Note: This document has been translated from a part of the Japanese original for reference purposes only. In
the event of any discrepancy between this translated document and the Japanese original, the original shallprevail. The Company assumes no responsibility for this translation or for direct, indirect or any other formsof damages arising from the translation.
(Stock Exchange Code 7613)
March 6, 2024

To Shareholders with Voting Rights:
Shiro Murai
Chairman
SIIX Corporation
1-4-9, Bingo-machi, Chuo-ku, Osaka

NOTICE OF THE 32ND ANNUAL GENERAL SHAREHOLDER’S MEETING
Dear Shareholders:
We would like to express our appreciation for your continued support and patronage.
You are cordially notified of the 32nd Annual General Shareholder’s Meeting of SIIX Corporation (the“Company”). The meeting will be held for the purposes described below.
In convening the meeting, the Company has taken measures for electronic provision. Electronic provision
measures matters are posted on the website presented below as “Notice of the 32nd Annual General
Shareholder’s Meeting.”
The Company’s website:
https://www.siix.co.jp/en/ir/stock/soukai/
In addition to the above website, they are posted on the website presented below as well.
Tokyo Stock Exchange’s website:
https://www2.jpx.co.jp/tseHpFront/JJK020010Action.do?Show=Show
Please access the above Tokyo Stock Exchange’s website, enter the name or the stock exchange code of theCompany, press “Search,” select “Basic information,” and then select “Documents for public inspection/PR
information” to see them.
In lieu of attending the meeting in person, you can exercise your voting rights in writing or via the Internet,
etc. Please review the Reference Documents for the General Shareholder’s Meeting provided in the electronic
provision measures matters, and exercise your voting rights in the manner described hereafter by 5:30 p.m.
(Japan time) on Tuesday, March 26, 2024.
1. Date and Time:

Wednesday, March 27, 2024 at 10:00 a.m. Japan time

2. Place:

Banquet Hall SAN, on 2nd floor of CITYPLAZA OSAKA at
2-31, Honmachibashi, Chuo-ku, Osaka

3. Meeting Agenda:
Matters to be reported: 1. The Business Report, Consolidated Financial Statements andNon-consolidated Financial Statements for the Company’s 32nd Fiscal Year
(January 1, 2023 - December 31, 2023)
2. Results of audits of the Consolidated Financial Statements by the Accounting
Auditor and the Audit & Supervisory Board-1-

Proposals to be resolved:
Proposal 1:
Appropriation of Surplus
Proposal 2:
Partial Amendments to the Articles of Incorporation
Proposal 3:
Election of Eleven (11) Directors
Proposal 4:
Election of One (1) Audit & Supervisory Board Member
Proposal 5:
Revision of the Amount of Remuneration, etc. for Directors〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰






When attending the meeting, please submit the enclosed Voting Rights Exercise Form at the receptiondesk.
The reception desk is scheduled to open at 9:00 a.m.
Should the electronic provision measures matters require revisions, details of the revisions will be postedon the websites they are on.
Please note that the Company does not distribute gifts to shareholders who attend the meeting.
Pursuant to the provisions of laws and regulations and Article 15 of the Articles of Incorporation of theCompany, the following items are not included in the documents sent to the shareholders who requested
delivery of a hard copy of the documents. Accordingly, the said documents are part of the documents
audited by the Audit & Supervisory Board Member and the Accounting Auditor when they prepared audit
reports.
- Matters regarding establishment of a system to ensure the appropriateness of operations of a stockcompany- Overview of the operational status of a system to ensure the appropriateness of operations of a stockcompany- Consolidated Statements of Changes in Net Assets- Notes to the Consolidated Financial Statements- Non-consolidated Statements of Changes in Net Assets- Notes to the Non-consolidated Financial Statements-2-

Procedures for Exercise of Voting Rights
You can exercise your voting rights in either of the three ways described below.
Please examine the “Reference Documents for the General Shareholder’s Meeting” provided in electronic
provision measures matters before exercising your voting rights.
 Attending the Shareholder’s Meeting
When attending the meeting, please submit the enclosed Voting Rights Exercise Form at the reception
desk.
Date and Time:

Wednesday, March 27, 2024
10:00 a.m. Japan time (reception starts at 9:00 a.m.) Exercising voting rights in writing
Please indicate your vote for or against the proposals on the enclosed Voting Rights Exercise Form andreturn it by mail. The completed form must reach us no later than the below voting deadline. If there is no
indication of a vote for or against the proposals on the Voting Right Exercise Form, it will be treated as
an indication of a vote for the proposals.
Voting deadline:

Tuesday, March 26, 2024
5:30 p.m. Japan time Exercising voting rights via the Internet
Please use your smartphone, PC, etc. to access the Exercise of Voting Rights Website. Follow the
instructions shown on the screen to indicate your votes for or against the proposals.
Please see “Guide to Exercise Voting Rights via the Internet” on the next page for details.
Voting deadline:

Tuesday, March 26, 2024
5:30 p.m. Japan time

• If you have exercised your voting rights both via the Internet, etc. and in writing, only the vote exercised
via the Internet, etc. will be valid. Also, if you have exercised your voting rights more than once via theInternet, etc., the last vote will be valid.
• Any charges related to the Internet use (connection fees, communication fees, etc.) shall be borne byshareholders.
• You may not be able to use the Internet option depending on your internet access environment, thesubscribed service, or the device used.
 Exercise via the Electronic Voting Platform (for institutional investors)
Institutional investors may use the “Electronic Voting Platform” operated by ICJ, Inc. to electronically
exercise the voting rights for this General Shareholder’s Meeting.

-3-

Guide to Exercise Voting Rights via the Internet
Deadline for voting via the Internet:
5:30 p.m. (Japan time) on Tuesday, March 26, 2024
 Exercising Voting Rights using your smartphone, etc.
1. Read the QR code printed on the Voting Rights Exercise Form.
*QR Code is a registered trademark of DENSO WAVE INCORPORATED.
2. Tap the “To Exercise Voting Rights” button on the top screen of the General Shareholder’s Meeting
Portal.
3. The top screen of Smart Exercise® will be displayed. Follow the instructions shown on the screen to
indicate your votes.


Exercising Voting Rights using your PC, etc.
Please access the website at the following URL and log in by entering your login ID and password
printed on the Voting Rights Exercise Form. Follow the instructions shown on the screen to indicate yourvotes after login.
General Shareholder’s Meeting Portal:
https://www.soukai-portal.net (Japanese only)
Exercise of Voting Rights Website continues to be available:
https://www.web54.net (Japanese only)

Notes:
 If you wish to change the content of your votes after exercising your voting rights, please enter the“Exercise of Voting Rights Code” and the “Password” printed on the Voting Rights Exercise Form.
 If you have exercised your voting rights both via the Internet, etc. and in writing, only the vote exercised
via the Internet, etc. will be valid. Also, if you have exercised your voting rights more than once via theInternet, etc., the last vote will be valid.
 Voting via the Internet is not available due to maintenance from 0:00 to 5:00 on the first Monday ofJanuary, April, July, and October.
Inquiries:
Stock transfer agency service web support desk, Sumitomo Mitsui Trust Bank, Limited:

Tel 0120-652-031 (9:00 – 21:00)-4-

Reference Documents for the General Shareholder’s Meeting
Proposals and References
Proposal 1:
Appropriation of Surplus
Matters concerning the year-end dividend
In line with the basic policy of ensuring continuous and stable profit distribution to shareholders, theCompany proposes the year-end dividend for the fiscal year under review as described below, taking into
consideration the internal reserves for future business development and reinforcement of the management
base, as well as our business results for the fiscal year under review.
(1) Type of dividend property
Cash(2) Matters concerning the allotment of dividend property to shareholders and the total amount thereof
In light of the Company’s business results for the fiscal year under review and future businessdevelopment, the Company proposes the payment of a dividend of 28 yen per share.
(Total dividend payment: 1,318,082,500 yen)
As a result, the Company’s annual dividend will be 44 yen per share including the interim dividend of
16 yen per share paid in September 2023.
(3) Effective date of dividend from surplus
March 28, 2024

-5-

Proposal 2:

Partial Amendments to the Articles of Incorporation

1.

Reasons for the proposal
In order to prepare for future business expansion and strategic business development of the Company, theaddition of the content of the purpose shall made to (Purpose) Article 3 of the current Articles ofIncorporation, and the addition shall be made to the existing businesses listed as the purpose at the same
time.

2.

Details of amendments
The details of the amendments are as follows.

(Amended parts are underlined.)
Current Articles of Incorporation(Purpose)
Article 3

Proposed Amendments

The purpose of the Company shall be toengage in the following businesses.
1. Export, import and sale of the following
products:(1) Electronic and electrical components andmaterials;(2) Computer peripherals and parts thereof;(3) Household electric products,
communications equipment, officeequipment, and parts thereof;(4) Parts and electronic components formotorcycles and automobiles;(5) Inorganic industrial chemicals, organic
industrial chemicals, and fertilizer;(6) Pharmaceuticals, quasi-pharmaceuticalproducts, veterinary pharmaceuticals,
medical devices, feedstuff, feed additives,
food additives, and agrochemicals;(7) Printing equipment, photoengraving
equipment, photographic equipment,
acoustical equipment, color control
equipment, and other measuring devices;(8) Printing materials, photoengraving materials,
photographic materials, and acousticalmaterials;(9) Various types of printing ink and varnish;(10) Alcoholic drinks, food products and drinking
water;(11) Products and processed goods related to allof the abovementioned products.
2. - 6.
(Omitted)
7. Worker dispatching services(Newly established)
8. Rental and management of real estate
9. Any businesses incidental to the above items(Purpose)
Article 3-6-

The purpose of the Company shall be toengage in the following businesses.
1. Manufacturing, export, import and sale of thefollowing products:(1) Electronic and electrical components andmaterials;(2) Computer peripherals and parts thereof;(3) Household electric products,
communications equipment, officeequipment, and parts thereof;(4) Parts and electronic components formotorcycles and automobiles;(5) Inorganic industrial chemicals, organic
industrial chemicals, and fertilizer;(6) Pharmaceuticals, quasi-pharmaceuticalproducts, veterinary pharmaceuticals,
medical devices, feedstuff, feed additives,
food additives, and agrochemicals;(7) Printing equipment, photoengraving
equipment, photographic equipment,
acoustical equipment, color control
equipment, and other measuring devices;(8) Printing materials, photoengraving materials,
photographic materials, and acousticalmaterials;(9) Various types of printing ink and varnish;(10) Alcoholic drinks, food products and drinking
water;(11) Products and processed goods related to allof the abovementioned products.
2. - 6. (No change)
7. Worker dispatching undertakings
8. Paid employment placement services
9. Rental and management of real estate
10. Any businesses incidental to the above items

Proposal 3:
Election of Eleven (11) Directors
The terms of office of all nine (9) Directors will expire at the conclusion of this General Shareholder’sMeeting.
Accordingly, aimed at further strategic expansion of business and sustainable growth of the Company, theelection of eleven (11) Directors is proposed, including two new appointments.
The candidates for Directors have qualified for the election based on the report made by the Nomination
and Remuneration Advisory Committee.
The candidates for Directors are as follows.
Messrs. Shinsuke Takatani, Susumu Omori, Nao Yoshizawa and Ms. Yasuko Fujii are candidates for
Outside Directors.
No.

Name

Current positions andresponsibilities at theCompany

Attendance at Board of
Directors meeting1

Shiro Murai

Reappointment

Chairman, Executive
Officer100%(16/16 meetings)

2

Koji Yanase

Reappointment

President, Executive
Officer100%(16/16 meetings)

Director & Executive
Officer, General Manager,
Finance & Accounting
Department
Director & Executive
Officer, General Manager,
General Affairs
Department, General
Manager, Tokyo General
Affairs Department100%(16/16 meetings)

3

Seiji Ono

Reappointment

4

Toru Maruyama

Reappointment

5

Hiroaki Takagi

Reappointment

Director & Executive
Officer, in charge of
Global Engineering100%(16/16 meetings)

6

Kazuya Hiraoka

New appointment

Executive Officer, incharge of China-

100%(13/13 meetings)

100%(16/16 meetings)

7

Fukiko Iguchi

Reappointment

Director & Executive
Officer, Head ofSecretariat Office, incharge of CSR

8

Shinsuke Takatani

Reappointment
Outside Director
Independent Officer

Outside Director

100%(16/16 meetings)

9

Susumu Omori

Reappointment
Outside Director
Independent Officer

Outside Director

100%(16/16 meetings)

10

Nao Yoshizawa

Reappointment
Outside Director
Independent Officer

Outside Director

100%(16/16 meetings)

-7-

No.

Name

11

Yasuko Fujii(Current name: Hikita)

New appointment
Outside Director
Independent Officer-8-

Current positions andresponsibilities at theCompany

Attendance at Board of
Directors meeting

Outside Audit &Supervisory Board
Member100%(13/13 meetings)

No.

Name
(Date of birth)

Past experience, positions, responsibilities and significant concurrent positions
April 1952
May 1970
June 1985
February 1988
June 1992
March 2003
March 2005
March 2014

Number ofshares of theCompany held

Joined SAKATA SHOKAI Co., Ltd. (currently SAKATA INXCORPORATION)
Director, SAKATA SHOKAI Co., Ltd.
Director and Vice President, SAKATA SHOKAI Co., Ltd.
Concurrently served as President, The Inx Group Ltd.
President of the Company
Chairman & CEO of the Company
Chairman & CEO, Executive Officer of the Company
Chairman, Executive Officer of the Company (to present)

Reappointment

1

1,408,727

Shiro Murai(September 10, 1928)
Attendance at Board of
Directors meeting
16/16 meetings[Reasons for nomination as candidate for Director]
As the founder of the Company, Mr. Shiro Murai has long exercised his strong leadership in steering themanagement of the Company, and he has established its business model as it is today. With his excellent
analytical skills in understanding international conditions of politics and macroeconomics, he demonstrates his
managerial ability underpinned by the exceptionally deep insights, directing and leading the Group at a highstandard towards the Company’s sustained growth.
Accordingly, the Company believes that he is well qualified for the position of Director, and therefore proposes
his reappointment.

-9-

No.

Name
(Date of birth)

Past experience, positions, responsibilities and significant concurrent positions
April 1990
December 1991
April 2012
January 2014
September 2019
March 2020

Number ofshares of theCompany held

Joined SAKATA INX CORPORATION
Singapore Representative Office, SAKATA INXCORPORATIONManager, Related Business Department of the Company
Executive Officer, in charge of Europe Area of the Company
Managing Director, SIIX Europe GmbH
Executive Officer, in charge of Global Sales & Europe Area of
the Company
President, Executive Officer of the Company (to present)

Reappointment

2

20,881

Koji Yanase(December 10, 1967)
Attendance at Board of
Directors meeting
16/16 meetings[Reasons for nomination as candidate for Director]
Since joining the Company, Mr. Koji Yanase has produced great results in terms of developing good relationships
with major customers of the Company and closing transactions with its new customers, at the forefront of sales.
Having years of experience working overseas, he provided appropriate direction on the occasion of commencing
transaction with a large new customer in Europe. He is also well-versed in the management infrastructure such as
business practices, logistics and IT at factories, and he is expected to further grow the Company in the future.
Accordingly, the Company believes that he is well qualified for the position of Director, and therefore proposes
his reappointment.

- 10 -

No.

Name(Date of birth)

Past experience, positions, responsibilities and significant concurrent positions
April 1984
March 1991
June 1996
September 2005
April 2007
March 2008
February 2009
April 20093

Reappointment

March 2017

Seiji Ono
(November 21, 1961)

March 2019

Attendance at Board of
Directors meeting
January 2021
16/16 meetings

Joined SAKATA SHOKAI Co., Ltd. (currently SAKATA INXCORPORATION)
Chicago Representative Office, SAKATA SHOKAI Co., Ltd.
Singapore Representative Office of the Company
Manager, Finance Group, Finance & Accounting Departmentof the Company
Manager, Related Business Department of the Company
Shanghai Representative Office of the Company
General Manager, Finance & Accounting Department of theCompany
Executive Officer, General Manager, Finance & Accounting
Department of the Company
Executive Officer, General Manager, Finance & Accounting
Department, in charge of Information System Department of
the Company
Director & Executive Officer, General Manager, Finance &Accounting Department, in charge of Information System
Department of the Company
Director & Executive Officer, General Manager, Finance &Accounting Department of the Company (to present)[Reasons for nomination as candidate for Director]
Since joining the Company, Mr. Seiji Ono has consistently served key positions in finance and accounting
divisions at overseas group companies. Currently, he is in charge of the global finance and accounting division.
He has extensive knowledge of accounting and tax affairs and is experienced in overseas business practices.
These knowledge and experience are utilized in such a way that he plays a part in management decision-making
by applying his deep insights to the credit assessment of investments and loans.
Accordingly, the Company believes that he is well qualified for the position of Director, and therefore proposes
his reappointment.

- 11 -

Number ofshares of theCompany held

21,082No.

Name(Date of birth)

Past experience, positions, responsibilities and significant concurrent positions

Joined Taiyo Kobe Bank Limited (currently Sumitomo Mitsui
Banking Corporation)
April 1992
Assigned to Research Department, Taiyo Kobe Bank Limited(seconded to Ministry of Foreign Affairs)
April 2001
Acting Senior Head of IR Department, Corporate Planning
Department, Taiyo Kobe Bank Limited
April 2008
Deputy General Manager, Corporate Business Office of Head
Office, Taiyo Kobe Bank Limited
April 2009
General Manager, Ueda Corporate Business Office, Taiyo
Kobe Bank Limited
April 2011
General Manager, Mita-Dori Corporate Business Office, Taiyo
Kobe Bank Limited
Reappointment
May 2014
General Manager in charge of Corporate Planning Departmentof the Company
Toru Maruyama
January 2015
Executive Officer, General Manager, Corporate Planning(March 12, 1963)
Department of the Company
February 2017
Executive Officer, General Manager, Tokyo General Affairs
4 Attendance at Board of
Department of the Company
Directors meeting
January 2018
Executive Officer, General Manager, General Affairs
16/16 meetings
Department, Head of Secretariat Office, General Manager,
Tokyo General Affairs Department of the Company
March 2019
Director & Executive Officer, General Manager, General
Affairs Department, Head of Secretariat Office, General
Manager, Tokyo General Affairs Department of the Company
March 2020
Director & Executive Officer, General Manager, General
Affairs Department, General Manager, Tokyo General Affairs
Department of the Company (to present)[Reasons for nomination as candidate for Director]
Mr. Toru Maruyama worked for a corporate planning division and a corporate sales division at a financial
institution and was once seconded to the Ministry of Foreign Affairs. Since joining the Company, he has
managed the corporate planning division and the general affairs & human resources division. He has extensive
knowledge of IR, public relations strategy, response to capital markets, corporate governance, compliance, credit
assessment and other areas, and he plays an appropriate role in increasing the Group’s corporate value.
Accordingly, the Company believes that he is well qualified for the position of Director, and therefore proposes
his reappointment.

Number ofshares of theCompany held

April 1986

- 12 -

11,682No.

Name(Date of birth)

Past experience, positions, responsibilities and significant concurrent positions

Joined Sony Corporation
Managing Director, Sony Slovakia Nitra Plant
Managing Director, Foxconn Slovakia Nitra Plant
Vice President, CCPBG TV Business Department, FOXCONNJapan Inc.
June 2017
General Manager in charge of Global Engineering Departmentof the Company
August 2017Managing Director, SIIX EMS (THAILAND) CO., LTD.
(Thailand Representative Office of the Company)
November 2017
Executive Officer, in charge of Thailand and Vietnam Area of
the Company, Managing Director, SIIX Bangkok Co., Ltd.,Managing Director, SIIX EMS (THAILAND) CO., LTD.,
Reappointment
Managing Director, SIIX Vietnam Company Limited
May 2018
Executive Officer, Managing Director & General Manager,
Hiroaki Takagi
SIIX EMS (Shanghai) Co., Ltd. (Shanghai Representative
5(July 29, 1961)
Office of the Company)
October 2021
Executive Officer of the Company, Managing Director &Attendance at Board ofGeneral Manager in charge of special appointment matters,
Directors meeting
SIIX EMS (Shanghai) Co., Ltd.
16/16 meetings
March 2022
Director & Executive Officer, in charge of Global Engineeringof the Company
In charge of SIIX Electronics Co., Ltd. (to present)[Reasons for nomination as candidate for Director]
Mr. Hiroaki Takagi has management experience at overseas factories of a major electronics manufacturer and a
global manufacturer. Since joining the Company, he has expanded both factories in Thailand and Shanghai in
his capacity as a MD and made them major manufacturing bases by increasing their production capacity, etc.,
contributing to the expansion of the ever-growing EMS business. In particular, he has a wide range ofknowledge and experience with regard to the manufacturing, technology and quality of the substrate
manufacturing process.
Accordingly, the Company believes that he is well qualified for the position of Director, and therefore proposes
his reappointment.

Number ofshares of theCompany held

April 1980
April 2009
July 2010
November 2016

- 13 -

5,236

No.

Name
(Date of birth)

Past experience, positions, responsibilities and significant concurrent positions

Joined Sakata Inx International Corporation (currently SIIX
Corporation)
July 1999
Singapore Representative Office of the Company
June 2004
Bangkok Representative Office of the Company
October 2012
Hong Kong Representative Office of the Company
January 2015
Managing Director, SIIX H.K. Ltd.
February 2016
Executive Officer, in charge of Hong Kong of the Company,
Managing Director, SIIX H.K. Ltd.
January 2018
Executive Officer, in charge of Hong Kong and South andCentral China Area of the Company,
Managing Director, SIIX H.K. Ltd.,Managing Director & General Manager, SIIX EMS (DONG
GUAN) Co., Ltd.,New appointment
in charge of SIIX HUBEI Co., Ltd.,in charge of Midea project
Kazuya Hiraoka
January 2023
Executive Officer, in charge of China of the Company,
6 (September 27, 1972)
Managing Director, SIIX H.K. Ltd.,Managing Director & General Manager, SIIX EMS (DONG
GUAN) Co., Ltd.,Managing Director, SIIX HUBEI Co., Ltd.,in charge of Midea project,in charge of SIIX (Shanghai) Co., Ltd.,in charge of SIIX EMS (Shanghai) Co., Ltd.,in charge of SIIX TWN Co., Ltd. (to present)[Reasons for nomination as candidate for Director]
Since joining the Company, Mr. Kazuya Hiraoka has consistently been engaged with major customers of theCompany at the forefront of sales. In addition, he has produced significant results in terms of startingtransactions with new customers with the aim of developing good relationships with customers andstrategically expanding marketing bases of the Company. He can think globally with his wealth of experienceoverseas and demonstrates his ability in manufacturing related area and human resource development, among
others, embodying sustainable growth of the Company.
Accordingly, the Company believes that he is well qualified for the position of Director, and therefore proposes
his appointment.

Number ofshares of theCompany held

April 1997

- 14 -

0

No.

Name
(Date of birth)

Past experience, positions, responsibilities and significant concurrent positions
April 1988
April 2008
March 2019
March 2020
March 2023

Number ofshares of theCompany held

Joined SAKATA INX CORPORATION; Secretaries Group,
General Affairs Division
Manager, Secretariat Office of the Company
Executive Officer, in charge of secretaries, Secretariat Officeof the Company
Executive Officer, Head of Secretariat Office, in charge of
CSR of the Company
Director & Executive Officer, Head of Secretariat Office, incharge of CSR of the Company (to present)

Reappointment

7

Fukiko Iguchi(January 15, 1968)

57,943

Attendance at Board of
Directors meeting
13/13 meetings[Reasons for nomination as candidate for Director]
Since joining the Company, Ms. Fukiko Iguchi has worked in the Secretariat Office as a secretary to the top
executives and performed a full spectrum of administrative duties. Going far beyond the boundaries ofsecretarial work, she has provided relevant opinions from a compliance perspective and contributed to thesustainable growth of the Company. Since assuming the office of Executive Officer, she has been playing asignificant role in ESG and CSR related initiatives and activities with economic organizations, as well asactivities of the Honorary Consulate of the Slovak Republic, of which the Company takes charge.
Accordingly, the Company believes that she is well qualified for the position of Director, and therefore
proposes her reappointment.

- 15 -

No.

Name(Date of birth)

Past experience, positions, responsibilities and significant concurrent positions

Joined Nomura Securities Co., Ltd.
Joined Deloitte Haskins & Sells (currently Deloitte Touche
Tohmatsu LLC)
October 1984
Opened Takatani Shinsuke CPA & Tax Accountant Office
September 1990
Participated in establishment of HOKUTO & CO. (currently
GYOSEI & CO.)
Assumed office as Representative Partner
June 1995
Outside Audit & Supervisory Board Member, FUJI
CORPORATION LIMITED (to present)
June 2000
Audit & Supervisory Board Member, KAWASHIMASELKON TEXTILES CO., LTD.
January 2008
Deputy Executive Director, GYOSEI & CO.
Reappointment
March 2011
Outside Audit & Supervisory Board Member of the Company
Outside Director
July 2014
Executive Director, GYOSEI & CO.
Independent Officer
March 2015
Outside Director of the Company (to present)
8
July 2018
Established Hokushin Tax Accounting Corporation Assumed
Shinsuke Takatani
office as Representative Partner (to present)(December 30, 1951) [Significant concurrent positions]•Representative Partner, Hokushin Tax Accounting Corporation
Attendance at Board of•
Outside Audit & Supervisory Board Member, FUJI CORPORATION
Directors meeting
LIMITED
16/16 meetings

Number ofshares of theCompany held

April 1974
November 1978

[Reasons for nomination as candidate for Outside Director and outline of expected roles]
Mr. Shinsuke Takatani possesses knowledge of accounting and tax affairs acquired through years of experience
as a certified public accountant. He offers suggestions on the Company’s overall management from a global
perspective: In particular, he provides accurate, extremely effective advice on its important investment projects,
risk management and tax matters from the certified public accountant’s viewpoint, exerting himself to promote
the sound growth of the Company.
Accordingly, the Company believes that he is well qualified for the position of Outside Director, and therefore
proposes his reappointment.

- 16 -

2,000

No.

Name
(Date of birth)

Past experience, positions, responsibilities and significant concurrent positions
April 1974
April 1990
August 2005
April 2012
July 2015
July 2016

March 2017

Number ofshares of theCompany held

Joined Nomura Securities Co., Ltd.
Joined Credit Suisse First Boston
President, UBS Securities Japan Co., Ltd.
Representative Director and President, UBS Securities Japan
Co., Ltd.
Representative Director and Chairman, UBS Securities Japan
Co., Ltd.
Full-time Audit & Supervisory Board Member, UBS Securities
Japan Co., Ltd.
Outside Audit & Supervisory Board Member, UBS AssetManagement (Japan) Ltd
Outside Director of the Company (to present)

Reappointment
Outside Director
Independent Officer

90Susumu Omori(February 13, 1951)
Attendance at Board of
Directors meeting
16/16 meetings[Reasons for nomination as candidate for Outside Director and outline of expected roles]
Mr. Susumu Omori served as the leadership at a foreign securities firm for a long period of time and has gained
excellent experience in the stock and capital markets. He is also well-versed in the management strategy
formulation and other business practices thanks to the experience as the leadership. His advice is essential to bring
the Company’s corporate governance, ESG initiatives and engagement to a higher level so as to meet the demandof institutional investors.
Accordingly, the Company believes that he is well qualified for the position of Outside Director, and therefore
proposes his reappointment.

- 17 -

No.

Name(Date of birth)

Past experience, positions, responsibilities and significant concurrent positions
October 2002

Reappointment
Outside Director
Independent Officer

10

Nao Yoshizawa(May 16, 1975)

Joined Asahi Koma Law Offices (currently Nishimura & Asahi(Gaikokuho Kyodo Jigyo)) Registered as an attorney
November 2009
Established Uruma & Yoshizawa Law Offices (currently Uruma
Law Offices) Managing Partner of the Law Offices
February 2011
Registered as a patent attorney
June 2013
Outside Audit & Supervisory Board Member, ESCRIT INC.
March 2015
Outside Statutory Auditor, Livesense Inc.
February 2019
Advisory Committee Member of Council for Science,
Technology and Innovation in Biotechnology, Cabinet
Secretariat
July 2020
Outside Audit & Supervisory Board Member of the Company
December 2020
Representative Director, Willsame Inc. (to present)
March 2021
Outside Director of the Company (to present)
August 2021
Managing Partner, GRiT Partners
May 2023
Established GRiT Partners Law Offices Assumed office as
Representative Partner (to present)[Significant concurrent positions]•Representative Partner, GRiT Partners Law Offices•
Representative Director, Willsame Inc.

Number ofshares of theCompany held

Attendance at Board of
Directors meeting
16/16 meetings[Reasons for nomination as candidate for Outside Director and outline of expected roles]
Mr. Nao Yoshizawa possesses legal knowledge acquired through years of experience as an attorney. He hasremarkably deep insights into corporate legal affairs, M&A, capital markets, etc., and his professional expertise ina wide range of areas, including medical innovation, health care business, advanced elderly research, and data
science, is tremendously beneficial for the Company’s sustainable growth and new business development. He
belongs to a wide range of academic societies and groups in advanced fields and is licensed as a patent attorney,certified fraud examiner, information technology strategist, and registered information security specialist. We
believe he can contribute to the Company’s governance from a new perspective.
Accordingly, the Company believes that he is well qualified for the position of Outside Director, and therefore
proposes his reappointment.

- 18 -

0

No.

Name
(Date of birth)

Past experience, positions, responsibilities and significant concurrent positions
December 2008
October 2012
January 2015
March 2023

Number ofshares of theCompany held

Registered as an attorney (Osaka Bar Association); joined Fujiki
General Law Office
Joined Honmachi General Law Office
Joined Fujiki-Shinsei Law Office (to present)
Outside Audit & Supervisory Board Member of the Company (topresent)

New appointment
Outside Director
Independent Officer

11

0

Yasuko Fujii(Current name: Hikita)(July 29, 1975)
Attendance at Board of
Directors meeting
13/13 meetings[Reasons for nomination as candidate for Outside Director and outline of expected roles]
Ms. Yasuko Fujii has contributed to the Company as Outside Audit & Supervisory Board Member of theCompany since last year. She possesses legal knowledge acquired through years of experience as an attorney
and has expertise in compliance as a certified fraud examiner. She, therefore, is expected to contribute to theCompany's sustainable growth in a highly insightful manner as an attorney from a different standpoint.
Accordingly, the Company believes that she is well qualified for the position of Outside Director, and therefore
proposes her appointment.
(Notes)1. There are no special interests between the candidates for Directors and the Company.
2. The Company stipulates in its Articles of Incorporation that, pursuant to Article 427, Paragraph 1 of the Companies Act,it may enter into an agreement with Directors (excluding Directors who are Executive Directors, etc.) and Audit &Supervisory Board Members to limit the liability for damages set forth in Article 423, Paragraph 1 of the same Act.
Based on this agreement, the limit of liability for damages is the sum of the amounts specified in Article 425, Paragraph
1 of the Companies Act.
The Company has entered into the agreement with Messrs. Shinsuke Takatani, Susumu Omori and Nao Yoshizawa tolimit the liability for damages, and plans to renew the agreement if they are re-elected. In addition, if the election of Ms.
Yasuko Fujii is approved, the Company plans to enter into the same agreement with her.
3. The Company has entered into a directors and officers (D&O) liability insurance policy stipulated in Article 430-3,
Paragraph 1 of the Companies Act with all Directors as the insured to ensure that officers can fully perform their
expected roles in the course of their duties and to allow the Company to obtain superior talent. If this Proposal isapproved as originally proposed and each candidate is appointed as Director, they will be the insured under the said
insurance policy. Under the said insurance policy, damages that may arise as a result of the insured directors and officers
assuming responsibilities regarding the execution of their duties or receiving claims pertaining to the pursuit of such
responsibilities shall be covered. However, the policy does include certain exemption clauses, such as no compensation
being given for damages attributable to acts in violation of laws or regulations that were carried out with full knowledgeof their illegality. The insurance fee for the policy and all added special clauses is borne by the Company and no
substantial insurance fee is borne by the insured. The said insurance policy has a deductible and damages up to the
deductible shall not be covered by the policy. The term of the D&O insurance policy is one (1) year, and the Company
plans to renew the policy by the resolution of the Board of Directors prior to the expiration of the said term.
4. Messrs. Shinsuke Takatani, Susumu Omori and Nao Yoshizawa have been registered as Independent Officers pursuant
to the rules of Tokyo Stock Exchange, Inc. If elections of the three persons are approved, they will continue to be- 19 -

Independent Officers.
5. If Ms. Yasuko Fujii is appointed as Director, the Company will register her with Tokyo Stock Exchange, Inc. as an
Independent Officer.
6. The candidate for Outside Director, Mr. Shinsuke Takatani, is currently an Outside Director of the Company and will
have served for nine (9) years at the conclusion of this General Shareholder’s Meeting.
7. The candidate for Outside Director, Mr. Susumu Omori, is currently an Outside Director of the Company and will have
served for seven (7) years at the conclusion of this General Shareholder’s Meeting.
8. The candidate for Outside Director, Mr. Nao Yoshizawa, is currently an Outside Director of the Company and will have
served for three (3) years at the conclusion of this General Shareholder’s Meeting.
9. Ms. Yasuko Fujii is a new candidate for Outside Director. She is currently an Outside Audit & Supervisory Board
Member of the Company and will resign as Audit & Supervisory Board Member at the conclusion of this Annual
General Shareholder’s Meeting. She will have served for one (1) year as Audit & Supervisory Board Member at theconclusion of this Annual General Shareholder’s Meeting.

- 20 -

Proposal 4:

Election of One (1) Audit & Supervisory Board Member

Ms. Yasuko Fujii will resign as Outside Audit & Supervisory Board Member at the conclusion of this
General Shareholder’s Meeting. Accordingly, the election of one (1) Audit & Supervisory Board Member asa substitute is proposed.
The candidate for Audit & Supervisory Board Member is as follows.
Ms. Toshiko Naka is a candidate for Outside Audit & Supervisory Board Member.
The Audit & Supervisory Board has given its consent to this proposal.
Name(Date of birth)

Past experience, positions, and significant concurrent positions
February 1991
April 1993
July 2019
May 2021

September 2021
December 2021

Number ofshares of theCompany held

Registered as a certified public tax accountant
Established Naka Tax Accountant Office Assumed office as
Director (to present)
Trustee, Kinzei Certified Public Tax Accountants’ Association(to present)
Member, Council of Osaka Prefectural Government regarding
Ordinance Designation for Specified Non-profit Activities (topresent)
Council Member, Japan Federation of Certified Public Tax
Accountants’ Associations (to present)
Technical Advisor, The Osaka District Court (to present)

New appointment
Outside Audit &Supervisory Board
MemberIndependent Auditor

1,200

Toshiko Naka
(November 6, 1955)[Reasons for nomination as candidate for Outside Audit & Supervisory Board Member]
Ms. Toshiko Naka possesses knowledge covering all aspects of tax accountant practices acquired throughyears of experience as a certified public tax accountant. She has observed many companies from practicalperspectives as a director of a tax accountant office, possessing a wealth of experience. In addition, she iscurrently serving as an important position of Director at Kinzei Certified Public Tax
Accountants’ Association. The Company believes that she can perform audits in a highly insightful manneras a certified public tax accountant, and therefore proposes her appointment.
(Notes)1. There are no special interests between the candidate for Audit & Supervisory Board Member and the Company.
2. The election of the above candidate is proposed to substitute for the predecessor Outside Audit & Supervisory Board
Member. Her term of office is the remaining term of office of the predecessor, as stipulated in the Company’s Articles ofIncorporation.
3. The Company stipulates in its Articles of Incorporation that, pursuant to Article 427, Paragraph 1 of the Companies Act,it may enter into an agreement with Directors (excluding Directors who are Executive Directors, etc.) and Audit &Supervisory Board Members to limit the liability for damages set forth in Article 423, Paragraph 1 of the same Act.
Based on this agreement, the limit of liability for damages is the sum of the amounts specified in Article 425, Paragraph
1 of the Companies Act.
If the election of Ms. Toshiko Naka is approved, the Company plans to enter into the same agreement with her.
4. The Company has entered into a directors and officers (D&O) liability insurance policy stipulated in Article 430-3,
Paragraph 1 of the Companies Act with all Audit & Supervisory Board Members as the insured to ensure that officers
can fully perform their expected roles in the course of their duties and to allow the Company to obtain superior talent. If
this Proposal is approved as originally proposed and a candidate is appointed as Audit & Supervisory Board Member,the candidate will be the insured under the said insurance policy. Under the said insurance policy, damages that may
arise as a result of the insured directors and officers assuming responsibilities regarding the execution of their duties or
receiving claims pertaining to the pursuit of such responsibilities shall be covered. However, the policy does include
certain exemption clauses, such as no compensation being given for damages attributable to acts in violation of laws or
regulations that were carried out with full knowledge of their illegality. The insurance fee for the policy and all added
special clauses is borne by the Company and no substantial insurance fee is borne by the insured. The said insurance
policy has a deductible and damages up to the deductible shall not be covered by the policy. The term of the D&O- 21 -

insurance policy is one (1) year, and the Company plans to renew the policy by the resolution of the Board of Directors
prior to the expiration of the said term.
5. If Ms. Toshiko Naka is appointed as Audit & Supervisory Board Member, the Company will register her with Tokyo
Stock Exchange, Inc. as an Independent Auditor.

- 22 -

Proposal 5:

Revision of the Amount of Remuneration, etc. for Directors

At the 31st Annual General Shareholder’s Meeting of the Company held on March 30, 2023, it wasapproved that the amount of remuneration, etc. for Directors of the Company shall be set within 500 million
yen per annum (excluding the employee salary/bonus portion paid to Directors who concurrently serve as
employees, and including 50 million yen or less for Outside Directors; the number of Directors was nine (9)at the conclusion of the said meeting (including three (3) Outside Directors)). At the 30th Annual General
Shareholder’s Meeting of the Company held on March 30, 2022, it was approved that, separately from theamount of the monetary remuneration, the amount of monetary remuneration claims to be granted to
Directors excluding Outside Directors as remuneration, etc. for restricted stock shall be set at 50 million yen
or less per annum (the number of Directors excluding Outside Directors was five (5) at the conclusion of thesaid meeting).
In order to work on further increasing corporate value toward achieving its growth strategy, the Company
considers it necessary to further enhance roles and responsibilities of each Director, secure diverse range ofsuperior talent, and strengthen the function of the Board of Directors.
Accordingly, considering various circumstances such as the need to realize the competitive remunerationlevel commensurate with the roles and responsibilities with regard to the monetary remuneration for
Directors excluding Outside Directors and the increased roles and responsibilities expected of Outside
Directors from the view point of further strengthening corporate governance with regard to remuneration for
Outside Directors, the Company proposes to revise the total amount of remuneration for Directors (basic
remuneration) to 700 million yen or less per annum (including 100 million yen or less for Outside Directors).
Monetary remuneration claims to be granted as remuneration, etc. for restricted stock shall not be included in
the revised amount of remuneration, etc. for Directors of the Company based on this proposal.
The amount of remuneration, etc. for Directors shall exclude the employee salary portion paid to
Directors who concurrently serve as employees as before.
This proposal was determined after discussion at the Board of Directors and comprehensive considerationof the Company's business scale, remuneration system for directors and officers, current number of officers,
future trends, etc., and the Company believes that it is reasonable.
The current number of Directors is nine (9) (including three (3) Outside Directors), and if Proposal 3 isapproved, the number of Directors will be eleven (11) (including four (4) Outside Directors).

- 23 -

[Reference]
Skill Matrix of Directors
It lists skill items that represent the areas expected of Directors and shows the skills and experience
possessed by each candidate for Director based on their work history, experience, background, etc.
(If Proposal 3 “Election of Eleven (11) Directors” is approved)

Shiro Murai

Koji Yanase

Seiji Ono

Toru Maruyama

Hiroaki Takagi

Reappointment

Reappointment

Reappointment

Reappointment

Reappointment

ChairmanCEO

President
COO

Senior Executive
Director
CFO

Senior Executive
Director
COS

Executive Director
CTO

Responsible for(planned)

Overall corporate
management

Overall corporate
management,
overall businessexecution andInternal Audit
Office―Investor & Public
Relations
Department andLegal Department

Information
System
Department

Corporate
management,
management
strategy

〇

〇

〇

〇

〇

Sales strategy〇〇

Marketing〇〇

Reappointment/
new appointment
Position (planned)〇

Finance, capital
policy

〇

〇

〇

〇

M&A

〇

〇

Manufacturing〇〇

Compliance,internal control
Personnel affairs,
HR development〇〇〇

Global experience

〇

〇

〇

〇

〇

ICT (Note 1),
DX (Note 2)
Cultural andsocial contribution

〇

〇
〇

〇

〇

〇
〇

〇

〇

〇
〇

〇

Diversity(Notes) 1. ICT is the abbreviation of Information and Communication Technology and is a general term fortechnologies relating to information and communication.
2. DX is a company’s undertaking to respond to drastic changes in the business environment, utilize
data and digital technologies to transform its products, services, and business models based on theneeds of customers and society as well as transform its operations themselves, organization,
processes, and corporate culture and climate, and establish competitive advantages.
3. The above table does not show all of the knowledge and experience that the Directors have.

- 24 -

Composition of Directors
The Board of Directors of the Company has independence and diversity: one-third or more of its members(4 out of 11) are Outside Directors with a broad range of backgrounds, and two members are female Directors.

Kazuya Hiraoka

Fukiko Iguchi

Shinsuke Takatani

Susumu Omori

Nao Yoshizawa

Yasuko Fujii(Current name:
Hikita)New appointment

Reappointment

Reappointment

Reappointment

Reappointment

New appointment

Director

Outside Director
Independent Officer

Outside Director
Independent Officer

Outside Director
Independent Officer

Outside Director
Independent Officer

―

―

―

―

―

〇

〇

〇

〇

〇

〇

〇

〇

〇

〇

〇

〇

〇

〇

〇

〇

〇

〇

〇

〇

〇

〇

〇

〇

〇

〇

〇

〇

Executive Director
CCO
Overall sales andProcurement andLogistics
Department

〇
〇
〇

〇

〇
〇

〇
〇

〇

〇

〇

〇

〇

〇
〇

4. CEO: Chief Executive Officer
COO: Chief Operating Officer
CFO: Chief Financial Officer
COS: Chief of Staff
CTO: Chief Technical Officer
CCO: Chief Customer Officer- 25 -

[Organization Chart]
Secretariat Office
General Affairs Department

Legal Department
Accounting Group

Finance andAccounting
Department

Finance Group

Investor & Public
Relations Department
Information System
Department

ChairmanPresident

Directors
Executive Officers

Procurement Support
Group

Procurementand Logistics
Department

Logistics Group

Osaka Sales Department
Auditors

Tokyo
Headquarters
Tokyo Sales Department

Tokyo General Affairs Department

Nagoya Sales Department
Overseas subsidiaries andRepresentative office
Overseas affiliates
Domestic subsidiaries andaffiliates
Internal Audit Office