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 shall prevail.

Securities identification code: 5707
June 7, 2023
(Date of commencement of electronic provision measures: June 5, 2023)
To our shareholders:
Kimiyasu Marusaki
Representative Director and President
Toho Zinc Co., Ltd.
1-8-2 Marunouchi, Chiyoda-ku, TokyoNOTICE OF THE 124TH ORDINARY GENERAL MEETING OF SHAREHOLDERS
The 124th Ordinary General Meeting of Shareholders of Toho Zinc Co., Ltd. (the “Company”) will be held as
described below.
For the convocation of this general meeting of shareholders, the Company has taken measures for providing
information electronically (the “electronic provision measures”) and has posted matters subject to the electronic
provision measures on the following website as the “Notice of the 124th Ordinary General Meeting of Shareholders.”
The Company’s website: https://www.toho-zinc.co.jp/eng/ir/
In addition to the website shown above, the Company has also posted this information on the following website.
Tokyo Stock Exchange website (Listed Company Search):https://www2.jpx.co.jp/tseHpFront/JJK020010Action.do?Show=Show
To view the information, please access the website above, enter the Company’s name or securities code, and click“Search,” and then select “Basic information” and “Documents for public inspection/PR information” in this order.
When exercising your voting rights prior to the meeting in writing or via the Internet, etc., please review the Reference
Documents for the General Meeting of Shareholders as described later, follow the next instructions and send or
submit your votes.
Shareholders who have exercised their voting rights via the Internet will have a chance to be one of 1,000
winners to receive an electronic gift (worth ¥500) regardless of their approval or disapproval of the proposals.
Please scan the QR code to learn how to participate.
Voting in Writing
Please indicate your approval or disapproval of the proposals on the enclosed voting form and return it by postal mailto reach us no later than 5:40 p.m., Wednesday, June 28, 2023 (Japan Standard Time).
Voting via the Internet, etc.
Please access the voting website designated by the Company (https://evote.tr.mufg.jp/), use the login ID andtemporary password written on the enclosed voting form, and then indicate your approval or disapproval of the
proposals by following the instructions on the screen by no later than 5:40 p.m., Wednesday, June 28, 2023 (Japan
Standard Time).
Please also confirm “Instructions for exercising voting rights via the Internet, etc.” when voting via the Internet, etc.
(This only applies to those who received the Japanese version of this Notice.)-1-1. Date and Time:
2.

Venue:

Thursday, June 29, 2023 at 10:00 a.m. (Japan Standard Time)
Tekko Conference Room (Tekko Building, South Tower 4th Floor)
1-8-2 Marunouchi, Chiyoda-ku, Tokyo(Please refer to the venue map at the end of this Notice. This only applies to those who
received the Japanese version of this Notice.)

3. Purposes:
Items to be reported:
1. Business Report and Consolidated Financial Statements for the 124th Term (from April 1, 2022 to March
31, 2023), as well as the results of audit of the Consolidated Financial Statements by the Accounting
Auditor and the Audit and Supervisory Committee
2.

Non-Consolidated Financial Statements for the 124th Term (from April 1, 2022 to March 31, 2023)

Items to be resolved:
Proposal 1:
Proposal 2:
Proposal 3:
Proposal 4:
Proposal 5:
Proposal 6:

Proposal 7:

Appropriation of Surplus
Election of Three (3) Directors (Excluding Directors Who Are Audit and Supervisory
Committee Members)
Election of Two (2) Directors Who Are Audit and Supervisory Committee Members
Revision of Remuneration Amounts for Directors (Excluding Directors Who Are
Audit and Supervisory Committee Members)
Revision of Remuneration Amounts for Directors Who Are Audit and Supervisory
Committee Members
Determination of Remuneration Associated with Allotments of Restricted Shares to
Directors (Excluding Directors Who Are Audit and Supervisory Committee
Members and Outside Directors)
Election of One (1) Substitute Director Who Is an Audit and Supervisory Committee
Member・When attending the meeting on the day, please submit the enclosed Voting Rights Exercise Form at the reception
desk.
・The paper copy sent to shareholders who have made a request for delivery of documents does not include thefollowing matters pursuant to the provisions of laws and regulations and Article 15 of the Articles of Incorporationof the Company. Accordingly, the paper copy constitutes only part of the documents which the Audit andSupervisory Committee and the Accounting Auditor have audited upon preparing their audit reports.
Notes to the Consolidated Financial Statements
Notes to the Non-Consolidated Financial Statements
・Should the matters subject to the electronic provision measures require revisions, the revised versions shall be postedon the respective websites where these matters are posted.
・Depending on the status of the spread of COVID-19, the Company may take measures to prevent infection at thismeeting, and we appreciate your understanding in this regard.

-2-

Reference Documents for the General Meeting of Shareholders
Proposals and Reference Information
Proposal 1: Appropriation of Surplus
The Company proposes the appropriation of surplus as follows:
Year-end Dividends
The Company’s basic policy is to pay dividends while comprehensively taking into account the business performance,business environment surrounding the Group, internal reserves for future business development, maintenance ofstable dividends and other factors.
In line with this policy, the Company proposes to pay a year-end dividend for the fiscal year under review of ¥75 pershare, unchanged from the previous fiscal year.
(1) Type of dividend property
To be paid in cash.
(2) Allotment of dividend property to shareholders and total amount thereof¥75 per common share of the Company Total amount: ¥1,018,342,575(3) Effective date of dividends of surplus
June 30, 2023

-3-

Proposal 2:

Election of Three (3) Directors (Excluding Directors Who Are Audit and Supervisory
Committee Members)

At the conclusion of this meeting, the term of office for all three (3) of the current Directors (excluding Directors
who are Audit and Supervisory Committee Members; applicable to the rest of this proposal) will expire. Therefore,
the Company proposes the election of three (3) Directors.
The candidates for Directors are as follows:

Candidate
No.

Name(Date of Birth)

Career Summary, Position and Responsibility in the Company,
and Significant Concurrent Positions Outside the Company
Apr. 1984

Joined the Company

June 2014

Executive Officer, General Manager ofElectronic Components Business Department
and General Manager of Electronic
Components Sales Department, Electronic
Components Business Division

Mar. 2015

Executive Officer, General Manager ofElectronic Components Business Department,
General Manager of Fujioka Works, General
Manager of Technology Department, General
Manager of Production Management
Department, Electronic Components Business
Department, and General Manager of Toho
Zinc Technical Center, Electronic
Components Business Division

Masahito Ito(September 22, 1959)

1

June 2018

Managing Executive Officer, General
Manager of Electronic Components Business
Division, General Manager of Electronic
Components Business Department, andGeneral Manager of Fujioka Works

June 2021

Managing Executive Officer, General
Manager of Electronic Components Business
Division, General Manager of Fujioka Works,
and in charge of Advanced Materials
Business Division (current position)

Number of theCompany’s
Shares Owned

4,800
shares(Reasons for nomination as candidate for Director)
Mr. Masahito Ito has been engaged with the downstream business in the Company over the long term and possesses a
wealth of operational experience and a proven track record. In addition, as Managing Executive Officer, he has been
taking a central role in the business execution and has greatly contributed to the Group.
Based on the above, the Company judges that he is an indispensable talent to strengthen the function of the Board of
Directors and to enhance sustainable corporate value of the Group, and therefore proposes to elect him as Director.

-4-Candidate
No.

Name
(Date of Birth)

Masaaki Yamagishi(February 2, 1958)

2

Career Summary, Position and Responsibility in the Company,
and Significant Concurrent Positions Outside the Company
Apr. 1980

Joined The Mitsubishi Trust and Banking
Corporation (currently Mitsubishi UFJ Trustand Banking Corporation)

June 2008

Executive Officer, Trust Assets Planning
Division, Mitsubishi UFJ Trust and Banking
Corporation
Executive Officer, Asset Management andAdministration Planning Div., Mitsubishi
UFJ Financial Group, Inc.

June 2011

Executive Officer, Administration Division,
the Company

June 2014

Director and Chief Financial Officer,
Administration Division

June 2015

Director, Managing Executive Officer andChief Financial Officer, Administration
Division

June 2019

Director, Senior Managing Executive Officer
and Chief Financial Officer, Administration
Division

June 2022

Director, Senior Managing Executive Officer,
General Manager of SDGs Promotion
Division, General Manager of Information
System Department, and in charge of
Administration Division

Mar. 2023

Director, Senior Managing Executive Officer,
General Manager of SDGs Promotion
Division, General Manager of Information
System Department, General Manager of DX
Promotion Task Force, and in charge of
Administration Division(current position)

Number of theCompany’s
Shares Owned

5,000
shares(Significant Concurrent Position Outside the Company)
Director, CBH Resources Ltd. (part-time)(Reasons for nomination as candidate for Director)
Mr. Masaaki Yamagishi possesses a wealth of operational experience and a proven track record as he has served inimportant posts in financial institutions. After joining the Company, he leveraged his knowledge and experience at theadministration division. After assuming position as Director in June 2014, he has appropriately fulfilled his roles such asdetermining vital matters of management and overseeing the execution of business.
Based on the above, the Company judges that he is an indispensable talent to strengthen the function of the Board of
Directors and to enhance sustainable corporate value of the Group, and therefore proposes to reelect him as Director.

-5-Candidate
No.

Name
(Date of Birth)

Yukiko Nakagawa(June 3, 1964)

3

Career Summary, Position and Responsibility in the Company,
and Significant Concurrent Positions Outside the Company
Apr. 1988

Joined Mitsui Trust Bank, Limited (currently
Sumitomo Mitsui Trust Bank, Limited)

Oct. 2006

Personnel Director, Toshiba-GE Turbine
Services Co., Ltd.

Apr. 2010

Co-researcher, Keio Economic Observatory,
Keio University (current position)

Apr. 2011

Visiting Researcher, Institute forTransnational Human Resource Management,
Waseda University (current position)

Sep. 2014

Personnel Director, Mizkan Holdings Co.,Ltd.

Apr. 2016

Professor, Graduate School of Business
Administration, Rikkyo University (retired in
March 2021)

June 2018

Outside Director, EDION Corporation(retired in June 2019)

Mar. 2019

Outside Director, Renesas Electronics
Corporation (retired in March 2020)

June 2019

Outside Director, NISSIN FOODSHOLDINGS CO., LTD. (current position)

Feb. 2021

Outside Director, IWAKI & CO., LTD.
(currently Astena Holdings Co., Ltd.) (retiredin February 2023)

Apr. 2021

Guest Professor, Ichigaya Liberal arts Center,
Hosei University (retired in March 2023)

June 2021

Outside Director, the Company (current
position)

Sep. 2021

Outside Director, Macromill, Inc.
(current position)

Number of theCompany’s
Shares Owned

0 shares(Significant Concurrent Positions Outside the Company)
Outside Director, NISSIN FOODS HOLDINGS CO., LTD.
Outside Director, Macromill, Inc.
(Reasons for nomination as candidate for outside Director and overview of expected roles)
Ms. Yukiko Nakagawa possesses knowledge and insight as a scholar who has taught at academic institutions in Japanand overseas as a Doctor of Commerce. In addition, she has many years of business experience as an expert on humancapital management, organizational development and global human resource development. Furthermore, she has awealth of experience for overseeing corporate management, and has fulfilled the role of monitoring and overseeing thebusiness execution.
Based on the above, the Company judges that she is a necessary talent to strengthen the function of the Board of
Directors and to enhance sustainable corporate value of the Group, and therefore proposes to reelect her as outside
Director.
(Notes)

1. Ms. Yukiko Nakagawa’s name in the family register is Yukiko Schreiber.
2. Ms. Yukiko Nakagawa is a candidate for outside Director.
3. Tenure as outside Director of the Company
Ms. Yukiko Nakagawa is currently an outside Director of the Company, and at the conclusion of this meeting, her tenure
as an outside Director will have been two (2) years.
4. If the election of Ms. Yukiko Nakagawa is approved, pursuant to the provisions of Article 427, paragraph 1 of theCompanies Act, the Company plans to continue the agreement with her to limit the liability for damages under Article
423, paragraph 1 of the same Act. The maximum amount of liability for damages under this agreement is the minimum
liability amount provided for under laws and regulations.
5. Ms. Yukiko Nakagawa satisfies the requirements for an independent officer as provided for by Tokyo Stock Exchange,
Inc., and the Company plans to continue designating her as an independent officer if her election is approved.
6. There is no special interest between any of the candidates and the Company.

-6-7. The Company has entered into a directors and officers liability insurance contract pursuant to the provisions of Article
430-3, paragraph 1 of the Companies Act with an insurance company. The insurance policy will cover legal
compensation and litigation costs to be borne by the insured. Each candidate for Director of the Company is included as
the insured under the insurance policy, and in case the candidates are elected or reelected in this proposal, the candidates
will be included as the insured.

-7-

Proposal 3:

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

At the conclusion of this meeting, the term of office of Directors Mr. Shusaku Osaka and Mr. Tsutomu Imai who are
Audit and Supervisory Committee Members will expire. Therefore, the Company proposes the election of two (2)Directors who are Audit and Supervisory Committee Members.
In addition, the consent of the Audit and Supervisory Committee has been obtained for this proposal.
The candidates for Directors who are Audit and Supervisory Committee Members are as follows:
Candidate
No.

Name(Date of Birth)

Shusaku Osaka(April 9, 1962)

1

Career Summary, Position and Responsibility in the Company,
and Significant Concurrent Positions Outside the Company
Apr. 1988

Joined Nikkei Home Publications, Inc.
(currently Nikkei Business Publications,Inc.)

Apr. 1997

Registered as attorney-at-law and joined
Tetsuji Okawa Law Firm

Sep. 1999

Joined Sanada Law Firm (current position)

Sep. 2006

Part-time Attorney-at-law, The Japan Center
for Settlement of Traffic Accident Disputes(current position)

July 2015

Part-time Corporate Auditor, HOUSOU
BUNKA JIGYO INC. (current position)

Apr. 2017

Part-time Lecturer, Graduate School ofBusiness Administration, Toyo University

Apr. 2018

Conciliation Commissioner, Tokyo District
Court (current position)

June 2021

Outside Director (Audit and Supervisory
Committee Member), the Company (current
position)

Number of theCompany’s
Shares Owned

100 shares(Significant Concurrent Positions Outside the Company)
Attorney-at-law, Sanada Law Firm
Part-time Corporate Auditor, HOUSOU BUNKA JIGYO INC.
(Reasons for nomination as candidate for outside Director and overview of expected roles)
Mr. Shusaku Osaka possesses expertise and a wealth of experience on corporate legal affairs as an attorney-at-law, as
well as broad insight as a corporate auditor at another business company and as a part-time lecturer at a university.
Based on the above, the Company judges that he can contribute to ensuring the proper oversight and sound businesspractices in the overall management of the Company by proposing suggestions especially from legal and compliance
perspective, and therefore proposes to reelect him as outside Director who is an Audit and Supervisory Committee
Member.

-8-

Candidate
No.

Name
(Date of Birth)

Career Summary, Position and Responsibility in the Company,
and Significant Concurrent Positions Outside the Company
Apr. 1977

Joined the Company

Mar. 2002

General Manager of Technology
Department, Technology and Development
Division

June 2010

Executive Officer, General Manager ofTechnology and Development Division, andTeam Leader of New Electrolysis Tankhouse Construction Project

Sep. 2011

Executive Officer, General Manager ofTechnology and Development Division

June 2012

Director and Executive Officer, General
Manager of Technology and Development
Division

June 2013

Director and Executive Officer, General
Manager of Chigirishima Smelter andRefineryTsutomu Imai
(December 16, 1953)

2

June 2014

Director and Management Executive Officer,
General Manager of Chigirishima Smelter
and Refinery

June 2016

Director and Senior Managing Executive
Officer, General Manager of Chigirishima
Smelter and Refinery

June 2017

Director and Executive Vice President,
Technology and Development Division, andChigirishima Smelter and Refinery

June 2018

Director and Executive Vice President,
General Manager of Technology
Development Division

June 2021

Director (Audit and Supervisory Committee
Member) (current position)

Number of theCompany’s
Shares Owned

6,200
shares(Reasons for nomination as candidate for Director)
Mr. Tsutomu Imai possesses a wealth of knowledge and insight through his many years of involvement withproduction, technology and development divisions as well as serving as General Manager of smelter and refinery. In
addition, since assuming office as Director in June 2012, he has appropriately fulfilled his roles as Director such asdetermining vital matters of management and overseeing the execution of business.
Based on the above, the Company judges that he can contribute to ensuring the proper oversight and sound businesspractices in the overall management of the Company, and therefore proposes to elect him as Director who is an Audit
and Supervisory Committee Member.
(Notes)

1. Mr. Shusaku Osaka is a candidate for outside Director.
2. Tenure as outside Director of the Company
Mr. Shusaku Osaka is currently an outside Director who is an Audit and Supervisory Committee Member of theCompany, and at the conclusion of this meeting, his tenure as an outside Director who is an Audit and Supervisory
Committee Member will have been two (2) years.
3. If the election of Mr. Shusaku Osaka is approved, pursuant to the provisions of Article 427, paragraph 1 of theCompanies Act, the Company plans to continue the agreement with him to limit the liability for damages under Article
423, paragraph 1 of the same Act. The maximum amount of liability for damages under this agreement is the minimum
liability amount provided for under laws and regulations.
4. Mr. Shusaku Osaka satisfies the requirements for an independent officer as provided for by Tokyo Stock Exchange, Inc.,and the Company plans to continue designating him as an independent officer if his election is approved.
5. There is no special interest between any of the candidates and the Company.
6. The Company has entered into a directors and officers liability insurance contract pursuant to the provisions of Article
430-3, paragraph 1 of the Companies Act with an insurance company. The insurance policy will cover legal
compensation and litigation costs to be borne by the insured. Each candidate for Director of the Company is included as
the insured under the insurance policy, and in case the candidates are reelected in this proposal, the candidates will be
included as the insured.

-9-

(Reference) Expertise and experiences of Directors (skill matrix)

Director attribute
Name
Position

Corporate
management/
Governance

Finance/
Accounting

Technology/
R&D

MarketingResponse toenvironmental
and climatechanges

●

●

●

Human
capital(including
activation ofdiversity)

Risk
management/
Legal/
ComplianceNew appointment

Masahito Ito●

Representative Director
Reelection

Masaaki Yamagishi

●

●

●

●

DirectorReelection/Outside/Independent

Yukiko Nakagawa

●

●

●

Director
Outside/Independent

Masatoshi Muto
Director (Audit and Supervisory
Committee Member)

●

●

●

●

Reelection/Outside/Independent

Shusaku Osaka
Director (Audit and Supervisory
Committee Member)●●

Reelection

Tsutomu Imai
Director (Audit and Supervisory
Committee Member)
Reelection
New appointment
OutsideIndependent(Note)●●●

Director candidate for reelection
Director candidate for new appointment
Outside Director or outside Director candidate
Independent officer or independent officer candidate in accordance with the provisions of Tokyo Stock Exchange, Inc.

Representative Director will be elected at the Board of Directors meeting to be held after the conclusion of this meeting.

- 10 -●

Reasons for selection at each of the items in the skill matrix
Skill item
Reason for selection
It is assumed to have the following capabilities in order to administrate andoversee the execution of strategy and measures to realize the Ten-Year Visionof the Company (long-term strategy designed to increase the corporate valueof the Company) from the viewpoint of “opportunity and risks.”* Executive Directors have leadership, knowledge, and insight to combine
execution with governance and lead officers and employees to realize the
Corporate management/
Ten-Year Vision.
Governance* Directors who are Audit and Supervisory Committee Members haveknowledge, insight, and experience to govern the execution of measures torealize the Ten-Year Vision.
* Independent Outside Directors have capabilities to govern the execution of
measures to realize the Ten-Year Vision from the viewpoint of state-ofthe-art business trends based on business experience at other companies.
For the purpose of recovering the soundness of financial bases which is anurgent issue in the Ten-Year Vision of the Company, it is necessary to
Finance/
restructure a balance sheet, improve a rating, and construct investment andfund-raising structure toward increasing the corporate value. Directors are
Accounting
required to have knowledge and experience for finance, accounting, and amarket risk.
In the traditional refining industry, it is indispensable to respond to external
environment changes in the future, respond to environment, and makecompacting. To this end, it is requested for advanced know-how being
Technology/
intangible assets which have accumulated over the past years, and thecapabilities of its application. Furthermore, with a view to proceeding joint
R&D
development with academia and other companies to create new business as
the next-generation metal business development, it is necessary to have theunderlying Company’s original know-how and experience.
The Ten-Year Vision of the Company sets the goal at increasing theimportance of downstream business as restructuring a business portfolio. It isnecessary to have knowledge, insight, and experience to put up high antennas
Marketingto catch up with rapidly changing business trends and customers’ needs.
Furthermore, also in creating new businesses as the next-generation metalbusiness development, it is necessary to have knowledge aboutcomprehensive marketing capabilities with a market-in sense.
For environmental response being the pillar of the Ten-Year Vision of theCompany, resource recycling, the diversification of the composition of raw
materials other than ore and carbon neutrality are regarded as its center. In therespective areas it is necessary to have the knowledge and experience ofResponse to environmental andenvironmental preservation and technologies. In particular, with respect toclimate changes
response to climate change including carbon neutrality, global response isrequested. It is also necessary to have network to put up antennas for changes
in both external and the Company’s original environments.
When utilizing human capital being the pillar of the Ten-Year Vision of theCompany, the composition of human capital will be changed resulting fromrestructuring a business portfolio. It is necessary to have knowledge, insight,
Human capital (including
and experience for HR development that can improve human capital
activation of diversity)
qualitatively and quantitatively in line with the Ten-Year Vision, while
restructuring financial bases first, entering growth path, and proceeding
response to diversity and reforms in the way of working.

- 11 -

Risk management/
Legal/
Compliance

It is indispensable to manage risks, especially a market risk, in order torestructure financial bases. To this end, it is necessary to have knowledge,
insight, and experience for market conditions. Furthermore, legal andcompliance are indispensable capabilities for all the Directors and inparticular it is necessary to have experience in charge of specialties.

- 12 -

Proposal 4:

Revision of Remuneration Amounts for Directors (Excluding Directors Who Are Audit andSupervisory Committee Members)

At the 118th Ordinary General Meeting of Shareholders held on June 29, 2017, the amount of remuneration to be
paid to for Directors (excluding Directors who are Audit and Supervisory Committee Members) of the Company
were approved at no greater than ¥15 million per month (excluding salaries of Directors who serve concurrently as
employees).
As part of amendment of the Director’s remuneration system, the Company decided to introduce a restricted sharecompensation plan per Proposal 6, which will raise remuneration amounts temporarily at the time of payment.
Accordingly, the Company proposes to change the remuneration for Directors (excluding Directors who are Audit
and Supervisory Committee Members) from monthly basis to yearly basis and then revise remuneration amounts tono greater than ¥180 million per year (excluding salaries of Directors who serve concurrently as employees).
The Company has adopted a determination policy on the individual Director’s remuneration as presented in theBusiness Report on and after page 31. This Proposal 4 is consistent with the policy, therefore, the Company deems
the details of this proposal reasonable.
Currently, the number of Directors (excluding Directors who are Audit and Supervisory Committee Members) isthree (3) (including one (1) outside Director). If Proposal 2 is approved as originally proposed, the number of
Directors (excluding Directors who are Audit and Supervisory Committee Members) will also remain three (3)(including one (1) Outside Director).
Proposal 5:

Revision of Remuneration Amounts for Directors Who Are Audit and Supervisory Committee
Members

At the 118th Ordinary General Meeting of Shareholders held on June 29, 2017, the amount of remuneration for
Directors who are Audit and Supervisory Committee Members were approved at no greater than ¥8 million per month.
In the case that Proposal 4 is approved as originally proposed at this meeting, the remuneration of Directors(excluding Directors who are Audit and Supervisory Committee Members) shall be changed from monthly basis toyearly basis. Accordingly, the Company also proposes to change the remuneration for Directors who are Audit andSupervisory Committee Members from monthly basis to yearly basis and revise the amount of remuneration to no
greater than ¥96 million per year.
The Company has adopted a determination policy on the individual Director’s remuneration as presented in theBusiness Report on and after page 31. This Proposal 5 is consistent with the policy, therefore, the Company deems
the details of this proposal reasonable.
Currently, the number of Directors who are Audit and Supervisory Committee Members is three (3) (including two(2) outside Directors). If Proposal 3 is approved as originally proposed, the number of Directors who are Audit andSupervisory Committee Members will also remain three (3) (including two (2) outside Directors).
Proposal 6:

Determination of Remuneration Associated with Allotments of Restricted Shares to Directors(Excluding Directors Who Are Audit and Supervisory Committee Members and Outside
Directors)

At the 118th Ordinary General Meeting of Shareholders held on June 29, 2017, the amount of remuneration for
Directors (excluding Directors who are Audit and Supervisory Committee Members) of the Company were approved
at no greater than ¥15 million per month (excluding salaries of Directors who serve concurrently as employees). In
Proposal 4, the Company asks our shareholders to approve the revision of the amount of remuneration for Directors
to no greater than ¥180 million per year (excluding salaries of Directors who serve concurrently as employees).
The Company seeks approval for the following allotment of the common shares of the Company to Directors(excluding Directors who are Audit and Supervisory Committee Members and Outside Directors, “Eligible
Directors”), which are subject to certain transfer restriction periods and provisions including grounds for acquisitionby the Company without compensation (“Restricted Shares”). The allotment of Restricted Shares aims to makeEligible Directors share risks and rewards from the stock price movements with shareholders and motivate them tocontribute to a higher share price and corporate value.
Accordingly, the Company wants to set total amounts of monetary compensation receivables provided asremunerations regarding Restricted Shares to Eligible Directors, which are considered appropriate based on the
purpose mentioned above and respective responsibilities, within the range of the remuneration amounts for Directors
as prescribed above.

- 13 -

The Company has adopted a determination policy on the Director’s remuneration as presented in the Business Reporton and after page 31. This Proposal 6 is consistent with the policy; therefore, the Company deems the details of this
proposal reasonable.
Currently, the number of Directors (excluding Directors who are Audit and Supervisory Committee Members) isthree (3) (including one (1) Outside Director). If Proposal 2 is approved as originally proposed, the number of
Directors (excluding Director who are Audit and Supervisory Committee Members) will also remain three (3)(including one (1) Outside Director).
1. Allotment and payment of Restricted Shares
Based on a resolution of the Board of Directors, the Company shall grant to Eligible Directors monetarycompensation receivables as remuneration regarding Restricted Shares within the range of the yearly remuneration
amounts. Each Eligible Director shall receive an allotment of Restricted Shares by transferring all of such monetarycompensation receivables by way of contribution in kind.
The Company’s Board of Directors shall determine paid-in amounts per share to ensure it is not particularly
advantageous to Eligible Directors who will receive the Restricted Shares based on the closing price of theCompany’s common shares at the Tokyo Stock Exchange on the preceding business day of the day when the relevant
resolution is made by the Company’s Board of Directors (if the stock trading is not closed on such day, the closing
price on the most recent trading day).
The monetary compensation receivables are granted on the condition that Eligible Directors agree to the above
contribution-in-kind and that they have concluded an agreement on the allotment of Restricted Shares (the“Allotment Agreement”), which includes the details set forth in 3. below.
2. Total number of Restricted Shares
The total number of Restricted Shares to be allotted to Eligible Directors per fiscal year shall be no greater than
20,000 shares.
However, if a stock split (including a gratis allotment of shares of common stock of the Company) or a reverse stock
split of shares of common stock of the Company is conducted after the date of the resolution of this Proposal 6, or if
any adjustment is necessary for the total number of Restricted Shares to be allotted under any other similar situations,the Company may adjust the total number of the Restricted Shares on a reasonable basis.
3. Outline of Allotment Agreement
To receive allotments of Restricted Shares, the Eligible Directors who will receive the Restricted Shares based on a
resolution of the Board of Directors shall enter into the Allotment Agreement with the Company, which includes thefollowing details.
(1) Details of transfer restriction
Eligible Directors who have received an allotment of Restricted Shares must not transfer, pledge, create mortgages,
make a living donation, bequeath or otherwise divest the Restricted Shares allotted to the Eligible Directors (the“Allotted Shares”) to any third party (the “Transfer Restriction”) during a period from the grant date of Restricted
Shares to the date of resignation or retirement from the position defined by the Board of Directors (the “Transfer
Restriction Period”).
(2) Acquisition without compensation
If Eligible Directors who have been granted Restricted Shares resign or retire from the position defined by the Boardof Directors, without causes the Board of Directors of the Company deems reasonable, during a period from acommencement date of the Transfer Restriction Period to the preceding day of the first Ordinary General Meetingof Shareholders held after the commencement of Restricted Transfer Period, the Company shall automaticallyacquire the Allotted Shares without compensation.
Moreover, if the Transfer Restriction Period has not been lifted for any of the Allotted Shares based on below (c)“Conditions for lifting transfer restriction” as of the expiration of the Transfer Restriction Period stated in (a), theCompany shall automatically acquire such Allotted Shares without compensation.
(3) Conditions for lifting transfer restriction
The Company will lift the Transfer Restriction on all of the Allotted Shares at the expiration of the Transfer
Restriction Period, on the condition that Eligible Directors who have been granted Restricted Shares havecontinuously served for the position defined by the Board of Directors for the period from a commencement date of
the Transfer Restriction Period until the first Ordinary General Meeting of Shareholders held after thecommencement of Restricted Transfer Period.
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However, due to reasons the Board of Directors deems reasonable, if Eligible Directors resign or retire from theposition defined by the Board of Directors during a period from the commencement date of the Transfer Restriction
Period to the preceding day of the first Ordinary General Meeting of Shareholders held after the commencement of
Restricted Transfer Period, the Company may make reasonable adjustments to the number of the Allotted Shares forwhich the Transfer Restriction will be lifted as well as the time when the Transfer Restriction will be lifted, as
necessary.
(4) Handling in case of organizational restructuring, etc.
In the event that a proposal regarding organizational restructuring, such as a merger agreement in which the Company
becomes an absorbed company, or a share exchange agreement, a share transfer plan, or any other matters relating
to organizational restructuring in which the Company becomes a wholly-owned subsidiary, is approved at an General
Meeting of Shareholders of the Company (if approval by General Meeting of Shareholders is not required for theorganizational restructuring in question, the approval by the Board of Directors), provided that the effective date ofsuch organizational restructuring, etc. comes earlier than the expiration of the Transfer Restriction Period (“UponApproval of Organizational Restructuring, etc.”), and the Eligible Directors who have been granted Restricted Sharesshall be resigned or retired from the position defined by the Board of Directors upon the organizational restructuring,etc., the Company will, by a resolution of the Board of Directors, lift the Transfer Restriction on the reasonable
number of the Allotted Shares determined based on a period from the commencement date of the Transfer Restriction
Period to the approval date of the organizational restructuring, etc., before the effective date of the organizational
restructuring, etc.
Upon Approval of Organizational Restructuring, etc., immediately after the point of time when the Transfer
Restriction is lifted, the Company shall automatically acquire the Allotted Shares for which the Transfer Restrictions
are not lifted.
(Reference) The Company will grant the Executive Officers of the Company the similar Restricted Shares as
described above after the conclusion of this meeting.

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Proposal 7:

Election of One (1) Substitute Director Who Is an Audit and Supervisory Committee
Member

The Company proposes the election of one (1) substitute Director who is an Audit and Supervisory Committee
Member to provide against a case where there would be a shortfall in the number of Directors who are Audit andSupervisory Committee Members stipulated by laws and regulations, because the effective terms of pre-election of
Mt. Masashi Shishime, who was elected as a substitute Director who is an Audit and Supervisory Committee Member
at the 122nd Ordinary General Meeting of Shareholders held on June 29, 2021, will expire at the opening of thismeeting.
In addition, the consent of the Audit and Supervisory Committee has been obtained for this proposal.
The candidate for substitute Director who is and Audit and Supervisory Committee Member is as follows:
Name(Date of Birth)

Masashi Shishime(February 16, 1955)

Career Summary, Position in the Company,
and Significant Concurrent Positions Outside the Company
Apr. 1986

Registered as attorney-at-law

Oct. 1997

Established Shishime Law Office

June 2006

Outside Audit & Supervisory Board
Member, Yokogawa Bridge Holdings Corp.
(current position)

June 2011

Outside Audit & Supervisory Board
Member, The Shibusawa Warehouse Co.,
Ltd. (current position)

June 2019

Outside Corporate Auditor, Azuma ShippingCo., Ltd. (current position)

Number of theCompany’s
Shares Owned

0 shares(Reasons for nomination as candidate for substitute outside Director and overview of expected roles)
The Company proposes to elect Mr. Masashi Shishime as a substitute outside Director who is an Audit & Supervisory
Committee Member, expecting that he will utilize his expertise and ample experience in corporate legal affairs as an
attorney-at-law to strengthen the effectiveness of decision-making and oversight functions of the Board of Directors of
the Company. He has never been directly involved in the management of a company. However, the Company judges hewill appropriately fulfill his duties as an outside Director who is an Audit and Supervisory Committee Member basedon the above reasons.
(Notes)1. There is no special interest between the candidate and the Company.
2. Mr. Masashi Shishime is a candidate for substitute outside Director.
3. If this proposal is approved, Mr. Masashi Shishime assumes the office of outside Director, pursuant to the provisions ofArticle 427, paragraph 1 of the Companies Act, the Company plans to enter into an agreement with him to limit theliability for damages under Article 423, paragraph 1 of the same Act. The maximum amount of liability for damages
under this agreement is the minimum liability amount provided for under laws and regulations.
4. If this proposal is approved and Mr. Masashi Shishime assumes the office of outside Director, the Company plans tosubmit notification to Tokyo Stock Exchange, Inc. concerning his appointment as independent officer.
5. The Company has entered into a directors and officers liability insurance contract pursuant to the provisions of Article
430-3, paragraph 1 of the Companies Act with an insurance company. The insurance policy will cover legal
compensation and litigation costs to be borne by the insured. If this proposal is approved and Mr. Masashi Shishime
assumes the office of outside Director, he will be included as the insured under the insurance policy.

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