(Note) The following documents have been translated from the Japanese original for reference purposes
only. In the event of any discrepancy between this translation and the Japanese original, theoriginal shall prevail.

Securities Code: 4228
June 4, 2024

To Our Shareholders
Masato Kashiwabara
Representative Director
President and Chief Executive Officer

Sekisui Kasei Co., Ltd.
2-4-4 Nishitenma, Kita-ku, Osaka

Notice of the 80th Annual General Meeting of Shareholders

Dear Shareholders,This is to notify you that the 80th Annual General Meeting of Shareholders for the fiscal year 2023
will be held as described below:
Instead of attending the meeting in person, it is possible to exercise your voting
right through the Internet, etc. (“the Internet”) or by mail. Please review the Reference
Documents for the General Meeting of Shareholders and exercise your voting right by
5:15 p.m. on Thursday, June 20, 2024 (Japan Time) according to instructions describedin this Notice.

1. Date and Time:

10:00 a.m. on Friday, June 21, 2024

2. Place:

ANA Crowne Plaza Osaka Hotel, Manyo no Ma Room, 3rd Floor, 1-3-1
Dojimahama, Kita-ku, Osaka

3. Agenda for the Meeting:<Matters for Reporting>
1. Report on the Business Report, the Consolidated and Non-consolidated Financial Statements
for the fiscal year 2023 (from April 1, 2023 to March 31, 2024)
2. The audit reports of the Accounting Auditor and the Audit & Supervisory Board on theConsolidated Financial Statements<Matters for Resolution>
Proposal 1:
Appropriation of Surplus
Proposal 2:
Election of Eight (8) Directors
Proposal 3:
Election of Four (4) Audit & Supervisory Board Members

1

4. Matters Subject to Measures for Electronic Provision
Information contained in the Reference Documents for the General Meeting of Shareholders,etc. (matters subject to measures for electronic provision) is being provided electronically.
Please access either of the websites below to review the information.
Website 1:

https://www.sekisuikasei.com/jp/ir/ir-library/ir-notice/ (in Japanese)

Website 2:https://d.sokai.jp/4228/teiji/ (in Japanese)

Matters subject to measures for electronic provision are also posted on the website of theTokyo Stock Exchange (TSE). On the TSE website below, please input the name of the stock(Sekisui Kasei) or the securities code (4228) and click “Search.” Then select “Basic
Information” and navigate to the “Documents for Public Inspection/PR Information” tab.
TSE website (listed company search):https://www2.jpx.co.jp/tseHpFront/JJK010010Action.do?Show=Show (in Japanese)

5. Matters Concerning Paper-Based Documents Delivered to Shareholders Who
Have Made a Request for Delivery of Such Documents
Paper-based documents stating matters subject to measures for electronic provision are sent
to shareholders who have requested the delivery of paper-based documents, however those
documents do not include the following matters in accordance with the provisions of laws andregulations and the Company’s Articles of Incorporation.
(i) “Main business locations” and “Accounting auditor status” in the Business Reports
section(ii) “Systems for ensuring properness of business activities and summary of the outline of theoperation of the system” in the Business Reports section(iii) “Consolidated statement of changes in net assets” and “Notes to consolidated financial
statements” in the Consolidated Financial Statements section(iv) “Statement of changes in net assets” and “Notes to non-consolidated financial statements”
in the Non-consolidated Financial Statements section

2

6. Instructions for Exercising Voting Rights through the Internet or by Mail
(1) Through the Internet:
Please follow the instructions on the next page to enter your approval or disapproval of the
proposals.
Deadline

Please exercise your voting right by 5:15 p.m. on Thursday,June 20, 2024 (Japan Time)(2) By mail:Please indicate your approval or disapproval of the proposals on the Form of Exercising the
Voting Right delivered with this notice of convocation, and return the Form to us by mailwithout
stamps as soon as possible so that it may arrive by the deadline.
Deadline

The Form must arrive by 5:15 p.m. on Thursday, June 20, 2024
(Japan Time)* When voting rights are exercised in writing (by mail), if there is no indication of approval ordisapproval on the Form of Exercising the Voting Right, it will be considered as an indicationof approval.
* Institutional investors may exercise their voting rights using the Voting Rights Electronic
Exercise Platform for institutional investors operated by ICJ, Inc.
○ Handling of voting rights when exercised multiple times
・In case of duplication of voting right exercise through the Internet and by mail, the vote
exercised through the Internet will only be accepted as valid.
・If your voting right is exercised more than once through the Internet, the last vote will
only be accepted as valid.

7. Notification Method for Revisions of Matters Stated in the Reference
Documents for the General Meeting of Shareholders, etc.
If it becomes necessary to amend the matters subject to measures for electronic provision, thematters before and after the amendment will be posted on all of the websites that take the abovemeasures for electronic provision.
8. Notification Method for Changes in the Way the General Meeting of
Shareholders is Convened
Depending on the circumstances going forward, we will give a notice on the Company’s
website if there are any changes in the way the meeting is convened.
(https://www.sekisuikasei.com/) (in Japanese)For shareholders attending the meeting, please submit the Form of Exercising
the Voting Right delivered with this notice of convocation to us at the reception
desk.

3

Reference Documents for the Annual General Meeting of
Shareholders
Details of Proposals
Proposal 1:
Appropriation of Surplus
The Board of Directors proposes that the appropriation of surplus be resolved as follows:
The year-end dividend
Sekisui Kasei Co., Ltd. (the Company) regards profit distribution to shareholders as animportant managerial issue. Our basic policy on profit distribution is to carry out stable dividend
payment that is in line with the trend of consolidated operating results while ensuring thatsufficient retained earnings are allocated to strengthen the operating structure and futurebusiness development. For the dividend policy, the Company’s target for the consolidated
dividend payout ratio is 30-40%.
After careful examination based on the aforementioned basic policy on profit distribution, etc.
and dividend policy, the Company had decided to pay year-end dividends for the fiscal year
under review of 10 yen per share.
(1) Type of dividend property:
Cash(2) Allocation of the dividend property and the total amount thereof:
The proposed dividend amount: 10 yen per common share
The total dividend amount: 453,738,100 yen
Following the interim dividend of 3 yen per share paid on December 4, 2023, the annual
dividend for this term will amount to 13 yen per share, an increase of 1 yen per share from theprevious term.
(3) Effective date of distributing dividends from surplus:
June 24, 2024

4

Proposal 2:
Election of Eight (8) Directors
The term of office of all 8 Directors (including 3 Outside Directors) expires at the conclusionof this Annual General Meeting of Shareholders. Accordingly, it is proposed that 8 Directors,
including 3 Outside Directors, be elected.
All candidates for Directors are determined by the Board of Directors based on consultationsof the “Nominating and Compensation Advisory Committee” with a majority of the Company’s
Independent Outside Officers.
The candidates for Director are as follows:
Candidate #

1
2

Name

Current Position and Duties at the Company

Representative Director
Masato Kashiwabara President and Chief Executive
Officer
Director
Katsumi Sasaki
Senior Managing Executive
Officer

Male

Reelection

Male

Reelection

3

Yasunobu
Furubayashi

Director
Managing Executive Officer*

Male

Reelection

4

Tetsuharu Hirota

Director
Managing Executive Officer

Male

Reelection

5

Hideyuki Asada

Director
Managing Executive Officer

Male

Reelection

6

Michiko Uehara

Outside Director

7

Ichiro Wakabayashi

Outside Director

8

Satoru Ogura

5

Candidate for
Independent
Outside Director
Candidate for
Independent
Outside Director
Candidate for
Independent
Outside Director

Female Reelection
Male

Reelection

Male

New
election

Candidate#

Name(Date of Birth)

Brief History, Position and Duties at the Company

April
June
June
June
(Male) (Reelection)

MasatoKashiwabara

1

64 years old(June 29, 1959)
Term of office as
Director: 16 years(at the conclusion ofthis Annual General
Meeting of
Shareholders)

June

Joined the Company
Director
Managing Director
Vice President and Representative
Director, Vice-chief Executive
Officer
2014: Representative Director, President
and Chief Executive Officer (current
position)(Significant concurrent positions
outside the Company)
None

Number ofCompany Shares
Held

1983:
2008:
2011:
2013:

277,246(Attendance number/ rate of Board
meetings)
16/16 (100%)

Reason for nomination as candidate for Director
Mr. Masato Kashiwabara has been properly supervising management as the President andRepresentative Director. At meetings of the Board of Directors, he provides sufficient andappropriate explanations about important issues in management, thus improving the decision-making
functions of the Board of Directors. In addition, as Chief Executive Officer, he takes command ofmanagement and strives to improve sustainable corporate value.
Because of the above, the Company judges him to be an appropriate person as a leader for realizationof its long-term vision, and requests his continuous election as Director.

6

Candidate#

Name(Date of Birth)

Brief History, Position and Duties at the Company

April
June

Number ofCompany SharesHeld

1983: Joined the Company
2012: Director, General Manager ofPlanning Department, The 2nd
Business Headquarters
June
2013: Executive Officer, General Manager
of Planning Department, The 2nd
Business Headquarters, General
Manager of Planning Department,
The 3rd Business Headquarters
April
2014: Executive Officer, General Manager
of Planning Department, The 2nd
Business Headquarters
February
2017: Executive Officer, Head of Corporate(Male) (Reelection)
Planning Center, Strategic
Katsumi Sasaki
Management Headquarters
64 years old
2017: Managing Executive Officer, Head of(May 5, 1960) June
141,6142
Corporate Planning Center, Strategic
Management Headquarters
Term of office as
Director: 6 years
June
2018: Director, Managing Executive(at the conclusion of
Officer, Head of Corporate Strategic
this Annual General
Headquarters
Meeting of
Shareholders)June
2021: Director, Senior Managing Executive
Officer, Head of Corporate Strategic(Attendance number
Headquarters/ rate of Board
meetings)
April2023: Director, Senior Managing Executive
16/16 (100%)
Officer, Head of Corporate Strategic
Headquarters, supervising
Administration Headquarters (current
position)(Significant concurrent positions
outside the Company)
None
Reason for nomination as candidate for Director
Mr. Katsumi Sasaki currently plays a role in management as Head of Corporate Strategic
Headquarters, which is the core of the corporate planning division. Before then, he was engaged in thecorporate planning divisions, and served as president of significant subsidiaries, and as General
Manager of the Planning Department of the Business Headquarters, and he therefore has wide-ranging
experience and abundant knowledge.
Because of the abundant experience he has cultivated so far, the Company judges him to be an
appropriate person for realizing sustainable improvement of corporate value, and requests his
continuous election as Director.

7

Candidate#

Name(Date of Birth)

Brief History, Position and Duties at the Company

April
February

Number ofCompany SharesHeld

1992: Joined the Company
2017: President and Representative Directorof Sekisui Plastics Chubu Co., Ltd.
(currently Sekisui Kasei Chubu Co.,
Ltd.)
June
2018: Executive Officer of the Company,
President and Representative Directorof Sekisui Plastics Chubu Co., Ltd.
(currently Sekisui Kasei Chubu Co.,
(Male) (Reelection)
Ltd.)
Yasunobu
November 2018: Executive Officer, General Manager
Furubayashi
of Corporate Planning Department,
56 years old
Corporate Strategic Headquarters
89,4803(June 30, 1967) May
2021: Executive Officer, Head of The 1st
Business Headquarters, supervising
Term of office as
Business Research Department
Director: 3 years(at the conclusion of June
2021: Director, Managing Executive
this Annual General
Officer, Head of The 1st BusinessMeeting of
Headquarters, supervising Business
Shareholders)
Research Department
2022: Director, Managing Executive(Attendance number April/ rate of Board
Officer, Head of The 1st Businessmeetings)
Headquarters (current position)
16/16 (100%)(Significant concurrent positions
outside the Company)
None
Reason for nomination as candidate for Director
Mr. Yasunobu Furubayashi currently plays a role in management as Head of The 1st Business
Headquarters, placing him in charge of the Company’s core businesses. Before then, he served as
General Manager of the business divisions, as president of a significant subsidiary, and as General
Manager of Corporate Planning Department, and he therefore has wide-ranging experience andabundant knowledge.
Because of the abundant experience he has cultivated so far, the Company judges him to be an
appropriate person for realizing sustainable improvement of corporate value, and requests his
continuous election as Director.
Note: Mr. Yasunobu Furubayashi is scheduled to be appointed as Senior Managing Executive
Officer on June 21, 2024.

8

Candidate#

Name(Date of Birth)

Brief History, Position and Duties at the Company

April
June

4

1984: Joined the Company
2011: Director, Deputy Head of The 2nd
Business Headquarters
June
2013: Director, Deputy Head of The 2nd
Business Headquarters, General
Manager of Global Division, Deputy
Head of The 3rd Business
Headquarters
September 2013: Director, Deputy Head of The 2nd
Business Headquarters, General
Manager of Global Division, Chief ofGlobal Business Planning
Department, Deputy Head of The 3rd
Business Headquarters
April
2014: Executive Officer, Deputy Head of
The 2nd Business
Headquarters, General Manager ofAutomotive Components & Shipping
Systems Business Division
March
2015: Executive Officer, Deputy Head of(Male) (Reelection)
The 2nd Business Headquarters
Tetsuharu June
2015: Managing Executive Officer, Deputy
HirotaHead of The 2nd Business
65 years old
Headquarters(January 24,May
2016: Managing Executive Officer, Head of
1959)
The 2nd Business Headquarters
2016: Director, Managing Executive
Term of office as June
Director: 8 years
Officer, Head of The 2nd Business(at the conclusion of
Headquarters
this Annual General
April
2019: Director, Managing Executive
Meeting of
Shareholders)
Officer, Head of The 2nd Business
Headquarters, supervising(Attendance number
Information System Department/ rate of Board
May
2022:
Director,
Managing Executive
meetings)
Officer, Head of The 2nd Business
16/16 (100%)
Headquarters, in charge of PX
Development Department andInformation Systems Department
January2023: Director, Managing Executive
Officer, in charge of PX
Development Department andInformation System
Department, supervising The 2nd
Business
Headquarters (current position)(Significant concurrent positions
outside the Company)
None

Number ofCompany SharesHeld

9156,104

Candidate#

Name(Date of Birth)

Brief History, Position and Duties at the Company

Number ofCompany Shares
Held

Reason for nomination as candidate for Director
Mr. Tetsuharu Hirota currently plays a role in management, in charge of the Information System
Department and the PX Development Department which is responsible for the transformation andpromotion of the European mobility business centered on Proseat Europe GmbH, and he therefore has
wide-ranging experience and abundant knowledge. Before then, he was engaged in business divisions
and served as General Manager of business divisions and Head of Business Headquarters, and hetherefore has wide-ranging experience and abundant knowledge.
Because of the abundant experience he has cultivated so far, the Company judges him to be an
appropriate person for realizing sustainable improvement of corporate value, and requests his
continuous election as Director.
April
March
June

April

(Male) (Reelection)

April

Research & Development Center,
General Manager of Basic ResearchLaboratory

Hideyuki Asada5

57 years old(March 17, 1967)

1989: Joined the Company
2016: Head of Global Technical Center,
The 2nd Business Headquarters
2016: Executive Officer, Head of Global
Technical Center, The 2nd Business
Headquarters
2019: Executive Officer, Head of Research& Development Center, General
Manager of Development Department
2020: Executive Officer, Head ofJune

86,9552020: Director, Managing Executive
Officer, Head of Research &Term of office as
Director: 4 years
Development Center, General(at the conclusion ofManager of Basic Research
this Annual General
Laboratory
Meeting of
Shareholders)April
2022: Director, Managing Executive
Officer, Head of Research &(Attendance number
Development Center, General/ rate of Board
Manager of GX Development
meetings)
Department (current position)
16/16 (100%)(Significant concurrent positions
outside the Company)
None
Reason for nomination as candidate for Director
Mr. Hideyuki Asada currently plays a role in management as Head of the Research & Development
Center and General Manager of GX Development Department, placing him in control of operations
concerning the development of new products, research, intellectual property, and environmental
contribution. Before then, he headed up technical divisions of business divisions, and he therefore has
wide-ranging experience and abundant knowledge.
Because of the abundant experience he has cultivated so far, the Company judges him to be an
appropriate person for realizing sustainable improvement of corporate value, and requests his
continuous election as Director.

10Candidate#

Name(Date of Birth)(Candidate for
Independent Outside
Director)(Female)(Reelection)

6

Michiko
Uehara74 years old(December 24,
1949)
Term of office as
Outside Director: 2
years(at the conclusionof this Annual
General Meeting of
Shareholders)(Attendance
number / rate ofBoard meetings)
16/16 (100%)

Brief History, Position and Duties at the Company

April

1976:

April

1979:

April

1982:

April
March
May

1986:
1989:
1989:

March

1992:

June

2016:

February 2017:

June

2022:

Number ofCompany Shares
Held

Assistant Judge at Kobe District
Court
Assistant Judge at Kobe District
Court Amagasaki Branch
Assistant Judge at Osaka District
Court
Judge at Fukuoka District Court
Resigned from post
Registered as Attorney at Law
Joined The Miyake Joint
Partnership Law Office (currently
Miyake & Partners)
Established The Uehara Joint
Partnership Law OfficeOutside Audit & Supervisory
Board Member, Sumitomo ElectricIndustries, Ltd. (current position)
Outside Audit & Supervisory
Board Member, The Japan Wool
Textile Co., Ltd. (current position)
Outside Director (current
position)(Significant concurrent positions
outside the Company)
Attorney at Law (The Uehara
Joint Partnership Law Office)Outside Audit & Supervisory
Board Member, Sumitomo
Electric Industries, Ltd.
Outside Audit & Supervisory
Board Member, The Japan Wool
Textile Co., Ltd.

0

Reason for nomination as candidate for Outside Director and overview of expected role

Ms. Michiko Uehara has engaged in legal practices for many years and has abundant knowledge
and experience on legal affairs, governance, and personnel labor management. Expecting that she
will provide supervision of and advice on the Company’s business execution using her insight,
the Company requests her continuous election as Outside Director.
Although she has no experience in corporate management other than by serving as an outside
officer, for the above reasons, the Company believes she will properly execute her duties as
Outside Director.
Other matters concerning the candidate for Outside Director

The Company had concluded a legal advisory agreement with Ms. Michiko Uehara until
February 2022. Moreover, the Company has concluded a legal advisory agreement with attorneys
at law other than Ms. Michiko Uehara of The Uehara Joint Partnership Law Office. The
compensation amount for each of the agreements is not more than 10 million yen per year, so she
fulfills the “Criteria for Election and Independence of Outside Board Members” prescribed by
the Company. Based on the above, the Company judges that she has sufficient independence
from the Company.

11

Candidate#

Name(Date of Birth)(Candidate for
Independent Outside
Director)(Male) (Reelection)

Brief History, Position and Duties at the Company

April
April

1981:
2010:

June

2015:

April

2016:

April

2019:

IchiroWakabayashi June

7

66 years old(October 25,
1957)
Term of office as
Outside Director: 1
year(at the conclusionof this Annual
General Meeting of
Shareholders)(Attendance
number / rate ofBoard meetings)
13/13 (100%)(Attendance ratesince he became
Director on June 23,
2023)

June

2021:
2023:

Number ofCompany Shares
Held

Joined NAGASE & CO., LTD.
Executive Officer of NAGASE &CO., LTD.
Director, Executive Officer of
NAGASE & CO., LTD.
Director, Managing Executive
Officer of NAGASE & CO., LTD.
Representative Director, Managing
Executive Officer of NAGASE &CO., LTD.
Advisor at NAGASE & CO., LTD.
Outside Director of the Company(current position), Outside Audit &Supervisory Board Member,
Dainichiseika Color & Chemicals
Mfg. Co., Ltd. (current position)(Significant concurrent positions
outside the Company)
Outside Audit & Supervisory
Board Member, Dainichiseika
Color & Chemicals Mfg. Co., Ltd.

0

Reason for nomination as candidate for Outside Director and overview of expected role

Mr. Ichiro Wakabayashi has engaged in corporate management for many years and has abundant
knowledge and experience on global businesses. Expecting that he will provide supervision ofand advice on the Company’s business execution using his insight, the Company requests his
continuous election as Outside Director.
Other matters concerning the candidate for Outside Director
Although there is a business relationship between our Company and NAGASE & CO., LTD., where
Mr. Ichiro Wakabayashi was appointed as Representative Director until 2021, sales from ourCompany to NAGASE & CO., LTD. were less than 0.3% of our consolidated sales in fiscal year
2023. And since sales from NAGASE & CO., LTD. to our Company are less than 0.01% of theirconsolidated net sales, Mr. Ichiro Wakabayashi fulfills the “Criteria for Election and Independence ofOutside Board Members” prescribed by the Company. Based on the above, the Company judges that
he has sufficient independence from the Company.

12

Candidate
#

8

Name
(Date of Birth)(Candidate for
Independent Outside
Director)(Male) (Newelection)

Satoru Ogura
67 years old(February 23,
1957)

Brief History, Position and Duties at the Company

April

1982:

June

2009:

June

2015:

June

2022:

June

2023:

Number ofCompany Shares
Held

Joined Sumitomo ElectricIndustries, Ltd.
Executive Officer of Sumitomo
Electric Industries, Ltd.
Full-time Audit & Supervisory
Board Member of Sumitomo
Electric Industries, Ltd.
Advisor at Sumitomo ElectricIndustries, Ltd. (current position)
Corporate Auditor of TECHNOASSOCIE Co., Ltd. (current
position)(Significant concurrent positions
outside the Company)
Corporate Auditor of TECHNOASSOCIE Co., Ltd.
Advisor at Sumitomo ElectricIndustries, Ltd.

Reason for nomination as candidate for Outside Director and overview of expected role

Mr. Satoru Ogura has engaged in corporate management for many years and has abundant
knowledge and experience on legal affairs, compliance and personnel labor management.
Expecting that he will provide supervision of and advice on the Company’s business execution
using his insight, the Company requests his election as Outside Director.
Other matters concerning the candidate for Outside Director
Mr. Satoru Ogura fulfills the “Criteria for Election and Independence of Outside Board Members”
prescribed by the Company. Based on the above, the Company judges that he has sufficient
independence from the Company.

130Notes

1. There are no special interests existing between each of the candidates and the Company.
2.

Ms. Michiko Uehara, Mr. Ichiro Wakabayashi, and Mr. Satoru Ogura are candidates for Outside Director.

3.

With the condition that this proposal be approved, the Company will notify the Tokyo Stock Exchange of Ms. Michiko4.

In accordance with the Company’s Articles of Incorporation, the Company concluded a limited liability agreement

Uehara, Mr. Ichiro Wakabayashi, and Mr. Satoru Ogura as Independent Officers.
with Ms. Michiko Uehara and Mr. Ichiro Wakabayashi to limit the liability for damages provided in Article 423,
paragraph (1) of the Companies Act. If their reelection is approved, the Company plans to continue the limited liability
agreement with them. Moreover, if the election of Mr. Satoru Ogura is approved, the Company plans to enter into theagreement limiting liability with him.
The following is an outline of the content of the limited liability agreement.
A Director (excluding Executive Director, etc.), with the agreement limiting liability made, shall be liable fordamages up to the minimum liability amount as defined in Article 425, paragraph (1) of the Companies Act,
provided that his/her duties are performed in good faith and without gross negligence.
5.

The Company has concluded with an insurance company a liability insurance agreement for officers, etc. as definedin Article 430-3, paragraph (1) of the Companies Act, with the aim of making up for damages and judicial costs to beshouldered by the insured against damages claims arising from the exercise of duties by the insured.
The candidates for reelection are covered by the insurance agreement and continue to be insured after their reelection.
If the new candidate is elected and assumes the post of Director, he will be covered by the insurance agreement.
At the time of renewal, the agreement is planned to be renewed with the same content.

(Reference)
Please refer to “Criteria for Election and Independence of Outside Board Members”
prescribed by the Company, which is posted on the website of the Company.
(https://www.sekisuikasei.com/jp/assets/images/company/pdf/policy.pdf) (in Japanese)

14

(Reference) Knowledge, experience, and ability held by candidates for Directors (Planned for as at
the conclusion of this Annual General Meeting of Shareholders)
Knowledge, experience, and ability held by candidates for
Directors

Male

8

Satoru Ogura

Male

Outside:Independent:
Reelection:
New election:
Note:

OutsideDirector

○

○

○

○

○

○

○

○

○

○

OutsideIndependent
Reelection○○

OutsideIndependentNewelection

○

○

○

○

○

○

○

○

○

○

○

○

○
○

○

○

○

○
○

Candidate for Outside Director
Candidate for Independent Officer based on the regulations of the Tokyo Stock Exchange
Candidate for reelection as Director
Candidate for new election as Director

The “○” above does not indicate all insights held by each candidate.

15

Insight into Other Industries

IchiroWakabayashi○

EnergyEnvironment

7○

Development, Production,
Quality

6○

Marketing
Sales

5

○

Overseas Business
Internationality

4

Human Resource
Development
Personnel Labor

3

Governance
Legal Affairs

2

Representative
Director
MasatoPresident and Reelection
Male
Kashiwabara
Chief
Executive
Officer
Director
SeniorKatsumiMale Managing
Reelection
Sasaki
Executive
Officer
Director
Managing
Yasunobu
Male
Reelection
Executive
Furubayashi
Officer*
Director
Managing
Tetsuharu
Male
Reelection
HirotaExecutive
Officer
Director
HideyukiManaging
Male
Reelection
Asada
Executive
Officer
OutsideOutsideMichiko
Independent
FemaleDirector
UeharaReelection

Financial Accounting

1

Current Position andDuties at the Company

NameManagement Strategy
Corporate Management

Candi
date #○

Proposal 3:
Election of Four (4) Audit & Supervisory Board Members
The term of office of Audit & Supervisory Board Member Kojiro Takekoshi, Mamoru Akashi,
Keizo Kosaka and Michinori Nawa expires at the conclusion of this Annual General Meetingof Shareholders. Accordingly, it is proposed that 4 Audit & Supervisory Board Members,
including 3 Outside Audit & Supervisory Board Members be elected.
The consent of the Audit & Supervisory Board has been obtained in advance for this proposal.
The candidates for Audit & Supervisory Board Member are as follows:16

Candidate#

Name(Date of Birth)

Brief History and Position at the Company

April
May

Number ofCompany SharesHeld

1986: Joined the Company
2008: General Manager of Finance &Accounting Department,
Administration Headquarters
February
2016: General Manager of Corporate
Planning Department, Strategic
Management Headquarters
November 2018: General Manager of Legal
Department, Administration
Headquarters
31,302February
2020: General Manager of Legal &1Compliance Department,(Male) (Newelection)
Administration Headquarters
TakahikoJune
2020: Executive Officer, General Manager
Fujiwaraof Legal & Compliance Department,
60 years old
Administration Headquarters(July 18, 1963)
June
2024: Executive Officer, Special
Assignments (current position)(Significant concurrent positions
outside the Company)
None
Reason for nomination as candidate for Audit & Supervisory Board Member
Mr. Takahiko Fujiwara has an abundant knowledge and experience having been engaged in financeand accounting, corporate planning, and legal affairs, and possesses a considerable knowledge related
to finance and accounting.
Because of the above, the Company judges him to be an appropriate person to be an Audit &Supervisory Board Member, and requests his election.

17

Candidate#

Name(Date of Birth)

Brief History and Position at the Company

April

April
April

April
(Candidate for
Independent Outside
Director)(Male) (Reelection)

MamoruAkashiApril

59 years old(October 9, 1964)

2

Term of office as
Outside Audit &Supervisory Board
Member: 2 years(at the conclusion ofthis Annual General
Meeting of
Shareholders)(Attendance number/ rate of Board
meetings)
16/16 (100%)(Attendance number/ rate of Audit &Supervisory Board
meetings)
12/12 (100%)

June
June

April

June
April

1988: Joined The Dai-ichi Mutual Life
Insurance Company (currently The
Daiichi Life Insurance Company,
Limited)2013: Director of The Dai-ichi Frontier Life
Insurance Co., Ltd.
2015: Director, Managing Executive Officerof The Dai-ichi Frontier Life
Insurance Co., Ltd.
2016: Vice President and Representative
Director, Vice-chief Executive
Officer of The Dai-ichi Frontier Life
Insurance Co., Ltd.
2020: Managing Executive Officer of Daiichi Life Holdings, Inc.
Director, Managing Executive Officerof The Dai-ichi Life Insurance
Company, Limited
2021: Director, Managing Executive Officer
of Dai-ichi Life Holdings, Inc.
2022: Outside Audit & Supervisory Board
Member of the Company (current
position)
2023: Representative Director and Presidentof The Dai-ichi Frontier Life
Insurance Co., Ltd. (current position)
2023: Managing Executive Officer of Daiichi Life Holdings, Inc.
2024: Senior Managing Executive Officer
of Dai-ichi Life Holdings, Inc.
(current position)(Significant concurrent positions
outside the Company)
Senior Managing Executive Officer
of Dai-ichi Life Holdings, Inc.
Representative Director and Presidentof The Dai-ichi Frontier Life
Insurance Co., Ltd.

18

Number ofCompany Shares
Held

0Candidate#

Name(Date of Birth)

Brief History and Position at the Company

Number ofCompany Shares
Held

Reason for nomination as candidate for Outside Audit & Supervisory Board Member

Mr. Mamoru Akashi has been engaged in corporate management for many years, and theCompany requests his continuous election as an Outside Audit & Supervisory Board Member, tomake use of the abundant knowledge and experience for auditing of the Company.
Other matters concerning the candidate for Outside Audit & Supervisory Board Member
Although the Company has concluded insurance agreements with The Dai-ichi Life Insurance
Company, Limited, which is a subsidiary of Dai-ichi Life Holdings, Inc., where Mr. Mamoru Akashi
serves as Senior Managing Executive Officer, the amount of payments including insurance premiums
from the Company to The Dai-ichi Life Insurance Company, Limited was less than 0.01% ofconsolidated ordinary revenue of Dai-ichi Life Holdings, Inc. in FY 2023. In addition, Dai-ichi Life
Holdings Inc. does not correspond to a major lender of the Company. Additionally, there are nobusiness relationships between the Company and The Dai-ichi Frontier Life Insurance Co., Ltd., ofwhich he serves as Representative Director and President. He fulfills the “Criteria for Election andIndependence of Outside Board Members” prescribed by the Company. Based on the above, theCompany judges that he has sufficient independence from the Company.
In June 2020, it was found that a former employee of The Dai-ichi Life Insurance Company, Limited,
where Mr. Mamoru Akashi served as Director from April 2020 to March 2022, had illegally acquireda large amount of money from customers. Although he was not aware of this fact until it came tolight, he had regularly made recommendations from the perspective of legal compliance to thoroughly
promote compliance on several occasions, including at the meetings of the Board of Directors of The
Dai-ichi Life Insurance Company, Limited. After he became aware of this fact, he was engaged in thefurther strengthening of compliance and the establishment of preventive measures.

19

Candidate#

Name(Date of Birth)

Brief History and Position at the Company

April
January
March(Candidate for
Independent Outside
Director)(Male) (Reelection)

June

Keizo Kosaka June

3

78 years old(December 11,
January
1945)
January

Term of office as
Outside Audit &Supervisory Board
Member: 12 years(at the conclusion ofthis Annual General
Meeting of
Shareholders)(Attendance number/ rate of Board
meetings)
16/16 (100%)(Attendance number/ rate of Audit &Supervisory Board
meetings)
12/12 (100%)June

Number ofCompany SharesHeld

1970: Registered as attorney at law, Joined
Irokawa Law Office
2001: Representative of Irokawa Law
Office2009: Outside Director of Sumitomo
Rubber Industries, Ltd. (current
position)
2012: Outside Audit & Supervisory Board
Member of the Company (current
position)
2016: Outside Auditor of TECHNOASSOCIE Co., Ltd.
2017: Adviser at Irokawa Law Office
2020: Chairman of Irokawa Legal
Professional Corporation (current
position)
2020: Outside Audit & Supervisory Board
Member, SEIREN CO., LTD.
(current position)(Significant concurrent positions
outside the Company)
Attorney at law, Chairman of Irokawa
Legal Professional Corporation
Outside Director of Sumitomo
Rubber Industries, Ltd.
Outside Audit & Supervisory Board
Member, SEIREN CO., LTD.

0

Reason for nomination as candidate for Outside Audit & Supervisory Board Member

Mr. Keizo Kosaka has wide-ranging knowledge of corporate legal affairs as a lawyer, and theCompany requests his continuous election as an Outside Audit & Supervisory Board Member, tomake use of his knowledge for the auditing of the Company. Although Mr. Kosaka has not been
engaged in corporate management other than by way of being an outside officer, the Company
judges him capable of properly executing duties as an Outside Audit & Supervisory Board
Member of the Company based on the above reasons.
Other matters concerning the candidate for Outside Audit & Supervisory Board Member
There are no business relationships such as an advisory agreement between Irokawa Legal
Professional Corporation, of which he is the Chairman, and the Company. Additionally, there is nobusiness relationship between the Company and Sumitomo Rubber Industries, Ltd., of which he serves
as an Outside Director. He fulfills the “Criteria for Election and Independence of Outside Board
Members” prescribed by the Company. Based on the above, the Company judges that he has sufficient
independence from the Company.

20

Candidate#

Name(Date of Birth)

Brief History and Position at the Company

Number ofCompany Shares
Held

September 1983: Joined Tohmatsu Awoki & Co. (nowDeloitte Touche Tohmatsu LLC)
July
1987: Registered as certified public
accountant and certified tax
accountant(Candidate for
Independent Outside
Director)(Male) (Reelection)

Established Nawa Certified Public
Accountant Office and appointed as
Director (current position)
June

MichinoriNawa
65 years old(April 10, 1959)

4

Term of office as
Outside Audit &Supervisory Board
Member: 1 year
(at the conclusion ofthis Annual General
Meeting of
Shareholders)

2023: Outside Audit & Supervisory Board
Member of the Company (current
position)(Significant concurrent positions
outside the Company)
Director of Nawa Certified Public
Accountant Office0(Attendance number/ rate of Board
meetings)
13/13 (100%)(Attendance rate since
he became Director
on June 23, 2023)(Attendance number/ rate of Audit &Supervisory Board
meetings)
10/10 (100%)(Attendance rate since
he became Audit &Supervisory Board
Member on June 23,
2023)

Reason for nomination as candidate for Outside Audit & Supervisory Board Member

Mr. Michinori Nawa, as a certified public accountant, has expertise in accounting and a wealth ofauditing experience. In order to utilize this knowledge in Company audits, the Company requests
his continuous election as Outside Audit & Supervisory Board Member.
Other matters concerning the candidate for Outside Audit & Supervisory Board Member
There are no business relationships such as an advisory agreement between Nawa Certified Public
Accountant Office, to which Mr. Michinori Nawa belongs as Director, and the Company. Moreover,
he fulfills the “Criteria for Election and Independence of Outside Board Members” prescribed by theCompany. Based on the above, the Company judges that he has sufficient independence from theCompany.
Notes

1. There are no special interests existing between the candidate and the Company.
2. Mr. Mamoru Akashi, Mr. Keizo Kosaka, and Mr. Michinori Nawa are candidates for Outside Audit &Supervisory Board Member.
3. With the condition that this proposal be approved, the Company will notify the Tokyo Stock Exchangeof Mr. Mamoru Akashi, Mr. Keizo Kosaka, and Mr. Michinori Nawa as Independent Officers.
4. In accordance with the Company’s Articles of Incorporation, the Company concluded a limited liability
agreement with Mr. Mamoru Akashi, Mr. Keizo Kosaka, and Mr. Michinori Nawa to limit the liability
for damages provided in Article 423, paragraph (1) of the Companies Act. If their reelection is approved,
the Company plans to continue the limited liability agreement with them.
The following is an outline of the content of the limited liability agreement.

21

An Audit & Supervisory Board Member, with the agreement limiting liability made, shall be liable fordamages up to the minimum amount of liability as defined in Article 425, paragraph (1) of the Companies
Act, provided that his/her duties are performed in good faith and without gross negligence.
5. The Company has concluded with an insurance company a liability insurance agreement for officers, etc.
as defined in Article 430-3, paragraph (1) of the Companies Act, with the aim of making up for damages
and judicial costs to be shouldered by the insured against damages claims arising from the exercise ofduties by the insured.
The candidates for reelection are covered by the insurance agreement and continue to be insured after
their reelection. If the new candidate is elected and assumes the post of Audit & Supervisory Board
Member, he will be covered by the insurance agreement.
At the time of renewal, the agreement is planned to be renewed with the same content.
6. If this proposal is approved, the Audit & Supervisory Board is scheduled to be comprised of the following.

Name(Date of Birth)

Position at the Company

Term of office(at the conclusion ofthis Annual General
Meeting of
Shareholders)

Osamu Matsumoto(May 29, 1960)

Full-time Audit &Supervisory Board
Member

3 years

Takahiko Fujiwara(July 18, 1963)

Full-time Audit &Supervisory Board
Member(New election)

Mamoru Akashi(October 9, 1964)

Outside Audit &Supervisory Board
MemberIndependent Outside
Audit & Supervisory
Board Member

2 years

Keizo Kosaka(December 11, 1945)

Outside Audit &Supervisory Board
MemberIndependent Outside
Audit & Supervisory
Board Member

12 yearsMichinori Nawa
(April 10, 1959)

Outside Audit &Supervisory Board
MemberIndependent Outside
Audit & Supervisory
Board Member

1 year22