To shareholders

Securities code: 6316
Nov. 29, 2021

4-15 Uchikanda 3-chome, Chiyoda-ku, Tokyo

Maruyama Mfg. Co., Inc.
Representative
Director andPresident

Takaharu
Uchiyama

Notice of the 86th Annual General Meeting of Shareholders
We would like to express our heartfelt thanks to you for your exceptional support.
The 86th annual general meeting of shareholders of our company is scheduled to be held as described below.
Instead of attending the meeting, you can exercise your voting rights in writing or via the Internet. We are sorry forbothering you, but please read the reference material for the general meeting of shareholders below, and exercise yourvoting rights by 5:40 pm on Monday, December 20, 2021 (Japan time).
Sincerely Date and time



Place

Tuesday, December 21, 2021, 10:00 am (Japan time)
Reception will start at 9:00 am (Japan time)

Bellesalle Kanda on the 2nd floor of Sumitomo Fudosan Kanda Bldg.,
7 Kandamitoshiro-cho, Chiyoda-ku, Tokyo(Please see “Map of the venue of the general meeting of shareholders” on the back cover.)Items to bereported

Items to be
discussed

Items to beresolved

Business report, consolidated financial statements, non-consolidated financial statements andresults of audit of consolidated financial statements by accounting auditor and the audit andsupervisory committee for the 86th term (Oct. 1, 2020 to Sep. 30, 2021)
Proposal 1: Partial revision of the Articles of Incorporation
Proposal 2: Appointment of five (5) directors, excluding directors who are audit and supervisorycommittee members
Proposal 3: Appointment of three (3) directors who are audit and supervisory committee
members
Proposal 4: Appointment of one (1) director who is a substitute audit and supervisory committee
member● When attending the meeting on that day, please submit your voting form enclosed herewith to the reception staff.
□● Among the documents to be provided together with this notice, the following documents are available at our website in the Internet□(http://www.maruyama.co.jp/), in accordance with law and Article 15 of the Articles of Incorporation of our company.
(1) “Consolidated statements of changes in net assets” and “Notes to consolidated financial statements”(2) “Non-consolidated statements of changes in net assets” and “Notes to non-consolidated financial statements”

The above documents (1) and (2) are included in consolidated and non-consolidated financial statements audited by accounting auditor and theaudit and supervisory committee for producing audit reports.
● If there is any revision to the reference materials for the general meeting of shareholders, business reports, consolidated or non-consolidated□
financial statements, we will post the revised version on our website in the Internet (http://www.maruyama.co.jp/).

- 1 -Proposal 1

Partial revision of the Articles of Incorporation

1. Reason for the proposal

In order to clarify the items regarding accounting auditor, an organ of our company, we would like to
newly establish provisions on accounting auditor as Chapter 6 (Articles 35 through 38), and renumber
Chapter 6, Article 35 and the following articles of the current Articles of Incorporation. We would like tostipulate Article 38 (Exemption from liability of accounting auditor) in order to be able to exempt or limit
liability of accounting auditor so that accounting auditor can fulfill their expected roles to a sufficient degree
when executing their duties.

2. Details of the revision

The details of the revision are as follows.

(The underlined parts represent revised parts.)

Current Articles of Incorporation

Proposed revision(Newly established)

Chapter 6 Accounting Auditor(Newly established)

Article 35 Election of Accounting Auditor
Each accounting auditor shall be elected by resolutionof the general meeting of shareholders.

(Newly established)

Article 36 Term of Office of Accounting Auditor
1. The term of each accounting auditor will
expire at the closing of the ordinary general
meeting of shareholders to be held for the lastbusiness year ending within one (1) year after
his/her election.
2. Each accounting auditor will be deemed tohave been reappointed at the ordinary general
meeting of shareholders mentioned in theprevious paragraph, unless otherwise resolved
at said meeting.

- 2 -Current Articles of Incorporation

Proposed revision(Newly established)

Article 37 Remunerations, etc. for accounting auditor
The remunerations, etc. for Accounting Auditor will
be determined by the representative director with theconsent of the audit and supervisory committee.

(Newly established)

Article 38 Exemption from Liability of Accounting
Auditor
1. In accordance with Article 426, Paragraph 1 of
the Companies Act, the Company may, byresolution of the Board of Directors, exempt
accounting auditor (including former accounting
auditor) from liability provided for in Article
423, Paragraph 1 of the Companies Act within
the limits stipulated by laws and regulations.
2. The Company may, in accordance with Article
427, Paragraph 1 of the Companies Act, enter
into an agreement with accounting auditor tolimit the liability for damages under Article 423,
Paragraph 1 of the Companies Act. Provided,
however, that the maximum amount of liability
under such agreement shall be equal to theminimum amount of liability prescribed by laws
and regulations.

Chapter 6 Accounts
Articles 35 through 38 (provisions omitted)

Chapter 7 Accounts
Articles 39 through 42 (unchanged from the current
provisions)- 3 -Proposal 2

Appointment of five (5) directors, excluding directors who areaudit and supervisory committee members

At the end of this general meeting, the terms of all of five (5) directors, excluding directors who are audit andsupervisory committee members, will expire and they will retire. Accordingly, we would like you to appoint five(5) directors, excluding directors who are audit and supervisory committee members.
Regarding this proposal, the audit and supervisory committee of our company has judged that all candidates are
eligible.
The candidates for directors, excluding directors who are audit and supervisory committee members, are as
follows.

Candidate
No.

Name

1

Masanobu Ogashira

Representative Director
Director and Chairman

Reappointment

2

Takaharu Uchiyama

Representative Director
Director and President

Reappointment

3

Takahiro Ishimura

4

Kosuke Ohhira

5

Makoto Takatori

Current post and section in our company

Managing Director
General Manager of Sales Division and General
Manager of Domestic Sales Division
Managing Director
General Manager of Production Division andManager of Chiba Factory
Director
General Manager of Administration Division andGeneral Manager of Accounting Department- 4 -Reappointment

Reappointment

Reappointment

CandidateNo.

1

Reappointment

Masanobu
Ogashira(Born on May 10, 1952)

No. of shares of ourcompany he holds

20,938●Biography: His posts and sections in our company□
April 1976: Joined our company
December 1997: Director and President of Maruyama U.S., Inc.
October 2001: Assistant to the President and Chief of Group Management Division of our company
December 2001: Director of our company
July 2002: General Manager of Management Planning Department of our company
December 2003: Managing Director of our company
October 2004: General Manager of Administration Division of our company
April 2007: General Manager of Manufacturing Dept. and Manager of Chiba Factory of ourcompany
October 2008: Senior Managing Director and General Manager of Administration Division of ourcompany
October 2009: General Manager of Domestic Sales Division and General Manager of Overseas
Business Division of our company
October 2010: Representative Director and President of our company
October 2020: Representative Director and Chairman of our company (to the present)●□Important concurrent posts
There are no important concurrent posts.
●Reason for choosing him as a candidate for a director□
Mr. Masanobu Ogashira had played a role for improving our corporate value in a sustainable
manner by leading the management of our corporate group and supervising the decision making forand execution of important management items as Representative Director and President since
October 2010. At present, he serves as Representative Director and Chairman, overseeing ourbusiness administration, and is expected to contribute to our business further. Therefore, we havechosen him as a candidate for a director of our company.
●Notes on the candidate for a director□
1. There are no special interests between the candidate and our company.
2. Our company has entered into directors and officers liability insurance contract to cover damages
to be incurred by the insured as a result of liability that would arise due to execution of duties or
pursuit of such liability. If Mr. Masanobu Ogashira is elected, he will become one of the insured insaid insurance contract. This contract will be renewed with the same conditions, when the period of
insurance expires.
3. The number of shares of our company the candidate holds is the actual number of shares held asof September 30, 2021, including his equity in the executive share ownership plan.

- 5 -CandidateNo.

2Takaharu
Uchiyama(Born on September 22, 1971)

No. of shares of ourcompany he holds

10,806●Biography: His posts and sections in our company□
April 1996: Joined our company
February 2006: Director and Vice-president of Maruyama U.S., Inc.
October 2006: Director and President of Maruyama U.S., Inc.
July 2011: General Manager of Management Planning Department of our company
December 2011: Director of our company
October 2018: General Manager of Administration Division of our company
December 2018: Managing Director of our company
October 2020: Representative Director and President of our company (to the present)
Reappointment●Important concurrent posts□
Representative Director and President of Maruyama Excell Co., Ltd.
●Reason for choosing him as a candidate for a director□
Mr. Takaharu Uchiyama possesses the experience of managing overseas subsidiaries of ourcompany and working for the management planning department, and has led the management
section for the entire corporate group, while exerting his leadership in strengthening corporategroup management and global business management of our corporate group. At present, heoversees business administration, proceeds with business operation, and leads our corporate groupas Representative Director and President. Since he is expected to contribute to our business further,
we have chosen him as a candidate for a director of our company.
●Notes on the candidate for a director□
1. There are no special interests between the candidate and our company.
2. Our company has entered into directors and officers liability insurance contract to cover damages
to be incurred by the insured as a result of liability that would arise due to execution of duties or
pursuit of such liability. If Mr. Takaharu Uchiyama is elected, he will become one of the insured insaid insurance contract. This contract will be renewed with the same conditions, when the period of
insurance expires.
3. The number of shares of our company the candidate holds is the actual number of shares held asof September 30, 2021, including his equity in the executive share ownership plan.

- 6 -CandidateNo.

3

Reappointment

Takahiro
Ishimura(Born on July 17, 1962)

No. of shares of ourcompany he holds

6,747●Biography: His posts and sections in our company□
April 1985: Joined our company
October 2005: General Manager of Mass Retailer-targeted Sales Division of our company
October 2007: Manager of Kanto-Koshinetsu Branch of our company
April 2011: General Manager of Sales Promotion Department of our company
December 2011: Director of our company
October 2012: General Manager of Marketing and Sales Support Department, Sales Division of our company
October 2013: General Manager of Marketing and Sales Support Department and General Manager of Sales
Administration Division, Sales Division of our company
April 2014: General Manager of Marketing and Sales Support Department, Sales Division of our company
January 2017: General Manager of Overseas Sales Division and General Manager of Marketing and Sales
Support Department, Sales Division of our company
April 2017: General Manager of Overseas Sales Division, Sales Division of our company
October 2020: Managing Director, General Manager of Sales Division and General Manager of Domestic
Sales Division of our company (to the present)●Important concurrent posts□
Representative Director and President of Maruyama Logistics Co., Inc.
Director and Chairman of Maruyama U.S., Inc.
Director and President of Asian Maruyama (Thailand) Co., Ltd.
●Reason for choosing him as a candidate for a director□
Mr. Takahiro Ishimura possesses the experience of the sales of agricultural machinery and mass retailertargeted sales of our company, and exerted his leadership in marketing and sales support inside and outside
Japan. At present, he manages sales inside and outside Japan as General Manager of Sales Division andGeneral Manager of Domestic Sales Division. Since he is expected to contribute to our business further, wehave chosen him as a candidate for a director of our company.
●Notes on the candidate for a director□
1. There are no special interests between the candidate and our company.
2. Our company has entered into directors and officers liability insurance contract to cover damages to be
incurred by the insured as a result of liability that would arise due to execution of duties or pursuit of suchliability. If Mr. Takahiro Ishimura is elected, he will become one of the insured in said insurance contract. This
contract will be renewed with the same conditions, when the period of insurance expires.
3. The number of shares of our company the candidate holds is the actual number of shares held as of
September 30, 2021, including his equity in the executive share ownership plan.

- 7 -Candidate
No.

4

KosukeOhhira(Born on December 10, 1966)

No. of shares of ourcompany he holds

5,209●Biography: His posts and sections in our company□
April 1989: Joined our company
October 2010: Director and Factory Manager of Maruyama MFG (Thailand) Co., Ltd.
October 2013: Director and Factory Manager of Nippon Kreis Co., Ltd.
October 2018: Executive Officer and General Manager of Procurement Dept. of our company
October 2019: General Manager of Production Division and Manager of Chiba Factory of ourcompany(to the present)
December 2019: Director of our company
October 2020: Managing Director of our company (to the present)
Reappointment●□Important concurrent posts
Representative Director and President of Nippon Kreis Co., Ltd.
Representative Director and President of Seibu Maruyama Co., Ltd.
Director and Chairman of Maruyama MFG (Thailand) Co., Ltd.
●Reason for choosing him as a candidate for a director□
Mr. Kosuke Ohhira possesses the experience of working for production section of our company andserving as Director of a related production subsidiary, and has exerted his leadership in production
sections inside and outside Japan. At present, he manages production sections as General Manager
of Production Division, Manager of Chiba Factory, and Representative Director/President of a
related production subsidiary. Since he is expected to contribute to our business further, we havechosen him as a candidate for a director of our company.
●Notes on the candidate for a director□
1. There are no special interests between the candidate and our company.
2. Our company has entered into directors and officers liability insurance contract to cover damages
to be incurred by the insured as a result of liability that would arise due to execution of duties or
pursuit of such liability. If Mr. Kosuke Ohhira is elected, he will become one of the insured in said
insurance contract. This contract will be renewed with the same conditions, when the period of
insurance expires.
3. The number of shares of our company the candidate holds is the actual number of shares held asof September 30, 2021, including his equity in the executive share ownership plan.

- 8 -Candidate
No.

5

MakotoTakatori(Born on December 6, 1966)

No. of shares of ourcompany he holds

2,657

●
□Biography: His posts and sections in our company
April 1989: Joined The Fuji Bank, Limited.
February 2009: Assistant Manager of IT/System Planning Division of Mizuho Financial Group, Inc.
April 2013: Manager of Shinjuku-shintoshin Branch of Mizuho Bank, Ltd.
April 2016: Manager of Kitakyushu Branch of Mizuho Bank, Ltd.
June 2019: General Manager of Accounting Department of our company
April 2020: Executive Officer of our company
October 2020: General Manager of Administration Division and General Manager of Accounting
Department of our company (to the present)
December 2020: Director of our company (to the present)
Reappointment●Important concurrent posts□
There are no important concurrent posts.
●Reason for choosing him as a candidate for a director□
Mr. Makoto Takatori possesses plenty of experience and broad knowledge regarding financial
institutions, and has exerted his leadership in the accounting section of our company by utilizing his
experience and knowledge. At present, he engages in the management and operation of the entire
corporate group as General Manager of Administration Division. Since he is expected to contributeto our business further, we have chosen him as a candidate for a director of our company.
●Notes on the candidate for a director□
1. There are no special interests between the candidate and our company.
2. Our company has entered into directors and officers liability insurance contract to cover damages
to be incurred by the insured as a result of liability that would arise due to execution of duties or
pursuit of such liability. If Mr. Makoto Takatori is elected, he will become one of the insured in said
insurance contract. This contract will be renewed with the same conditions, when the period of
insurance expires.
3. The number of shares of our company the candidate holds is the actual number of shares held asof September 30, 2021, including his equity in the executive share ownership plan.

- 9 -Proposal 3

Appointment of three (3) directors who are audit and supervisorycommittee members

At the end of this general meeting, the terms of three (3) directors who are audit and supervisory committee
members: Hiroyuki Hatano, Atsushi Toki, and Makoto Miyanishi will expire and they will retire. Accordingly, we
would like you to appoint three (3) directors who are audit and supervisory committee members.
The audit and supervisory committee has agreed with this proposal.
The candidates for directors who are audit and supervisory committee members are as follows.

Candidate
No.

1

Name

Hiroyuki Hatano

Current post and section in our company

Outside Director
Full-time audit and supervisory committee member

Reappointment
Candidate for an
outside director
Independent officer

2

Atsushi Toki

Outside Director
Audit and supervisory committee member

Reappointment
Candidate for an
outside director
Independent officer
New appointment

3

Takashi Sekigawa

Candidate for an
outside director-

Independent officer- 10 -

CandidateNo.

1

Reappointment
Candidate for an
outside director
Independent
executive

HiroyukiHatano(Born on April 16, 1961)

No. of shares of ourcompany he holds

0●Biography: His posts and sections in our company□
April 1984: Joined The Fuji Bank, Limited.
January 2000: General Manager of Management Planning Dept. of Fuji Investment Management Co., Ltd.
January 2005: Assistant Manager of Marketing Division 8 of Mizuho Corporate Bank, Ltd.
May 2007: Manager of Fukuyama Branch of Mizuho Bank, Ltd.
April 2009: Chief of General Planning Section of Trust & Custody Services Bank, Ltd.
October 2011: Manager of Kyoto Branch of Mizuho Trust & Banking Co., Ltd.
April 2014: Full-time auditor of Mizuho Trust & Banking Co., Ltd.
June 2017: Director who is audit and supervisory committee member of Mizuho Trust & Banking Co., Ltd.
June 2019: Manager (Riji) of Mizuho Trust & Banking Co., Ltd.
December 2019: Outside Director who is audit and supervisory committee member of our company (to thepresent)●Important concurrent posts□
There are no important concurrent posts.
●Reason for choosing him as a candidate for Outside Director, his expected roles, etc.
□
Mr. Hiroyuki Hatano attends the meetings of the board of directors and management meetings as Outside
Director and full-time audit and supervisory committee member of our company based on his plentiful
experience and broad knowledge regarding financial institutions, contributing to the securing of soundness andappropriateness of managerial decision-making and the improvement in its transparency. Since he is expected
to contribute to our business further, we have chosen him as a candidate for Outside Director of our company.
●Notes on the candidate for a director□
1. There are no special interests between the candidate and our company.
2. Mr. Hiroyuki Hatano is a candidate for Outside Director. In addition, our company designated him as anindependent officer specified in the regulations of Tokyo Stock Exchange and notified Tokyo Stock Exchangeof said designation.
3. Our company signed a contract for limiting the liability mentioned in Article 423, Paragraph 1 of theCompanies Act with Mr. Hiroyuki Hatano, and the maximum amount of liability under such contract is equal
to the minimum amount of liability prescribed by laws and regulations. If the reappointment of him as Outside
Director is approved at this annual general meeting of shareholders, said contract will be continued.
4. Our company has entered into directors and officers liability insurance contract to cover damages to be
incurred by the insured as a result of liability that would arise due to execution of duties or pursuit of suchliability. If Mr. Hiroyuki Hatano is elected, he will become one of the insured in said insurance contract. This
contract will be renewed with the same conditions, when the period of insurance expires.
5. He will have been serving as Outside Director who is audit and supervisory committee member for two
years as of the end of this annual general meeting of shareholders.

- 11 -

CandidateNo.

2

Atsushi Toki

(Born on May 19, 1955)

No. of shares of ourcompany he holds

0●□Biography: His posts and sections in our company
April 1983: Lawyer (to the present)
December 2001: Outside auditor of our company
May 2003: Outside Director of Parco Co., Ltd.
June 2003: Outside auditor of Credit Saison Co., Ltd.
May 2008: Trustee of the reorganization company Tosco Corporation
December 2015: Outside Director who is audit and supervisory committee member of our company(to the present)
Reappointment
Candidate for an
outside director
Independent
executive●Important concurrent posts□
Outside auditor of Midori Anzen Co., Ltd.
Outside auditor of Nippon Steel Texeng Co., Ltd.
Outside Director of Ajinomoto Co., Inc.
Outside Director of GEOSTR Corporation●Reason for choosing him as a candidate for Outside Director, his expected roles, etc.
□
Mr. Atsushi Toki has contributed significantly to our governance system, based on his expertise,plentiful experience, and broad knowledge nurtured as a lawyer. Since he is expected to contributeto the improvement in our governance system further, we have chosen him as a candidate for
Outside Director of our company. He has no experience of getting involved in businessadministration except as an outside executive, but we consider that he will be able to execute his
duty appropriately as Outside Director for the above-mentioned reason.
●□Notes on the candidate for a director
1. There are no special interests between the candidate and our company.
2. Mr. Atsushi Toki is a candidate for Outside Director. In addition, our company designated him as
an independent officer specified in the regulations of Tokyo Stock Exchange and notified Tokyo
Stock Exchange of said designation.
3. Our company signed a contract for limiting the liability mentioned in Article 423, Paragraph 1 of
the Companies Act with Mr. Atsushi Toki, and the maximum amount of liability under suchcontract is equal to the minimum amount of liability prescribed by laws and regulations. If thereappointment of him as Outside Director is approved at this annual general meeting ofshareholders, said contract will be continued.
4. Our company has entered into directors and officers liability insurance contract to cover damages
to be incurred by the insured as a result of liability that would arise due to execution of duties or
pursuit of such liability. If Mr. Atsushi Toki is elected, he will become one of the insured in said
insurance contract. This contract will be renewed with the same conditions, when the period of
insurance expires.
5. He will have been serving as Outside Director who is audit and supervisory committee member
for six years as of the end of this annual general meeting of shareholders.
- 12 -

CandidateNo.

3

TakashiSekigawa(Born on February 8, 1961)

No. of shares of ourcompany he holds

0

New appointment●Biography: His posts and sections in our company□
April 1984: Joined the Norinchukin Bank
July 2004: Manager of Matsue Branch of The Norinchukin Bank
June 2008: Chief of Business Administration Division, Planning Management Section of
The Norinchukin Bank
June 2009: Chief of Stock Investment Division of The Norinchukin Bank
June 2010: Chief of Risk Assessment Division of The Norinchukin Bank
June 2012: Chief of Compliance Control Division of The Norinchukin Bank
October 2014: Special inspector, Financial Services Agency
March 2021: Retired as a Special inspector, Financial Services Agency
June 2021: Outside director of Starzen Co., Ltd. (to the present)
June 2021: Outside auditor of Kyodo Milk Industry Co., Ltd. (to the present)

Candidate for an
outside director
Independent
executive●□Important concurrent posts
Outside Director of Starzen Co., Ltd.
Outside auditor of Kyodo Milk Industry Co., Ltd.
●
□Reason for choosing him as a candidate for Outside Director, his expected roles, etc.
Mr. Takashi Sekigawa had been in charge of risk control and compliance for financial institutions,so he possesses the profound knowledge of internal control. Since he is expected to contribute to
the improvement in soundness and transparency of our business administration and internal control
by getting involved in our management as Outside Director who is audit and supervisory committee
member, we have chosen him as a candidate for Outside Director who is audit and supervisorycommittee member of our company. He has no experience of getting involved in businessadministration except as an outside executive, but we consider that he will be able to execute his
duty appropriately as Outside Director for the above-mentioned reason.
●□Notes on the candidate for a director
1. There are no special interests between the candidate and our company.
2. Mr. Takashi Sekigawa is a candidate for Outside Director. In addition, our company will
designate him as an independent officer specified in the regulations of Tokyo Stock Exchange andnotify Tokyo Stock Exchange of said designation.
3. If the appointment of him is approved, our company will conclude a contract for limiting theliability mentioned in Article 427, Paragraph 1 of the Companies Act with Mr. Takashi Sekigawa.
The maximum amount of liability of director under such contract will be equal to the minimum
amount of liability prescribed by laws and regulations.
4. Our company has entered into directors and officers liability insurance contract to cover damages
to be incurred by the insured as a result of liability that would arise due to execution of duties or
pursuit of such liability. If Mr. Takashi Sekigawa is elected, he will become one of the insured insaid insurance contract. This contract will be renewed with the same conditions, when the period of
insurance expires.

- 13 -

Proposal 4

Appointment of one (1) director who is a substitute audit andsupervisory committee member

At the end of this general meeting, Mr. Toshihiro Kamakura will resign as Director who is audit andsupervisory committee member. Accordingly, just in case the number of directors who is audit and supervisorycommittee member falls below the number specified in law, we would like you to elect one (1) director who is a
substitute audit and supervisory committee member.
Until the appointment, said election may be cancelled through a resolution of the board of directors after theapproval by the audit and supervisory committee.
The audit and supervisory committee has agreed with this proposal.
The candidate for a substitute director who is audit and supervisory committee member is as follows.

- 14 -

Candidate

Nobushige
Ueki(Born on March 21, 1952)

No. of shares of ourcompany he holds

0●Biography: His posts and sections in our company□
November 1976: Joined Showa Audit Corporation
January 1980: Joined Ohtemon Joint Office of Certified Public Accountants
July 1980: Registered as a certified public accountant (registered as a tax accountant)
July 2017: Established Nobushige Ueki Tax Accountant Office (to the present)●Important concurrent posts□
There are no important concurrent posts.
New appointment
Candidate for an
outside director
Independent
executive●Reason for choosing him as a candidate for a substitute Outside Director, his expected roles, etc.
□
Mr. Nobushige Ueki engaged in audit as an accounting auditor of our company from the term ended
September 1980 to the term ended September 2016, and possesses the expertise and plenty ofexperience as an accountant and tax accountant. We consider that he would be able to fulfill his
duty as Director who is audit and supervisory committee member swiftly and appropriately if thenumber of directors who is audit and supervisory committee member falls below the number
specified in law and he is expected to utilize his expertise and plentiful knowledge for thesupervision and audit of our business operations, so we would like you to choose him as a candidate
for substitute Outside Director who is audit and supervisory committee member.
He has no experience of getting involved in business administration except as an outside executive,
but we consider that he will be able to execute his duty appropriately as Outside Director for theabove-mentioned reason.
●Notes on the candidate for a substitute director□
1. There are no special interests between the candidate and our company.
2. Mr. Nobushige Ueki is a candidate for substitute Outside Director. In addition, our company will
designate him as an independent officer specified in the regulations of Tokyo Stock Exchange andnotify Tokyo Stock Exchange of said designation if he is elected as Director to the audit andsupervisory committee.
3. If the appointment of him is approved and he assumes a position as Director who is audit andsupervisory committee member, our company will conclude a contract for limiting the liability
mentioned in Article 427, Paragraph 1 of the Companies Act with Mr. Nobushige Ueki. The
maximum amount of liability of director under such contract will be equal to the minimum amountof liability prescribed by laws and regulations.
4. Our company has entered into directors and officers liability insurance contract to cover damages
to be incurred by the insured as a result of liability that would arise due to execution of duties or
pursuit of such liability. If Mr. Nobushige Ueki is elected as Director who is audit and supervisorycommittee member, he will become one of the insured in said insurance contract. This contract will
be renewed with the same conditions, when the period of insurance expires.

- 15 -

For reference
If Proposals 2, 3, and 4 are approved, the directors and their expected expertise will become as follows. Not allof their knowledge is tabulated below.

Masanobu Ogashira
Representative Director
and Chairman
Takaharu Uchiyama
Representative Director
and President
Takahiro IshimuraManaging
Director/General
Manager of Sales
Division
Kosuke OhhiraManaging
Director/General
Manager of Production
Division
Makoto Takatori
Director/General
Manager of
Administration Division
Hiroyuki Hatano
Outside Director/Fulltime audit andsupervisory committee
memberAtsushi Toki
Outside Director/Auditand supervisorycommittee member
Takashi Sekigawa
Outside Director/Auditand supervisorycommittee member
Nobushige Ueki
Substitute Outside
Director/Audit andsupervisory committee
member

Generalbusiness
administration

International
experience

MarketingTechnology/
production

●

●

●

●

●

●

●

●

●

●

●

●

●

Personnel/legal
affairs

Finance/accounting

Digitaltechnology/IT

Audit

●

●

●

●

●

●

●

●

●

●

●

●

●

●

●

●

●

●

- 16 -●