This document has been translated from the Japanese original for reference purposes only. In the event of any
discrepancy between this translated document and the Japanese original, the original shall prevail. The
Company assumes no responsibility for this translation or for direct, indirect or any other forms of damages
arising from the translation.

(Securities code: 6653)
March 13, 2023
(Start date of electronic provision measures: March 7, 2023)
To Shareholders with Voting Rights:
Hidetoshi Soeda
President and Representative Director
Seiko Electric Co., Ltd.
7-25 Toko 2-chome, Hakata-ku,
Fukuoka City, JapanNOTICE OF THE 119th ANNUAL GENERAL MEETING OF SHAREHOLDERS
Dear Shareholders:
We would like to express our appreciation for your continued support and patronage.
We would also like to express our sympathies for all those who have suffered from COVID-19, theirfamilies, and related people. We sincerely hope that they will return to a peaceful life as soon as possible.
We hereby inform you that the 119th Annual General Meeting of Shareholders of Seiko Electric Co.,
Ltd. (the “Company”) (the “Meeting”) will be held as described below.
In order to prevent the spread of the COVID-19 infections, we ask you to exercise your voting rights inadvance in writing or via the Internet and refrain from attending the Meeting in person if possible.
Please review the attached Reference Documents for the General Meeting of Shareholders and exercise
your voting rights by 5:30 p.m. (Japan time), on Tuesday, March 28, 2023. For details on how to exercise
your voting rights, please see the “Guidance for Exercising Voting Rights” (Japanese version only).
1. Date and Time:

Wednesday, March 29, 2023, at 10:00 a.m. Japan time
(The reception desk will open at 9:00 a.m.)

2. Place:

Conference Room, Main Building 5F, Head Office, the Company
7-25 Toko 2-chome, Hakata-ku, Fukuoka City, Japan(Please refer to the venue map at the end of the documents (Japaneseversion only).)

3. Meeting Agenda:
Matters to be reported: 1. The Business Report and Consolidated Financial Statements for theCompany’s 119th Fiscal Year (January 1, 2022 - December 31, 2022)
and results of audits by the Accounting Auditor and the Board ofAuditors of the Consolidated Financial Statements
2. Non-consolidated Financial Statements for the Company’s 119th
Fiscal Year (January 1, 2022 - December 31, 2022)
Proposals to be resolved:
Election of Ten (10) Directors
Proposal 1:
Election of One (1) Auditor
Proposal 2:
 If there is any revision to matters to be provided electronically, details of the revision will be postedon the websites of the Company and the TSE.

-1-

Reference Documents for the General Meeting of Shareholders
Proposals and References
Proposal 1:

Election of Ten (10) Directors

The terms of office of all nine (9) current Directors will expire at the conclusion of the Meeting. With theaim of growing the business of the Group now and in the future, the Company proposes that the number
of Directors be increased by one (1) and that ten (10) Directors be elected (including four (4) Outside
Directors).
The candidates for Directors have been nominated at the Board of Directors meeting after deliberation
at the Nomination & Compensation Advisory Committee, which consists of five (5) members, including
three (3) independent Outside Directors.
The candidates for Directors are as follows.
Attendance
Current positions and responsibilities at the at the Board
No.
Name
Company and significant concurrent positions of Directors
meetings
Chairman and Representative Director
Naonori100.0%
1
Male [Reappointment] Chairman of the Nomination &Tsuchiya
12/12
Compensation Advisory Committee
President and Representative Director
Member of the Nomination & Compensation
Hidetoshi
100.0%
Advisory Committee
2
Male [Reappointment]
Soeda
12/12
(Outside Director serving as Audit andSupervisory Committee Member ofKyudenko Corporation)
Director; Chief Operating Officer; General
Tsutomu
100.0%
Manager of Corporate Planning and
3
Male [Reappointment]
Development
Division;
Officerof
CSR
and
Tanaka12/12Internal Control and ComplianceDirector; Chief Operating Officer; General
Yoshiaki
100.0%
Manager of Business Operation Overall
4
Male [Reappointment]
Division; Koga Factory Manager;
Honda
12/12
Environmental Management Officer
Chief Operating Officer; Division Chief of IT
Katsutoshi
5
Male [New appointment] System Solutions Business Unit
Arie
(President of Seiko IT Solution Co., Ltd.)
Executive Officer; Deputy Division Chief ofMitsuru
IT System Solutions Business Unit;
6
Male [New appointment]
Department Manager of Human Resources
Yamaguchi
Development Department[New appointment] (Executive Vice President and Representative
7 Hiroshi Wani Male
[Outside]
Director of Kyushu Electric Power
Transmission and Distribution Co., Inc.)
Outside Director[Reappointment] Member of the Nomination & Compensation
Shigeyuki
91.7%
Advisory Committee
8
Male[Outside]
Takasaki
11/12[Independent](Corporate Advisor of Nishi - Nippon
Railroad Co., Ltd.)-2-

Attendance
Current positions and responsibilities at the at the Board
No.
Name
Company and significant concurrent positions of Directors
meetings
Outside Director[Reappointment] Member of the Nomination & Compensation
100.0%
Advisory Committee
9Kozo Ishida Male
[Outside]
12/12(Corporate Fellow of HORIBA, Ltd.)[Independent](External Director of ULVAC, Inc.)
Outside Director[Reappointment]
100.0%
Member of the Nomination & Compensation
10
Reiko Aoki Female[Outside]
Advisory Committee
12/12[Independent](CEO of DLC·GB Consulting Co., Ltd.)
Note: Please refer to pages 15 to 19 for “Skill matrix of Directors and Auditors under the new management
structure,” “Policies and procedures for nominating candidates for Directors and Auditors,” and“Criteria for determining independence of outside officers.”

-3-

No.

1

Name
(Date of birth)

Naonori Tsuchiya(May 5, 1945)
Male

Career summary, positions, responsibilities,
and significant concurrent positions
April 1969
August 1981
December 1985
March 1987
November 1994
June 1995
June 1997
June 2005
March 2008
March 2013

Joined Hitachi, Ltd.
Joined the Company
Director; Deputy Factory Manager
Director; General Manager of Sales Division
Director; Factory Manager
Managing Director; Factory Manager
President and Representative Director
Chairman and Representative Director
Chief Corporate Adviser
Chairman and Representative Director (to present)

Number ofshares of theCompany held

262,719
shares[Reappointment][Reason for nomination as candidate for Director]
Mr. Naonori Tsuchiya has been involved in the core of the business of the Company for many years. He also has
a wide range of knowledge and insight acquired through interactions with people outside the Company in relatedindustries and the business circle.
In addition, since 2013, he has played an appropriate role as Representative Director, making decisions onimportant management matters, supervising business execution, etc.
In light of the above background and as a result of comprehensive consideration of his experience, knowledge,
and insight, the Company has nominated him again as a candidate for Director.

-4-

No.

Name
(Date of birth)

Career summary, positions, responsibilities,
and significant concurrent positions
April 1978
January 2008

March 2010

March 2011

March 2012

March 20132

Hidetoshi Soeda(March 20, 1955)
Male

March 2015

March 2018
[Reappointment]
March 2019
June 2021
June 2022

Joined the Company
Executive Officer
President of Seiko Social Infrastructure System
Company
Senior Executive Officer of the Company
President of Seiko Social Infrastructure System
Company
Senior Executive Officer; General Manager ofTokyo Office of the Company
President of Seiko Social Infrastructure System
Company
Director; Senior Executive Officer; General
Manager of Tokyo Office of the Company
President of Seiko Social Infrastructure System
Company
Director; Senior Executive Officer; General
Manager of Sales Operation and Management
Division; General Manager of Tokyo Office of theCompany
Director; Chief Operating Officer; General
Manager of Sales Operation and Management
Division; General Manager of Tokyo Office
President and Representative Director; General
Manager of Sales Operation and Management
Division
President and Representative Director (to present)
Outside Audit and Supervisory Board Member ofKyudenko Corporation
Outside Director serving as Audit and Supervisory
Committee Member (to present)

Number ofshares of theCompany held

42,967
shares[Significant concurrent positions]
Outside Director serving as Audit and Supervisory Committee
Member of Kyudenko Corporation[Reason for nomination as candidate for Director]
Mr. Hidetoshi Soeda was appointed as Executive Officer in 2008, and has a wealth of experience cultivatedprimarily through execution of business in the fields of sales and overseas business, as well as a high level of
insight into social and economic trends, among other matters.
In addition, since 2018, he has played an appropriate role as Representative Director, making decisions onimportant management matters, supervising business execution, etc.
In light of the above background and as a result of comprehensive consideration of his experience, knowledge,
and insight, the Company has nominated him again as a candidate for Director.

-5-

No.

Name
(Date of birth)

Career summary, positions, responsibilities,
and significant concurrent positions
April 1985
March 2010

May 2010
March 20123

Tsutomu Tanaka(October 25, 1961)
Male[Reappointment]

4

March 2019

Joined the Company
Executive Officer; Deputy General Manager ofCorporate Planning and Development Division;
Department Manager of Financial Management
Department
Executive Officer; General Manager of Corporate
Planning and Development Division
Director; Senior Executive Officer; General
Manager of Corporate Planning and Development
Division
Director; Chief Operating Officer; General
Manager of Corporate Planning and Development
Division (to present)

Number ofshares of theCompany held

33,886
shares[Currently serving as:]Officer of CSR and Internal Control and Compliance[Reason for nomination as candidate for Director]
Mr. Tsutomu Tanaka was appointed as Executive Officer in 2010, and has a wealth of experience cultivatedprimarily through execution of business in the fields of accounting, finance, CSR, internal control, andcompliance, as well as a prominent level of insight into social and economic trends, among other matters.
In addition, he has been involved in the management of the Company since assuming the office of Director
in 2012.
In light of the above background and as a result of comprehensive consideration of his experience, knowledge,
and insight, the Company has nominated him again as a candidate for Director.
April 1982
Joined the Company
April 2013
Executive Officer; Division Chief ofEnvironmental Energy and Control Systems
Business Unit
March 2018
Director; Senior Executive Officer; Deputy
General Manager of Business Operation Overall
Division; Division Chief of Environmental Energy
and Control Systems Business Unit
March 2019
Director; Chief Operating Officer; General
22,386
Manager of Business Operation Overall Division;
sharesKoga Factory Manager; Division Chief ofEnvironmental Energy and Control Systems
Yoshiaki Honda
Business Unit
(August 17, 1959)
March 2022
Director; Chief Operating Officer; General
Male
Manager of Business Operation Overall Division;
Koga Factory Manager (to present)[Reappointment][Currently serving as:]Environmental Management Officer[Reason for nomination as candidate for Director]
Mr. Yoshiaki Honda was appointed as Executive Officer in 2013, and has a wealth of experience cultivatedprimarily through execution of business in the fields of social infrastructural and environmental system business,
as well as a prominent level of insight into social and economic trends, among other matters.
In addition, he has been involved in the management of the Company since assuming the office of Director
in 2018.
In light of the above background and as a result of comprehensive consideration of his experience, knowledge,
and insight, the Company has nominated him again as a candidate for Director.

-6-

No.

Name
(Date of birth)

Career summary, positions, responsibilities,
and significant concurrent positions
April 1985
March 2005
January 2006
January 2006
March 2010

5

Katsutoshi Arie
(March 20, 1963)
Male[New appointment]

6

April 2013
March 2019

Joined the Company
Director; Department Manager of Solutions
Services Department of Seiko IT Solution Co., Ltd.
Executive Officer; Division Manager of IT
Solution Division of the Company
President of Seiko IT Solution Co., Ltd. (topresent)
Director; Senior Executive Officer; Division
Manager of IT Solution Division of the Company
Director; Senior Executive Officer; Division Chiefof IT System Solutions Business Unit
Chief Operating Officer; Division Chief of IT
System Solutions Business Unit (to present)

Number ofshares of theCompany held

34,966
shares[Significant concurrent positions]
President of Seiko IT Solution Co., Ltd.

[Reason for nomination as candidate for Director]
Mr. Katsutoshi Arie was appointed as Executive Officer in 2006, and has a wealth of experience cultivatedprimarily through execution of business in the field of information technology, as well as a prominent level of
insight into social and economic trends, among other matters.
In light of the above background and as a result of comprehensive consideration of his experience, knowledge,
and insight, the Company has newly nominated him as a candidate for Director.
April 1985
Joined the Company
October 2002
Department Manager of Solutions Business
Department, Information System Division
March 2005
Director (to present); Department Manager of
Solutions Business Department of Seiko IT
Solution Co., Ltd.
January 2010
Director; Supervisor of Tokyo Area; Supervisor of
Sales Business Unit
February 2016
Director; Supervisor of Services Business Unit
June 2017
President and Representative Director of Seiko IT
Solution Philippines Inc.
March 2019
Executive Officer of the Company
15,116
President and Representative Director of Seiko IT
sharesSolution Philippines Inc.
Mitsuru Yamaguchi March 2020
Executive Officer; Department Manager of Human
Resources Development Department of the(December 20, 1962)
Company
Male
President and Representative Director of Seiko IT
Solution Philippines Inc.
[New appointment]
February 2021
Director of Seiko IT Solution Philippines Inc. (topresent)
March 2021
Executive Officer; Deputy Division Chief of IT
System Solutions Business Unit; Department
Manager of Human Resources Development
Department of the Company (to present)[Reason for nomination as candidate for Director]
Mr. Mitsuru Yamaguchi was appointed as Executive Officer in 2019, and has a wealth of experience cultivatedprimarily through development of overseas business in the field of information technology and execution ofbusiness in the field of human resource development, as well as a prominent level of insight into social andeconomic trends, among other matters.
In light of the above background and as a result of comprehensive consideration of his experience, knowledge,
and insight, the Company has newly nominated him as a candidate for Director.

-7-

No.

Name
(Date of birth)

Career summary, positions, responsibilities,
and significant concurrent positions
April 1986
July 2003

July 2006

July 2007
July 2008
July 2011

July 2013
Hiroshi Wani
(May 10, 1960)
Male
7

July 2015
April 2017

[New appointment][Outside]
April 2020
[Years served as
Outside Director]-

June 2022

Joined Kyushu Electric Power Co., Inc.
Assigned to Corporate Planning Office; Seconded
to the Federation of Electric Power Companies ofJapan
Head of Power Market System Group, Power
System Operation Department of Kyushu ElectricPower Co., Inc.
Head of Wide Area Management Group, Power
System Operation Department
Head of Power Supply Planning Group, Power
System Operation Department
Deputy General Manager of Transmission and
System Operation Division; Head of Power Supply
Planning Group
Deputy General Manager of Transmission and
System Operation Division; Head of Plan
Management Group
General Manager of Miyazaki Power Center
General Manager of Transmission and System
Operation Division (System Operation); Head ofOperation Group (January 2018 to June 2018),
Transmission and Distribution Company
Executive Officer; General Manager of Oita
Branch Office
Executive Vice President and Representative
Director; General Manager of Power System
Technology Division of Kyushu Electric Power
Transmission and Distribution Co., Inc. (topresent)

Number ofshares of theCompany held

0 shares[Significant concurrent positions]Executive Vice President and Representative Director of Kyushu
Electric Power Transmission and Distribution Co., Inc.
[Reason for nomination as candidate for Outside Director and summary of expected roles]
Mr. Hiroshi Wani has a prominent level of expertise based on his wealth of practical experience cultivatedprimarily through execution of business in the power transmission and other divisions at Kyushu Electric Power
Co., Inc. and Kyushu Electric Power Transmission and Distribution Co., Inc. In addition, he possesses an excellent
character and exceptional insight. The Company expects him to contribute to strengthening the supervisory
function of business execution and provide advice and recommendations from a broad management perspective.
The Company has thus nominated him as a new candidate for Outside Director.

-8-

No.

Name
(Date of birth)

Career summary, positions, responsibilities,
and significant concurrent positions
April 1980
July 2005
July 2006
June 2008
June 2011

June 2014

Shigeyuki Takasaki(January 7, 1955)
Male
8[Reappointment][Outside][Independent][Years served as
Outside Director]
2 years

June 2015

June 2017

April 2019
April 2020
April 2020
June 2020
March 2021

Joined Nishi-Nippon Railroad Co., Ltd.
General Manager of Planning Department
General Manager of Corporate Planning
Department, Corporate Planning Division
Director of the Board and Executive Officer;
General Manager of Corporate Planning Division
Director of the Board and Managing Executive
Officer; Director of Urban Development Business
Division
Director of the Board and Senior Managing
Executive Officer; Director of Housing Business
Division
Director of the Board and Senior Managing
Executive Officer; Director of Hotel Business
Division
CEO and Senior Managing Executive Officer;
Director of Town Development Promotion
Division
CEO and Senior Managing Executive Officer;
Director of Urban Development Business Division
Director of the Board
President of School Foundation Nishitetsu Gakuen
Corporate Advisor of Nishi-Nippon Railroad Co.,
Ltd. (to present)
Outside Director of the Company (to present)

Number ofshares of theCompany held

0 shares[Significant concurrent positions]
Corporate Advisor of Nishi-Nippon Railroad Co., Ltd.
[Reason for nomination as candidate for Outside Director and summary of expected roles]
Mr. Shigeyuki Takasaki has been involved in the management of Nishi-Nippon Railroad Co., Ltd. for many years,
and has a wealth of experience and a wide range of knowledge and insight regarding corporate planning andbusiness strategy. In addition, the Company expects him to play an appropriate role in matters, such as supervising
the management team through his involvement in their nomination and compensation as a member of theNomination & Compensation Advisory Committee, a voluntary committee. The Company has thus nominatedhim again as a candidate for Outside Director.

-9-

No.

Name
(Date of birth)

Career summary, positions, responsibilities,
and significant concurrent positions
March 1970
June 1982
March 1985
June 1988
June 1991
June 1996
July 2001

Kozo Ishida(November 4, 1944)
Male
9[Reappointment][Outside][Independent][Years served as
Outside Director]
6 years

June 2002
June 2005
March 2014
March 2016
September 2016
November 2016
March 2017
April 2018
April 2021

Joined HORIBA, Ltd.
General Manager of Product Department I,
Development and Sales Division
Director and President of HORIBA Europe GmbH
(Germany)
Director of HORIBA, Ltd.
Managing Director
Senior Managing Director
Director and President (CEO) of HORIBA SAS(currently HORIBA ABX SAS) (France)
Executive Vice President of HORIBA, Ltd.
Executive Vice President and Representative
Director
Executive Vice Chairman
Senior Advisor
External Director of ULVAC, Inc. (to present)
Corporate Adviser of the Company
Outside Director (to present)
Fellow of HORIBA, Ltd.
Corporate Fellow (to present)

Number ofshares of theCompany held

0 shares[Significant concurrent positions]
Corporate Fellow of HORIBA, Ltd.
External Director of ULVAC, Inc.

[Reason for nomination as candidate for Outside Director and summary of expected roles]
Mr. Kozo Ishida has overseas business experience and technical knowledge cultivated through businessexperience at HORIBA, Ltd. In addition, the Company expects him to play an appropriate role in matters, suchas supervising the management team through his involvement in their nomination and compensation as a memberof the Nomination & Compensation Advisory Committee, which is a voluntary committee. The Company has
thus nominated him again as a candidate for Outside Director.

- 10 -

No.

Name(Date of birth)

Career summary, positions, responsibilities,
and significant concurrent positions
April 1984
April 1990
January 1999
April 2004

April 2004
Reiko Aoki
(March 20, 1959)
Female10[Reappointment][Outside][Independent][Years served as
Outside Director]
2 years

April 2007
July 2008
May 2016
March 2021

Joined Fukuoka Prefectural Government
Advisor for Exchange with China of Fukuoka
Prefecture
President of Beijing Great Wall Circle Vision
Theater (Japan-China joint venture)
CEO of DLC Japan China Business Consulting
Co., Ltd. (currently DLC·GB Consulting Co., Ltd.)(to present)
Adjunct Lecturer of Faculty of Economics,
Fukuoka University
Lecturer of Waseda University China School
Head of Fukuoka International Student Support
CenterRepresentative Director and Chairman of Jindesign
Co., Ltd. (to present)
Outside Director of the Company (to present)

Number ofshares of theCompany held

0 shares[Significant concurrent positions]
CEO of DLC·GB Consulting Co., Ltd.

[Reason for nomination as candidate for Outside Director and summary of expected roles]
Ms. Reiko Aoki has experience and knowledge cultivated by working as a consultant at a consulting firm
operating primarily in China for many years. In addition, the Company expects her to play an appropriate role inmatters, such as providing advice and recommendations from the perspective of diversity and supervising themanagement team through her involvement in their nomination and compensation as a member of the Nomination& Compensation Advisory Committee, which is a voluntary committee. The Company has thus nominated her
again as a candidate for Outside Director.

- 11 -

Notes: 1. Mr. Hiroshi Wani is Executive Vice President and Representative Director of Kyushu ElectricPower Transmission and Distribution Co., Inc., with which the Company makes business
transactions of selling products (related to power equipment). In addition, in the past ten years,
he executed business at Kyushu Electric Power Co., Inc., which is a specified associated service
provider (major business partner) of the Company. His positions and responsibilities were as
described on page 8.
2. There are no special interests between any of the other candidates for Directors and theCompany.
3. Messrs. Hiroshi Wani, Shigeyuki Takasaki, and Kozo Ishida and Ms. Reiko Aoki are candidates
for Outside Directors.
4. The Company has concluded agreements with Outside Directors to limit their liability fordamages under Article 423, Paragraph 1 of the Companies Act. The maximum amount of their
liability for damages under the agreements is the minimum amount stipulated in Article 425,
Paragraph 1 of the Companies Act. If this proposal is approved as originally proposed, theCompany plans to continue the same agreements with Messrs. Shigeyuki Takasaki and Kozo
Ishida and Ms. Reiko Aoki and conclude the same agreement with Mr. Hiroshi Wani.
5. In order to ensure the independence of Outside Directors, in addition to the standards stipulatedby the Tokyo Stock Exchange and the Fukuoka Stock Exchange, the Company has established
its own criteria for determining independence of Outside Directors (as described on page 18).
Messrs. Shigeyuki Takasaki and Kozo Ishida and Ms. Reiko Aoki meet these criteria, and theCompany has registered them with each of the stock exchanges as independent officers.
6. The Company has concluded a directors and officers liability insurance agreement provided
for in Article 430-3, Paragraph 1 of the Companies Act with an insurance company. In theevent of a claim for damages submitted by a shareholder or a third party, etc., the said insurance
agreement shall compensate for damages including compensation for damages and legal
expenses to be borne by the insureds. If this proposal is approved, and the candidates assume
the office of Director, they will become the insureds under the said insurance agreement. The
Company plans to renew the said insurance agreement during their terms of office.

- 12 -

Proposal 2:

Election of One (1) Auditor

Auditor Mr. Teruo Shiotsuki will resign at the conclusion of the Meeting. Accordingly, the Company
proposes that one Auditor be elected as his substitute.
The candidate for Auditor has been nominated at the Board of Directors meeting after deliberation at
the Nomination & Compensation Advisory Committee, which consists of five (5) members, including three(3) independent Outside Directors, and after consent was obtained from the Board of Auditors.
The candidate for Auditor is as follows.
Name
Number of
Career summary, positions(Date of birth)shares of theand significant concurrent positions(Gender)Company held
April 1980
Joined Kyushu Denki Koji Corporation (currently
Kyudenko Corporation)
July 1998
Manager of Administration Section, General Affairs
Department, Tokyo Branch Office
July 2000
Manager of Accounting Section, Accounting
Department
July 2003
General Manager of Accounting Department
April 2005
General Manager of General Affairs Department,
Fukuoka Branch Office
April 2007
Deputy General Manager of Fukuoka Branch Office;General Manager of General Affairs Department,
Fukuoka Branch Office
Katsunori Takada
0 sharesMarch
2009
Head of Business Audit Office, Office of President(April 6, 1957)
April 2011
Head of Office of President
Male
April 2012
Director; Head of Office of President[New appointment]
April 2013
Director; General Manager of Accounting[Outside]
Department[Independent]
April 2015
Executive Officer; General Manager of Accounting
Department[Years served as
April 2017
Senior Executive Officer; General Manager of
Outside Auditor]
Finance Department
April 2020
Assigned to Personnel Affairs Department;
seconded to Kyushudenko Home, Co., Ltd.
(currently Kyu-Denko Home, Inc.); Representative
Director and President (to present)[Reason for nomination as candidate for Outside Auditor]
Mr. Katsunori Takada has served as general manager of accounting department, etc. of Kyudenko Corporation,and has sufficient knowledge on and insight into finance and accounting. The Company hopes that he willleverage his wealth of experience and wide range of knowledge and insight cultivated through serving as
executive officer at Kyudenko Corporation and representative director and president at Kyu-Denko Home, Inc.
in management of the Company in general. The Company also hopes that he will contribute to improving theobjectiveness of the management monitoring function and strengthening the supervisory function. The Company
has thus nominated him as a new candidate for Outside Auditor.

- 13 -

Notes: 1. There are no special interests between Mr. Katsunori Takada and the Company.
2. Mr. Katsunori Takada is a candidate for Outside Auditor.
3. The Company has concluded agreements with Outside Auditors to limit their liability fordamages under Article 423, Paragraph 1 of the Companies Act. The maximum amount of their
liability for damages under the agreements is the minimum amount stipulated in Article 425,
Paragraph 1 of the Companies Act. If this proposal is approved as originally proposed, theCompany plans to conclude the same agreement with Mr. Katsunori Takada.
4. In order to ensure the independence of Outside Auditors, in addition to the standards stipulatedby the Tokyo Stock Exchange and the Fukuoka Stock Exchange, the Company has established
its own criteria for determining independence of Outside Auditors (as described on page 18).
Mr. Katsunori Takada meets these criteria, and the Company plans to register him with each of
the stock exchanges as an independent officer.
5. The Company has concluded a directors and officers liability insurance agreement provided
for in Article 430-3, Paragraph 1 of the Companies Act with an insurance company. In theevent of a claim for damages submitted by a shareholder or a third party, etc., the said insurance
agreement shall compensate for damages including compensation for damages and legal
expenses to be borne by the insureds. If this proposal is approved, and Mr. Katsunori Takada
assumes the office of Auditor, he will become the insured under the said insurance agreement.
The Company plans to renew the said insurance agreement during his term of office.

- 14 -

(Reference)
1. Skill matrix of Directors and Auditors under the new management structure
The Board of Directors of the Company has identified important skills for company management asfollows and expects Directors and Auditors to fully demonstrate their abilities.
First, skills of “corporate management,” “finance/accounting,” “legal/risk management,”“technology/manufacture/R&D,” “sales/marketing,” and “personnel affairs/HR development” are thebasis for each and every judgment in company management.
Furthermore, in order to steadily solve social issues through the use of digital technologies andpromote sustainability management according to the Mid-term Management Plan (SEIKO IC2026),
skills of “global” and “innovation” are also required.
If each proposal is approved at the Meeting, the skill matrix of Directors and Auditors under the new
management structure will be as shown on the next page.
■ Evaluation of effectiveness of the Board of Directors

The Company evaluates the effectiveness of the Board of Directors through questionnaire
surveys with all Directors and Auditors, including Outside Directors and Outside Auditors,
and reports the aggregated and analyzed results to the Board of Directors.
In evaluating the effectiveness, the Company uses the skill matrix presented on the next
page.
In fiscal 2022, the evaluation was performed in November and December and reported
to the Board of Directors in December. The Board of Directors has concluded that it isappropriately performing its functions in general, such as collecting information, discussing
from a multi-faceted perspective, making decisions on important matters, and monitoringbusiness execution, and that the effectiveness of the Board of Directors is being ensured.
The Company will continue to make further improvements and work to increase theeffectiveness of the Board of Directors.

- 15 -

Areas of expertise particularly expected of the Directors and Auditors
Name

Naonori
Tsuchiya
Hidetoshi
Soeda

Tsutomu
TanakaYoshiaki
Honda

GenderPositions and responsibilities
at the Company(Planned)

Chairman and Representative
Director
Chairman of the Nomination &Compensation Advisory Committee
President and Representative
Director
Male
Member of the Nomination &Compensation Advisory Committee
Director; Chief Operating Officer;
General Manager of Corporate
Male Planning and Development
Division; Officer of CSR andInternal Control and ComplianceDirector; Chief Operating Officer;
General Manager of Business
Male Operation Overall Division; Koga
Factory Manager; Environmental
Management Officer
Director; Chief Operating Officer;
Male Division Chief of IT System
Solutions Business Unit
Director; Chief Operating Officer;
General Manager of Sales
Male Operation and Management
Division; General Manager ofTokyo Office
MaleFinance
Corporate
management /Accounting

Technology/
Personnel
Legal
Sales
/Risk
Manufacture
affairs/HR/Marketing
management/R&D
development

●

●

●

●

●

●

●

●

●

●

●

●
●

●

●

●

●

●

●

●

●

Independent Outside Director
Male Member of the Nomination &Compensation Advisory Committee●

Independent Outside Director
Kozo Ishida Male Member of the Nomination &Compensation Advisory Committee●

Independent Outside Director
Reiko Aoki Female Member of the Nomination &Compensation Advisory Committee●

Hiroshi Niiro Male Auditor (Full-time)

●

●

●

●

●

●

Mitsuru
Yamaguchi

Hiroshi Wani Male Outside Director
Shigeyuki
TakasakiKatsunori
TakadaMale

MakotoKondo

Male Independent Outside Auditor

Independent Outside Auditor (Fulltime)

Innovation●●

Katsutoshi
Arie

Global

●

●

●

●

●

●

●

●

●

●

●

●

●

●

●

●

●

(Note) This matrix does not present all skills possessed by Directors and Auditors.

- 16 -

●

●

●
●

●

2. Policies and procedures for nominating candidates for Directors and Auditors
In order to ensure the objectivity and transparency of the functions of the Board of Directors and tofurther strengthen the corporate governance system, the Company has established a Nomination &Compensation Advisory Committee, which consists of five members, including three independent
Outside Directors.
In nominating candidates for Directors and Auditors, taking into consideration the following
selection criteria and the concepts regarding the composition of the Board of Directors and the Board ofAuditors, the Board of Directors meeting makes decisions, after deliberation at the Nomination &Compensation Advisory Committee and obtaining consent from the Board of Auditors with regard to
candidates for Auditors.
<Criteria for selecting candidates for Directors and Auditors>
Candidates for Directors (excluding candidates for Outside Directors) and candidates for Auditors(excluding candidates for Outside Auditors) shall have a wealth of experience as corporate managers,
a prominent level of insight into social and economic trends, among other matters, and diverse
perspectives.

Candidates for Outside Directors shall be able to provide advice on management of a company ingeneral based on a broad range of knowledge and insight, and a wide variety of experience.
Candidates for Outside Auditors shall have a broad range of knowledge and insight and be able tomonitor the management of a company in general and provide effective advice.
<Concepts regarding the composition of the Board of Directors>In order to ensure the balance and diversity of knowledge, experience, and abilities of the Board of
Directors as a whole, the Board of Directors shall be composed of Outside Directors and Internal
Directors. As for the size of the Board of Directors, the number of its members shall be such that its
functions can be performed most effectively and efficiently.
More than one independent Outside Directors shall be appointed.
<Concepts regarding the composition of the Board of Auditors>

The Board of Auditors shall consist of four or fewer members with appropriate experience andabilities as well as the necessary knowledge of finance, accounting, and legal affairs. In particular, atleast one person shall have sufficient knowledge on and insight into finance and accounting.

- 17 -

3. Criteria for determining independence of outside officers
The Company determines that an Outside Director or an Outside Auditor (“Outside Officer”) is
independent unless he/she falls under any of the following items.
The Outside Officer himself/herself, or his/her spouse or relative within the second degree of kinship is:(1) A person who currently executes business of the Company or its group company or a person who
executed business of the Company or its group company during a period of ten years prior to his/her
appointment(2) A person who executes business of a corporation, etc. which is a business partner of the Company
and which made a payment to the Company in any of the three most recently ended fiscal years of
the Company of an amount exceeding 3% of the consolidated net sales of the Company for the
relevant fiscal year or a person who executes business of a financial institution which is essential for
the Company’s fund raising and on which the Company is dependent to the extent that it has noalternative(3) A person who executes business of a corporation, etc. of which the Company is a business partner
and which received a payment from the Company in any of the three most recently ended fiscal
years of the Company of an amount exceeding 5% of the consolidated net sales of the corporation
for its respective most recently ended fiscal year
(4) A person who received compensation exceeding ¥10 million directly from the Company as a legal,
accounting, or tax expert or consultant (excluding compensation received for serving as an officerof the Company) in any of the three most recently ended fiscal years of the Company (If the person
who received the compensation is an organization, a person who belongs to the organization)(5) A person who belongs to an organization, etc. which received donations or subsidies of an amountexceeding ¥10 million per year from the Company in any of the three most recently ended fiscal
years of the Company(6) A person who executes business of a corporation, etc. which is a shareholder of the Company whopractically holds shares representing 10% or more of the Company’s voting rights or a person who
executed business of a corporation, etc. which is a shareholder of the Company who practically holds
shares representing10% or more of the Company’s voting rights during a period of ten years prior
to his/her appointment- 18 -