany has judged that he is a suitable candidate for Director to realize the sustainable growth of the Group.

- 8 -Candidate
No.

Name
(Date of birth)

Reiji Konishi(September 1, 1971)
Reappointment

4

Career summary, position and responsibility in the Company,
and significant concurrent positions outside the Company
July 1996

Joined the Company

Dec. 2003

Seconded to I-PEX Co., Ltd. (currently theCompany)

Jan. 2014

General Manager of Marketing Dept. ofSales Div. of I-PEX Unit of the Company

Jan. 2017Marketing Div. Director of the Company

Jan. 2018

Executive Officer and Marketing Div.
Director of the Company

Jan. 2021

Executive Officer and Corporate Planning
Director of the Company

Attendance at meetings of theMar. 2021
Board of Directors in thefiscal year under review
Jan. 2022
100% (13/13)
Male

Director and Corporate Planning Director of
the Company

Number of theCompany’s
shares owned

101,900

Director, Executive Officer, and Corporate
Planning Div. Director of the Company

Apr. 2023

Director, Managing Executive Officer, andCorporate Planning Div. Director of theCompany

Jan. 2024

Director, Senior Vice President, Corporate
Planning Department & Intellectual Property
and Legal Department of the Company(to present)[Reasons for nomination as candidate for Director]
Reiji Konishi has a wealth of experience and knowledge gained as the person in charge of the Sales
Department and Corporate Planning Department. Since April 2023, he has demonstrated his skills in businessdevelopment as a Director and Senior Vice President. He has also sufficiently fulfilled his role as a Director in
making decisions on important management matters and supervising the execution of business, and theCompany has judged that he is a suitable candidate for Director to realize the sustainable growth of the Group.

- 9 -Candidate
No.

Name
(Date of birth)

Career summary, position and responsibility in the Company,
and significant concurrent positions outside the Company
May 2005

Joined I-PEX Co., Ltd. (currently theCompany)

May 2007General Manager of International Business
Dept. of Sales Div. of I-PEX Co., Ltd.

Jan. 2012

Joined the Company
General Manager of International Business
Dept. of Sales Div. of I-PEX Unit of theCompany

Apr. 2013

Sales Div. Director of I-PEX Unit of theCompany

Atsushi Yasuoka(November 27, 1965)
Reappointment

5

Attendance at meetings of the Jan. 2015
Board of Directors in thefiscal year under review
Jan. 2019100% (13/13)

Executive Officer and Sales Div. Director of
I-PEX Unit of the Company

Jan. 2021

Executive Officer and Sales Div. Director of
the Company

May. 2023

Director, Vice President, Sales Div. Directorof the Company

Jan. 2024

Director, Vice President, Sales Division of
the Company(to present)

Male

Number of theCompany’s
shares owned

3,500

Executive Officer and Sales Div. Director of
Sales Div. of the Company[Reasons for nomination as candidate for Director]
Atsushi Yasuoka has a wealth of experience and knowledge gained through overseeing sales activities in Japanand abroad as the person in charge of Sales Div. Since March 2023, he has demonstrated his skills in businessdevelopment as a Director and Vice President. He has also sufficiently fulfilled his role as a Director in making
decisions on important management matters and supervising the execution of business, and the Company has
judged that he is a suitable candidate for Director to realize the sustainable growth of the Group.
Notes:

1. There is no special interest between any of the candidates for Director and the Company.
2. The Company has entered into a directors and officers liability insurance policy with an insurance company asprovided for in Article 430-3, paragraph (1) of the Companies Act. This insurance policy covers costs, etc. forcompensation for damages or litigation incurred by insured persons in connection to the execution of theirduties. However, the Company take measures to ensure that execution of duties by directors and officers does
not cease to be appropriate by excluding, from compensation, damages done to a director or officer who
committed a criminal act deliberately.
The candidates will be included as insured persons in the insurance policy, and the Company plans to renew theinsurance policy. The Company will bear the full amount of the insurance fees.

- 10 -

Proposal No. 4

Election of Two (2) Directors Who Are Audit & Supervisory Committee Members

In seeking to increase the number of Directors who are Audit & Supervisory Committee Members by two
in order to strengthen its auditing system, the Company proposes the election of two (2) Directors who are
Audit & Supervisory Committee Members contingent upon the approval and adoption of Proposal No. 2“Partial Amendments to the Articles of Incorporation” as originally proposed.
In addition, the consent of the Audit & Supervisory Committee has been obtained for this proposal.
Candidates for the role of Director who is an Audit & Supervisory Committee Member are as follows:

Candidate
No.

Attendance at
Current
meetings of thepositions andBoard of
Genderresponsibilities Directors in theat the Company
fiscal year
under review

Name

Attendance atmeetings of the
Audit &
Supervisory
Committee inthe fiscal year
under review

New candidate

1

Outside Director
Independent Director

Emiko Suda

Female－－－Eiko Shiraume

Female－－－New candidate

2

Outside Director
Independent Director- 11 -

Candidate
No.

Name
Date of birth

Career summary, position and responsibility in the Company,
and significant concurrent positions outside the Company
Sept. 1983

Joined Nihon Radiator Co., Ltd. (currently
Marelli Corporation)

Apr. 2000

Sales Division of Calsonic Kansei
Corporation (currently Marelli Corporation)

Apr. 2008

Vice President of Sales Division of CalsonicKansei Corporation (currently Marelli
Corporation)

Apr. 2012

Vice President of Sales Division of CalsonicKansei Corporation (currently Marelli
Corporation) and Part-time Director of CKSALES Co., Ltd. (currently Marelli
Aftersales Co., Ltd.)

Attendance at meetings of the Apr. 2017
Board of Directors in thefiscal year under review－

Vice President of Sales Division of CalsonicKansei Corporation (currently Marelli
Corporation) and Representative Director
and President of CK SALES Co., Ltd.
(currently Marelli Aftersales Co., Ltd.)

Emiko Suda
(December 27, 1959)
New candidate
Candidate for
Outside Director
Independent Director

1

Number of
the Company’s
shares owned－

Attendance at meetings of the Oct. 2019
Vice President of Sales Division of Marelli
Audit & Supervisory
Corporation and Representative Director andCommittee in the fiscal year
President of Marelli Aftersales Co., Ltd.
under review(to present)－[Significant concurrent positions outside the Company]
FemaleVice President of Sales Division of Marelli Corporation
Representative Director and President of Marelli Aftersales
Co., Ltd.
（Resignation from each of the aforementioned positions isslated for March 31, 2024）[Reasons for nomination as candidate for outside Director who is an Audit & Supervisory Committee Member]
The Company has judged that Emiko Suda is a suitable candidate for outside Director who is an Audit &Supervisory Committee Member because she is expected to supervise and audit the execution of business in an
appropriate and fair manner, given her keen insight and extensive knowledge based on her wealth of experiencein the automotive parts industry over many years.

- 12 -

Candidate
No.

Name
Date of birth

Career summary, position and responsibility in the Company,
and significant concurrent positions outside the Company
Apr. 1987

Joined The Long-Term Credit Bank of Japan,
Limited (currently SBI Shinsei Bank,
Limited)

Sept. 1991

Joined Aso Juku Educational Foundation

Jan. 2000

Established Le reve, Representative(to present)

June 2006

Outside Audit & Supervisory Board Memberof Biz Navi & Company, Inc.

Apr. 2012Retired from Biz Navi & Company, Inc.
(to present)

Eiko Shiraume(January 29, 1967)
New candidate
Candidate for
Outside Director
Independent Director

Attendance at meetings of the[Significant concurrent positions outside the Company]
Board of Directors in thefiscal year under review
Representative of Le reve－2

Number of
the Company’s
shares owned－

Attendance at meetings of the
Audit & Supervisory
Committee in the fiscal year
under review－
Female[Reasons for nomination as candidate for outside Director who is an Audit & Supervisory Committee Member]
Although Eiko Shiraume has not been involved in corporate management in the past other than by means ofserving as an Outside Audit & Supervisory Board Member in the past, the Company has judged that Eiko
Shiraume is a suitable candidate for outside Director who is an Audit & Supervisory Committee Member
because she is expected to supervise and audit the execution of business in an appropriate and fair manner,
given her keen insight and extensive knowledge gained through the consulting activities involving humanresources development and corporate culture transformation over many years.

Notes:

1. Emiko Suda serves as Vice President of the Sales Division of Marelli Corporation and Representative Director andPresident of Marelli Aftersales Co., Ltd. While there are transactional relationships between the Group and theMarelli Group, the monetary sizes of the transactions account for less than 1% of the consolidated net sales of boththe Group and the Marelli Group. As neither amount exceeds 2% of the consolidated net sales stipulated in the
Company’s “Independence Standards for Outside Directors,” the Company has judged that this does not impact
her independence. Emiko Suda is slated to resign from her positions as both Vice President of the Sales Divisionof Marelli Corporation and Representative Director and President of Marelli Aftersales Co., Ltd., effective March
31, 2024.
2. There is no special interest between Eiko Shiraume and the Company.
3. Emiko Suda and Eiko Shiraume are new candidates for Outside Director.
4. If the election of Emiko Suda and Eiko Shiraume is approved, pursuant to the provisions of Article 427, paragraph(1) of the Companies Act, the Company plans to enter into an agreement with them to limit their liability fordamages as prescribed in Article 423, paragraph (1) of the same Act.
The maximum amount of liability for damages under this agreement is the amount provided for under laws andregulations.
5. The Company has entered into a directors and officers liability insurance policy with an insurance company asprovided for in Article 430-3, paragraph (1) of the Companies Act. This insurance policy covers costs, etc. forcompensation for damages or litigation incurred by insured persons in connection to the execution of their duties.
However, the Company take measures to ensure that execution of duties by directors and officers does not cease
to be appropriate by excluding, from compensation, damages done to a director or officer who committed acriminal act deliberately. The candidates will be included as insured persons in the insurance policy, and theCompany plans to renew the insurance policy. The Company will bear the full amount of the insurance fees.
6. Emiko Suda and Eiko Shiraume meet the requirements for independent officers based on the regulations of Tokyo
Stock Exchange, Inc. The Company plans to designate them as independent officers upon the approval of their
appointment.

- 13 -

[Reference] Composition of the Board of Directors After Election and Skill Matrix
If Proposal 3 and Proposal 4 are approved and adopted at this general meeting as originally proposed, theBoard of Directors of the Company will consist of five (5) internal Directors and five (5) Outside Directors(including two (2) women), and the proportion of Independent Outside Directors on the Board of Directors
will be one-half or higher (five out of ten persons). In addition, the specialties and experiences that will be
particularly expected of each Director are as follows.
At this point in time, the Company has selected and determined knowledge and experience related to thebusiness characteristics and issues of the Company as skills that it particularly expects of Directors in orderto achieve its management strategies, as shown in the table below. Through each Director having a goodbalance of these skills, and based also on the perspective of ensuring diversity and securing an appropriate
number of members, the Company will endeavor to ensure that the Board of Directors as a whole has acomposition that enables it to demonstrate effectiveness.
(Reference) Skills Matrix
Independent
Officer

Gender
M

Kenji
Ogata

‐

M

Akihiko
Hara

‐

M

Reiji
Konishi‐M

AtsushiYasuoka‐M

Junichi
Hashiguchi
Shuji
NiwanoYoichiWakasugi
Emiko
Suda (*)
Eiko
Shiraume (*)

○
○
○
○
○

Outside‐Audit &
Supervisory
Committee

Takaharu
Tsuchiyama

Name

○ ○ M
○ ○ M
○ ○ M
○ ○ F
○ ○ F

Specialties and experiences particularly expectedManagement ofcorporate
operations

●
●
●
●
●
●
●

Globalexperience●●●

Finance,accounting,and Legal
affairs●

Sales andmarketing

Manufacturing
anddevelopment

●
●

●
●
●

●
●
●

●
●

●

●

GovernanceHuman
resourcesdevelopment

●
●
●
●
●

●
●

Notes:1 The list above is not intended to show all specialties and experiences of the Directors.
2 Person marked with an asterisk (*) is a new candidate for Director.
Definitions of Each Skill
Skill

Skill definitions

Management of corporate operations

Experience being involved in making significant in-house decisions as acorporate executive

Global experience

Experience working abroad or knowledge of international businessenvironments

Finance, accounting, and Legal affairs

Knowledge or experience in finance and accounting, and legal affairs incorporate business management

Sales and marketing

Experience in planning and implementing sales and marketing strategies

Manufacturing and development

Knowledge or experience in manufacturing or research and development in the
manufacturing industry

Governance

Knowledge or experience in risk management and corporate ethics

Human resources development

Knowledge or experience in human resources education and development- 14 -

[Reference] Independence Standards for Outside Directors
The Company has established its Independence Standards for Outside Directors to serve in addition to
independence criteria stipulated by financial instruments exchanges. Under the standards, the Company
deems that an Outside Director is independent upon having confirmed that none of the following descriptions
apply to him or her.
Independence Standards for Outside Directors (Overview)
1. a person to whom the Company is a major business partner(*i) or an executive thereof (supplier relationships);
2. a major business partner(*i) of the Company or an executive thereof (customer relationships);
3. a consultant, accounting professional, or legal professional who receives a significant amount(*ii) of money or other suchproperty other than officer remuneration from the Company(If the party receiving such property is a corporation, partnership or other such entity, then a person belonging to such entity);
4. a person to whom 1, 2, or 3, above, has been applicable recently (within the past 3 years immediately prior to assuming his
or her position);
5. a person to whom any of the following (A) to (C) has been applicable within the last 10 years prior to he or she having
assumed his or her position:(A) an executive or non-executive director of the Company;(B) an auditor of the Company (applicable only when outside auditor is designated as an independent officer);(C) an executive of a subsidiary or sister company of the Company;
6. a close relative(*iii) of a person to whom any of the following (A) to (F) is applicable (excluding persons that are not material);(A) an accounting advisor of the Company (including an employee who presumably performs duties of an accounting
advisor if such accounting advisor is a corporation; the same applies hereinafter);(B) an executive of a subsidiary of the Company;(C) a non-executive director or accounting advisor of a subsidiary of the Company;(D) an executive or non-executive Director of the Company;(E) an executive of a sister company of the Company;(F) a person to whom any of the preceding items have recently applied;
7. a major shareholder of the Company(*iv) (if such major shareholder is a corporation, then this refers to such corporation’s
executives, etc. (persons who are executives or formerly served as executives));
8. an executive of a company with which the Company shares a corporate officer;
9. a person who executes business of an entity that receives a significant amount of donations or grants(*v) from the Company.
*i. Major business partner refers to a business partner of the Company whose annual transactions exceed 2% of either theCompany’s consolidated net sales or the counterparty’s consolidated net sales.
*ii. Significant amount refers to an amount of consideration received from the Company exceeding 10 million yen annuallyfor individuals and exceeding 2% of the consolidated net sales of such corporation in the case of legal entities.
*iii. Close relative refers to the individual’s spouse, relatives within the second degree of kinship, and cohabiting relatives. In
that context, recently means within the last 3 years.
*iv. Major shareholder refers to those shareholders whose holdings of stock exceed 10% of the number of shares issued andoutstanding as of the end of the fiscal year.
*v. Entity that receives a significant amount of donations or grants refers to an entity that receives from the Company
donations or grants exceeding 10 million yen annually.

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