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

Securities code: 6167
June 6, 2024
(Date of commencement of measures forelectronic provision: May 31, 2024)
To Shareholders with Voting Rights:
Yoshikazu Haruta
Representative Director and President
Fuji Die Co., Ltd.
2-17-10, Shimomaruko, Ota-ku,
Tokyo, JapanNOTICE OF
THE 68th ANNUAL GENERAL MEETING OF SHAREHOLDERS
Dear Shareholders:
We would like to express our appreciation for your continued support and patronage.
We hereby inform you that the 68th Annual General Meeting of Shareholders of Fuji Die Co., Ltd. (the“Company”) will be held as described below.
In convening this General Meeting of Shareholders, the Company has taken measures for electronic
provision, and the matters subject to measures for electronic provision have been posted on the following
website on the Internet.
The Company’s website: https://www.fujidie.co.jp/tabid/180/language/en-US/Default.aspx
In addition to the above, the matters have been posted on the following website on the Internet.
Tokyo Stock Exchange website (TSE Listed Company Search):https://www2.jpx.co.jp/tseHpFront/JJK020010Action.do?Show=Show(Please access the TSE website shown above, enter “Fuji Die” in the “Issue name (company name)”field, or the Company’s securities code “6167” in the “Code” field to search, select “Basic information”
and “Documents for public inspection/PR information” in this order, and confirm “Notice of General
Shareholders Meeting/Informational Materials for a General Shareholders Meeting” indicated under “Filed
information available for public inspection.”)In lieu of attending the meeting in person, you may exercise voting rights in writing or byelectromagnetic means (the Internet, etc.). Please review the Reference Documents for the General Meetingof Shareholders described in the matters subject to measures for electronic provision and follow the“Instructions for the Exercise of Voting Rights” to exercise your voting rights no later than 5:00 p.m. on
Monday, June 24, 2024, Japan time.

-1-1. Date and Time:

Tuesday, June 25, 2024 at 10:00 a.m. Japan time
(Reception starts at 9:30 a.m.)

2. Place:

ORIGIA Banquet Room, 2nd Floor, PLAZA APEA
3-5, Nishi-kamata 8-chome, Ota-ku, Tokyo, Japan

3. Meeting Agenda:
Matters to be reported:1. The Business Report and Consolidated Financial Statements for theCompany’s 68th Fiscal Year (April 1, 2023 - March 31, 2024) andresults of audits by the Accounting Auditor and the Audit &Supervisory Board of the Consolidated Financial Statements
2. Non-consolidated Financial Statements for the Company’s 68th Fiscal
Year (April 1, 2023 - March 31, 2024)
Proposals to be resolved:
Appropriation of Surplus
Proposal 1:
Partial Amendment to the Articles of Incorporation
Proposal 2:
Election of Nine (9) Directors
Proposal 3:
Election of One (1) Audit & Supervisory Board Member
Proposal 4:
Payment of Bonuses to Directors
Proposal 5:









If you attend the meeting on the day of the meeting, you are kindly requested to present the enclosed
voting rights exercise form at the reception desk at the meeting venue.
No souvenir will be distributed on the day of the meeting. We would appreciate your kindunderstanding.
In accordance with laws and regulations and provisions of the Articles of Incorporation of theCompany, the following matters subject to measures for electronic provision have been omitted in
paper-based documents delivered in response to a request for delivery of documents. The Audit &Supervisory Board Members and the Accounting Auditor have audited the documents subject to audit,
including the following matters.
(1) “Consolidated Statements of Changes in Net Assets” and “Notes to Consolidated Financial
Statements” in the Consolidated Financial Statements(2) “Non-consolidated Statements of Changes in Net Assets” and “Notes to Non-consolidated
Financial Statements” in the Non-consolidated Financial Statements
Paper-based documents containing Reference Documents for the General Meeting of Shareholders
will be sent to those shareholders who have not requested delivery of paper-based documents, inaddition to the matters required by laws and regulations.
Should the matters subject to measures for electronic provision require revisions, the revised versions
will be posted on each website where these matters are posted.
The Company will discontinue sending a Notice of Resolution of Annual General Meeting of
Shareholders and instead post the result of the meeting on its website.
Should any major changes arise to the operation or the venue of the meeting due to future conditions,
we will notify such changes on the Company’s website:
https://www.fujidie.co.jp-2-

Acceptance of Questions in Advance
We will accept your questions by e-mail for this Annual General Meeting of Shareholders.
Details are as described below.


How to contact: Please send an e-mail stating required information and your questions to the following
e-mail address.
[E-mail address] sokai@fujidie.co.jp[Required information]a. Your shareholder No. (printed on the voting rights exercise form)b. Your namec. Your address
d. Questions (Please describe the points in brief.)Acceptance period of questions in advance: until 5:00 p.m. on Tuesday, June 18, 2024

Among the questions accepted in advance, we will answer on the day of the meeting questions related
to the purpose of the meeting and those deemed to be of great interest to shareholders to which theCompany is able to answer.



We do not guarantee that all the questions will be answered. Please also note that we will not answer
the questions on an individual basis.



The above-mentioned e-mail address will become invalid upon expiry of the acceptance period.

-3-Instructions for the Exercise of Voting Rights
Please review the Reference Documents for the General Meeting of Shareholders described in thematters subject to measures for electronic provision and exercise your voting rights by either of thefollowing methods.
Exercise of voting rights via the Internet, etc.
Please follow the instructions on the next page and indicate your vote for or against the proposals.
For details, please refer to the next page.
Deadline: 5:00 p.m. on Monday, June 24, 2024
Exercise of voting rights in writing
Please indicate your vote for or against the proposals on the enclosed voting rights exercise form
and return it by mail so that it is received by the Company’s shareholder register administrator by
the deadline.
Deadline: 5:00 p.m. on Monday, June 24, 2024
Attending the meeting
Please bring with you the enclosed voting rights exercise form and submit it at the reception desk.
Date and time: Tuesday, June 25, 2024 at 10:00 a.m. Japan time (Reception starts at 9:30 a.m.)
How to fill in the voting rights exercise form
Please cut this part out and return by post.
Please indicate your vote for or against the proposals here.
Proposal 1, Proposal 2, Proposal 4, and Proposal 5► If you approve: Circle “賛” [Approve]► If you disapprove: Circle “否” [Disapprove]
Proposal 3*► If you approve all candidates: Circle “賛” [Approve]► If you disapprove all candidates: Circle “否” [Disapprove]* If you vote differently for any candidate(s), please specify the applicable candidate(s) by their
number.
Precautions for handling of voting rights exercised
If there is no indication of a vote for or against a specific proposal on the voting rights exercise
form, it shall be deemed as an indication of approval of that proposal.
If you exercise your voting rights both in writing and via the Internet, the voting rights

exercised via the Internet will be deemed valid.
If you exercise your voting rights multiple times via the Internet, etc., the most recent votingrights exercised will be deemed valid.
Introduction of Electronic Voting System Platform
Institutional investors may exercise their voting rights by electromagnetic means, using theElectronic Voting System Platform operated by ICJ, Inc.

-4-

Instructions for the Exercise of Voting Rights via the Internet, etc.
By scanning the QR Code with your smartphone
By scanning the “Login QR Code,” you can log in to the website without having to enter “login ID” and“temporary password.”
1. Scan the QR code
“Login QR Code” is here.
Voting rights exercise form stub (right side)
Scan the “Login QR Code” printed on the enclosed voting rights exercise form stub (right side)with your smartphone.
2. After that, please follow the on-screen instructions to indicate your vote for or against the proposals.
By entering login ID and temporary password
Voting rights exercise website: https://evote.tr.mufg.jp/
1. Access the voting rights exercise website.
Click “To the next page”
2. Enter “login ID” and “temporary password” printed on the voting rights exercise form stub (rightside).
Click “Log in”
After that, please follow the on-screen instructions to indicate your vote for or against the proposals.
For inquiries about the voting rights exercise system, etc.:
Securities Agency Division (Help Desk)
Mitsubishi UFJ Trust and Banking Corporation
Telephone: 0120-173-027 (toll free)(Business hours: 9:00 a.m. to 9:00 p.m.)Precautions:

The service is suspended from 2:30 a.m. to 4:30 a.m. every day.



Any costs incurred for using the voting rights exercise website, including connection fees andcommunication fees, shall be borne by the shareholders.

-5-Reference Documents for the General Meeting of Shareholders
Proposals and References
Proposal 1:

Appropriation of Surplus

The Company’s basic policy is to strive for stable and active return of profits to shareholders in order
to live up to their expectations.
With regard to the year-end dividend for the fiscal year under review, the Company proposes to pay
32 yen per share (ordinary dividend of 22 yen and commemorative dividend of 10 yen), by taking various
factors into consideration, including its financial condition, business performance and dividend payout
ratio, and adding a commemorative dividend of 10 yen in celebration of the 75th anniversary of theCompany:
Type of dividend property:
CashMatters concerning the allocation of dividend property and the total amount:
32 yen per share of common stock of the Company(ordinary dividend of 22 yen and commemorative dividend of 10 yen),
for a total of 635,719,040 yen
Effective date of distribution of surplus:
June 26, 2024

-6-

Proposal 2:

Partial Amendment to the Articles of Incorporation

1. Reasons for the amendment
To vitalize and facilitate shareholders meetings by making it easier to attend for more shareholders,
including those located in remote areas, and to be prepared for large-scale disasters such as the spreadof infectious diseases or the occurrence of natural disasters, as well as progress made in the digitizationof society, the Company proposes to add Paragraph 2 to Article 12 of the current Articles ofIncorporation to enable the holding of a shareholders meeting without a designated location (so-calledvirtual-only shareholders meetings).
2.

Description of the amendment
Description of the amendment is as follows:
Current Articles of Incorporation(Convocation)
Article 12. An ordinary general meeting ofshareholders shall be convened
within three months after the end ofeach fiscal year, and an
extraordinary general meeting ofshareholders shall be convened
whenever necessary.
(Newly established)-7-(Amended parts are underlined.)
Proposed amendment(Convocation)
Article 12. An ordinary general meeting ofshareholders shall be convened
within three months after the end ofeach fiscal year, and an
extraordinary general meeting ofshareholders shall be convened
whenever necessary.
2 A general meeting of shareholdersof the Company may be convened
as a shareholders meeting without adesignated location.

Proposal 3:

Election of Nine (9) Directors

The terms of office of all seven (7) Directors will expire at the conclusion of this Annual General
Meeting of Shareholders. Accordingly, the Company proposes the election of nine (9) Directors,
increasing the number of Directors by two (2), in order to secure management transparency and further
strengthen corporate governance.
The candidates for Director are as follows:
No.

Current positions and responsibilities at theCompany

Name

1

Yoshikazu Haruta[Reappointment]

Representative Director and President

2

Masanobu Tsuda[Reappointment]

Managing Director, Division Director ofOverseas Business Division

3

Mamoru Shinomiya[Reappointment]

Director, Division Director of TechnicalDevelopment Division

4

Kazuyuki Mawatari[Reappointment]

Director, Division Director of Production
Division and General Manager of Production
Control Department

5

Yasuhiro Matsuoka[Reappointment]

Director, Division Director of Sales Division6

Masao Takayasu[New appointment]

Division Director of Administration Division

7

Hidehisa Sawai

8

Noriyoshi Ueda

9Michiko Nakamura[Reappointment][Outside][Independent][Reappointment][Outside][Independent][New appointment][Outside][Independent]

Director

Director

-8-

No.

Name
(Date of birth)

Career summary, positions, responsibilities,
and significant concurrent positions
April 1987
June 2007

1

Number ofshares of theCompany held

Joined the Company
General Manager of Financial Operations
Department, Administration Division
August 2010
General Manager of Corporate Planning
Department, Administration Division
March 2014
Deputy Division Director of Administration
Division and General Manager of Corporate
Planning Department
June 2015
Director, Deputy Division Director of
Yoshikazu Haruta
Administration Division and General Manager(November 26, 1963)of Corporate Planning Department
August 2015
Director, General Manager of Corporate[Reappointment]
Planning Department
25,144
August 2017
Director, Division Director of Administration[Attendance at theDivision and General Manager of Corporate
Board of Directors
Planning Department
meetings]
August 2017
Director, Division Director of Administration
100%
Division and Division Director of Corporate
15/15
Planning DivisionDecember 2017 Director, Division Director of Administration
Division
June 2018
Managing Director, Division Director of
Administration Division
July 2023
Senior Managing Director, Division Director of
Administration Division
January 2024
Representative Director and President (current
position)[Reason for nomination as candidate for Director]
Mr. Yoshikazu Haruta assumed the post of Director in June 2015. He has served as Division Director
responsible for corporate planning, accounting, general affairs, and human resources and has extensive
business experience and insights into overall corporate management, administration and operation of theCompany. Since his appointment as Representative Director and President in January 2024, he has beenleading overall corporate management, demonstrating strong leadership in doing so. Determining that he is
the best person for contributing to sustainable improvement of corporate value going forward, the Company
proposes his reelection as Director.

-9-

No.

Name
(Date of birth)

Career summary, positions, responsibilities,
and significant concurrent positions
April 1988
December 2008

2

Number ofshares of theCompany held

Joined the Company
General Manager of Market Development
Department, Production Development Division
August 2010
General Manager of Sales Department, East
Japan Business Unit
April 2013
General Manager of Export Department, Sales
Division
Masanobu Tsuda
June 2015
Deputy Division Director of Sales Division and(August 25, 1965)
General Manager of Export Department
October 2015
Deputy Division Director of Sales Division and[Reappointment]
General Manager of Sales Administration
Department
18,479[Attendance at the
April 2020
Deputy Division Director of Sales Division and
Board of Directors
General Manager of Overseas Businessmeetings]
Management Department
100%
June
2020
Director, Deputy Division Director of Sales
15/15
Division and General Manager of Overseas
Business Management Department
November 2020 Director, Division Director of Sales Division
July 2023
Director, Division Director of Overseas Business
DivisionJanuary 2024
Managing Director, Division Director ofOverseas Business Division (current position)[Reason for nomination as candidate for Director]
Mr. Masanobu Tsuda assumed the post of Director in June 2020. He has served as Division Director of
the Sales Division and has years of experience in managing and supervising sales departments of the Group.
In addition, having led the overseas business, he is well versed in local affairs and has extensive experience,
knowledge, and connections among customers and the like. Determining that he is one of the best persons
for contributing to sustainable improvement of corporate value, the Company proposes his reelection as
Director.

- 10 -

No.

Name(Date of birth)

Career summary, positions, responsibilities,
and significant concurrent positions
April 1994
July 2012

3

Number ofshares of theCompany held

Joined the Company
Head of Development Center, Production
Development Division
March 2014
General Manager of Product Development
Department, Development Center, TechnicalDevelopment DivisionDecember 2014 Head of Development Center, Technical
Mamoru Shinomiya
Development Division and General Manager of(June 5, 1967)
Product Development Department
March 2019
Deputy Division Director of Technical[Reappointment]
Development Division, Head of Development
20,250Center and General Manager of Product[Attendance at theDevelopment Department
Board of Directors
April 2020
Division Director of Technical Development
meetings]
Division, Head of Development Center and
100%
General Manager of Product Development
15/15
Department
June 2020
Director, Division Director of TechnicalDevelopment Division, Head of Development
Center and General Manager of ProductDevelopment Department
July 2020
Director, Division Director of TechnicalDevelopment Division (current position)[Reason for nomination as candidate for Director]
Mr. Mamoru Shinomiya assumed the post of Director in June 2020. He is serving as Division Director
in charge of technical development and has extensive business experience and insights into the Company’s
technical development. Determining that he is one of the best persons for contributing to sustainableimprovement of corporate value, the Company proposes his reelection as Director.

- 11 -

No.

4

Name
(Date of birth)

Career summary, positions, responsibilities,
and significant concurrent positions

Number ofshares of theCompany held

April 1990
Joined the Company
November 2013 Deputy Head of Manufacturing Plant, Okayama
Manufacturing Plant, West Japan Business Unit
and Manager of Metallurgy Section
October 2016
Head of Okayama Manufacturing Plant,
Production Control & Management Center,
Production Division and Manager of Inspection
SectionKazuyuki Mawatari
July 2019
Deputy Division Director of Production Division(December 31, 1967)
and Head of Production Control & Management
Center[Reappointment]
May 2021
Division Director of Production Division andHead of Production Control & Management
25,450[Attendance at theCenterBoard of Directors
June 2021
Director, Division Director of Production
meetings]
Division and Head of Production Control &100%Management Center
15/15
December 2021 Director, Division Director of Production
Division
July 2023
Director, Division Director of Production
Division and Head of Production Control &Management Center
November 2023 Director, Division Director of Production
Division and General Manager of Production
Control Department (current position)[Reason for nomination as candidate for Director]
Mr. Kazuyuki Mawatari assumed the post of Director in June 2021. While serving as Division Director
in charge of production and engaging in production activities for years, he also has engaged in research anddevelopment and planning activities and has extensive knowledge based on his wide range of experience.
Determining that he is one of the best persons for contributing to sustainable improvement of corporate
value, the Company proposes his reelection as Director.

- 12 -

No.

Name(Date of birth)

Career summary, positions, responsibilities,
and significant concurrent positions
April 1991
August 2010

5

6

Number ofshares of theCompany held

Joined the Company
General Manager of Production Engineering
Department, Kyushu Business Unit
March 2014
Head of Kumamoto Manufacturing Plant,
Yasuhiro Matsuoka
Production Control & Management Center,(April 13, 1968)
Production Division
September 2017 Head of Koriyama Manufacturing Plant,[Reappointment]
Production Control & Management Center,
Production Division
22,168[Attendance at theDecember 2021 Deputy Division Director of Production Division
Board of Directors
and Head of Production Control & Management
meetings]
Center100%
June 2022
Director, Deputy Division Director of
15/15
Production Division and Head of Production
Control & Management Center
July 2023
Director, Division Director of Sales Division(current position)[Reason for nomination as candidate for Director]
Mr. Yasuhiro Matsuoka assumed the post of Director in June 2022. He has engaged in production
activities for years, leading productivity innovation activities at the Company. Since July 2023, he has served
as Division Director of the Sales Division. He has extensive business experience and insights into
manufacturing and sales. Determining that he is one of the best persons for contributing to sustainableimprovement of corporate value, the Company proposes his reelection as Director.
April 1982
Joined NEC Corporation
April 2017
Joined the Company
October 2018
General Manager of Human Resources
Department, Administration Division
April 2023
Deputy Division Director of Administration
Masao Takayasu
Division(January 1, 1960)
July 2023
Deputy Division Director of Administration
1,693
Division and General Manager of Information[New appointment]
System Department
January 2024
Division Director of Administration Division
and General Manager of Information System
Department
April 2024
Division Director of Administration Division(current position)[Reason for nomination as candidate for Director]
Mr. Masao Takayasu has engaged in human resources and general affairs activities for years, leading
the overall talent strategy of the Company, including recruitment, development, allocation and treatment of
talent, as well as improvement of employee engagement. In addition, having worked for development of
information infrastructure and served as Division Director in charge of administration, he has extensive
business experience and high-level insights into corporate management and administration. Determining that
he is one of the best persons for contributing to sustainable improvement of corporate value, the Company
proposes his election as new Director.

- 13 -

No.

Name(Date of birth)

Career summary, positions, responsibilities,
and significant concurrent positions
April 1975

7

8

Number ofshares of theCompany held

Registered as attorney-at-law (Daini Tokyo Bar
Association)
Joined Nakatsu Law Office
April 1979
Established Sawai Law OfficeHidehisa Sawai
October 2002
Established Shin-Yotsuya Law Offices(July 23, 1948)
Representative of the office (current position)
April 2011
Vice President of Japan Federation of Bar[Reappointment]
Associations
President of Daini Tokyo Bar Association[Attendance at theBoard of Directors April 2012
Visiting Professor of The University of Electromeetings]
Communications
100%
April 2015
President of Japan Attorneys National Pension
15/15
Fund
June 2015
Director of the Company (current position)
October 2016
Outside Auditor of AISEI PHARMACY Co.,
Ltd. (current position)[Reason for nomination as candidate for Outside Director and expected roles]
Mr. Hidehisa Sawai has extensive career as an attorney and high-level professional insights into
corporate legal affairs. Anticipating that he will supervise and provide advice on overall corporate
management of the Company from a high-level and professional perspective, the Company proposes his
reelection as Outside Director. Although he has never been involved in corporate management other than as
an outside director or an outside auditor, the Company determines that he will be able to appropriately
perform his duties as Outside Director based on the aforementioned reasons.
April 1979
Joined Canon Inc.
Noriyoshi Ueda
March
2006
Director of CanonFinetech, Inc. (currently(July 11, 1956)
Canon Finetech Nisca Inc.)
March 2011
Managing Director of CanonFinetech, Inc.
[Reappointment](currently Canon Finetech Nisca Inc.)[Attendance at theJanuary 2012
President and Representative Director of Nisca
Board of Directors
Corporation (currently Canon Finetech Nisca
meetings]
Inc.)
100%
July 2017
Director of Canon Finetech Nisca Inc.
15/15
June 2022
Director of the Company (current position)[Reason for nomination as candidate for Outside Director and expected roles]
Mr. Noriyoshi Ueda has extensive experience and broad knowledge as a corporate manager and is wellversed in manufacturing, from development to production. Anticipating that he will utilize his knowledge
and experience in supervising and other activities for its management, the Company proposes his reelection
as Outside Director.

- 14 -

No.

Name(Date of birth)

Career summary, positions, responsibilities,
and significant concurrent positions

Number ofshares of theCompany held

December 2007

9

Registered as attorney-at-law (Daini Tokyo Bar
Association)
Joined Kamon Law OfficeMichiko Nakamura
November 2012 Commissioned by Japan Federation of Bar(June 7, 1978)
Associations[New appointment] April 2013
Established PLUS Law Office (current position)
February 2022
Commissioned by Japan Federation of Bar
Associations (current position)[Reason for nomination as candidate for Outside Director and expected roles]
Ms. Michiko Nakamura has extensive professional knowledge and experience as an attorney and highlevel professional insights into corporate legal affairs, which are highly beneficial to the Company.
Anticipating that she will utilize these qualities in strengthening the Company’s corporate governance, theCompany proposes her election as new Outside Director. Although she has never been involved in corporate
management other than as an outside director or an outside auditor, the Company determines that she will
be able to appropriately perform her duties as Outside Director based on the aforementioned reasons.
Notes: 1. There are no special interests between each candidate and the Company.
2. Mr. Hidehisa Sawai, Mr. Noriyoshi Ueda, and Ms. Michiko Nakamura are candidates for
Outside Directors.
3. The candidate Ms. Michiko Nakamura’s name as it appears on her family register is Michiko
Fukunaga.
4. Mr. Hidehisa Sawai and Mr. Noriyoshi Ueda currently serve as Outside Directors of theCompany, and they will have served as such for nine (9) years and two (2) years, respectively,
at the conclusion of this General Meeting of Shareholders.
5. The Company has entered into limited liability agreements with Mr. Hidehisa Sawai and Mr.
Noriyoshi Ueda to ensure they can fully perform their expected roles. If their reelection isapproved, the Company intends to renew the said agreements with them. If election of Ms.
Michiko Nakamura is approved, the Company intends to enter into the same limited liability
agreement with her. The outline of the details of the agreement is as follows:• If Outside Director becomes liable for damages due to neglect of his or her duties as
stipulated in Article 423, Paragraph 1 of the Companies Act, he or she shall be liable fordamages within the minimum liability amount stipulated in Article 425, Paragraph 1 of thesame Act, provided that the Outside Director has acted in good faith and without grossnegligence in execution of the duty that caused the liability.
6. The Company has concluded a directors and officers liability insurance agreement stipulated
in Article 430-3, Paragraph 1 of the Companies Act with an insurance company. If this proposal
is approved as originally proposed and each candidate is appointed to the position of Director,
each candidate will be insured under this insurance agreement. The outline of the said insurance
agreement is shown in “4. Matters Regarding Company Officers, (3) Outline of the Directors
and Officers Liability Insurance Agreement” in the Business Report. The Company intends torenew the said insurance agreement with the same conditions at the next renewal.
7. The Company has designated Mr. Hidehisa Sawai and Mr. Noriyoshi Ueda as independent
officers as defined by the rules of the Tokyo Stock Exchange and has filed a notification assuch, and they will continue to serve as independent officers if their reelection is approved.
Also, if election of Ms. Michiko Nakamura is approved, the Company intends to designate her
as an independent officer as defined by the rules of the Tokyo Stock Exchange and file a
notification as such.
8. The number of shares of the Company held by each candidate for Director is based on theirownership status as of March 31, 2024.

- 15 -

Proposal 4:

Election of One (1) Audit & Supervisory Board Member

Mr. Masahiko Chiba, an Audit & Supervisory Board Member, will resign at the conclusion of thisAnnual General Meeting of Shareholders. Accordingly, the new election of one (1) Audit & Supervisory
Board Member is proposed.
Since this one (1) candidate is not elected as a substitute for the resigning Audit & Supervisory Board
Member, his term of office of Audit & Supervisory Board Member shall expire at the conclusion of theordinary general meeting of shareholders held with respect to the latest business year ending within four(4) years after his election to the position.
This proposal has been approved by the Audit & Supervisory Board.
The candidate for Audit & Supervisory Board Member is as follows:
Name(Date of birth)

Career summary, positions
and significant concurrent positions

Number ofshares of theCompany held

April 1984
October 2003
April 2013

Joined Irie Trading Corporation
Joined the Company
Assistant General Manager of Sales Department,
East Japan Business Unit
March 2014
Assistant General Manager of East Japan Sales
Department, Sales Division
Takahiro Kotani
October
2015
General Manager of Export Department, Sales
4,592(November 30, 1960)
Division
March 2020
Director, General Manager of Sales Department,[New appointment]
FUJI SHAFT CO., LTD.
April 2022
Representative Director and President, FUJI
SHAFT CO., LTD.
April 2024
Consultant to President, FUJI SHAFT CO., LTD.
May 2024
Counselor to President, the Company(current position)[Reason for nomination as candidate for Audit & Supervisory Board Member]
Mr. Takahiro Kotani is well versed in the Group’s business and operational processes and has
experience in serving as a director of an operating company. Determining that it will be appropriate to reflect
his insights and extensive experience in audits of the Company, the Company proposes his election as Audit& Supervisory Board Member.
Notes: 1. There are no special interests between the candidate for Audit & Supervisory Board Member
and the Company.
2. If election of Mr. Takahiro Kotani is approved and resolved, the Company intends to enter
into a limited liability agreement with him to ensure that he can fully perform his expectedroles. The outline of the details of the agreement is as follows:• If the Audit & Supervisory Board Member becomes liable for damages due to neglect of hisor her duties as stipulated in Article 423, Paragraph 1 of the Companies Act, he or she shallbe liable for damages within the minimum liability amount stipulated in Article 425,
Paragraph 1 of the same Act, provided that such Audit & Supervisory Board Member has
acted in good faith and without gross negligence in performance of the duty that caused theliability.
3. The Company has concluded a directors and officers liability insurance agreement stipulated
in Article 430-3, Paragraph 1 of the Companies Act with an insurance company. If this proposal
is approved as originally proposed and the candidate is appointed to the position of Audit &Supervisory Board Member, the candidate will be insured under this insurance agreement. The
outline of the said insurance agreement is shown in “4. Matters Regarding Company Officers,(3) Outline of the Directors and Officers Liability Insurance Agreement” in the Business Report.
The Company intends to renew the said insurance agreement with the same conditions at thenext renewal.
4. The number of shares of the Company held by the candidate for Audit & Supervisory Board
Member is based on their ownership status as of March 31, 2024.
- 16 -

Proposal 5:

Payment of Bonuses to Directors

In consideration of the business performance and other factors for the fiscal year under review, theCompany proposes the payment of bonuses totaling 21,000,000 yen to five (5) Directors (excluding
Outside Directors) in office as of the end of the fiscal year under review. The bonuses to Directors havebeen calculated according to the policy for deciding the amount in consideration of business performance(degree of budget achievement of consolidated ordinary profit) and other factors, and based on
approximately one-third of the base remuneration of each Director. The Company requests that theamounts to be paid to each Director be entrusted to the decision of the Board of Directors.
As stated in “4. Matters Regarding Company Officers (4) Remuneration, etc. for Directors and Audit& Supervisory Board Members during the Fiscal Year under Review” in the Business Report, theCompany has established a policy for determining the details of remuneration, etc. for individual
Directors. The contents of this proposal are consistent with this policy and thus the Company believes
that the contents are appropriate.
(Reference) Skills matrix of the Board of Directors after this Annual General Meeting of Shareholders

Independent /OutsideIf Proposal 3 and Proposal 4 are approved and resolved, the experience and expertise of members of
the Board of Directors will be as follows.

Yoshikazu
HarutaMasanobu
Tsuda
MamoruShinomiya
Kazuyuki
Mawatari
Yasuhiro
Matsuoka
Masao
Takayasu

Nomination
andCorporate
Compensation
Committee managementin general
MemberExperience and specialty
Sales andmarketing

Production
ResearchandandEngineering development

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Accounting
and financing

Legal affairs
andcompliance

ESG

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Globalbusiness

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Hidehisa Sawai★

Chair/Member

Noriyoshi Ueda★

MemberMichikoNakamura
Takahiro
Kotani★

MemberIchiro Uchida★

ObserverYasushi Eguchi★

Observer

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