Note: This document has been translated from a part of the Japanese original for reference purposes only. In
the event of any discrepancy between this translated document and the Japanese original, the original shallprevail. The Company assumes no responsibility for this translation or for direct, indirect or any other formsof damages arising from the translation.
(Securities Code 6814)
May 11, 2022
To Shareholders with Voting Rights:
Yukio Furuno
President and CEO
FURUNO ELECTRIC CO., LTD.
9-52 Ashihara-cho, Nishinomiya City,
Hyogo, JapanNOTICE OF
THE 71st ANNUAL SHAREHOLDERS’ MEETING
Dear Shareholders:
We would like to express our appreciation for your continued support and patronage.
We hereby announce that the 71st Annual Shareholders’ Meeting of FURUNO ELECTRIC CO., LTD.
(hereinafter the “Company”) will be held for the purposes as described below.
To prevent the spread of novel coronavirus infection, you are kindly asked to exercise your voting rights by
mail or via the Internet wherever possible. Please review the attached Reference Documents for the
Shareholders’ Meeting and exercise your voting rights by no later than 5:20 p.m. on Wednesday, May 25,
2022, Japan time.
1. Date and Time:Thursday, May 26, 2022 at 10:00 a.m. JST (Japan Standard Time)

2. Place:

5F, Plela Nishinomiya (PLELA HALL)
4-8 Takamatsu-cho, Nishinomiya City, Hyogo, Japan

3. Meeting Agenda:
Matters to be reported: 1. The Business Report, Consolidated Financial Statements for the Company’s
71st Fiscal Year (March 1, 2021 to February 28, 2022) and results of audits
by the Accounting Auditor and the Audit & Supervisory Board of theConsolidated Financial Statements
2. Non-consolidated Financial Statements for the Company’s 71st Fiscal Year
(March 1, 2021 to February 28, 2022)
Proposals to be resolved:
Proposal 1:
Distribution of Surplus
Proposal 2:
Partial Amendments to the Articles of Incorporation
Proposal 3:
Election of Six (6) Directors
Proposal 4:
Election of Three (3) Audit & Supervisory Board Members
Proposal 5:
Election of One (1) Substitute Audit & Supervisory Board Member-1-◎ When attending the meeting, please submit the enclosed Voting Rights Exercise Form at the reception
desk to confirm your identity. In addition, we ask that you kindly print out this Notice by yourselves, only
when it is considered necessary, to reduce paper consumption.
◎ The following items are posted on the Company’s website (https://www.furuno.co.jp), in accordance withthe provisions of laws and regulations as well as Article 15 of the Company’s Articles of Incorporation,
and are therefore not included in the documents accompanying this Notice.
1. “Status of the Accounting Auditor”, “Systems for Ensuring the Appropriateness of Business Activities”
and “Operational Status of Systems for Ensuring the Appropriateness of Business Activities” in theBusiness Report
2. “Consolidated Statement of Changes in Equity” and “Notes to Consolidated Financial Statements” in
the Consolidated Financial Statements
3. “Statement of Changes in Equity” and “Notes to Non-consolidated Financial Statements” in the
Non-consolidated Financial Statements
Accordingly, the documents accompanying this Notice comprise part of the documents audited by Audit& Supervisory Board Members and the Accounting Auditor when preparing their respective audit reports.
◎ Should the Reference Documents for the Shareholders’ Meeting, Business Report, Consolidated Financial
Statements, and Non-consolidated Financial Statements require revisions, the revised versions will be
posted on the Company’s website (https://www.furuno.co.jp).
◎ The results of this meeting will be posted on the Company’s website (https://www.furuno.co.jp), in placeof sending a Notice of Shareholders’ Meeting Resolutions.

-2-

Proposals and References
Proposal 1:

Distribution of Surplus

The Company considers its dividend policy one of its most important management policies. The
Company’s basic policy when making decisions about the distribution of profits is to comprehensively take
into consideration the Company’s financial position, level of profitability, dividend payout ratio, and otherfactors while keeping in mind continuous and stable dividend. In addition, the Company intends to utilize
internal reserves for far-sighted investment and further strengthening of the Company’s corporate structure.
The Company proposes a year-end dividend for the fiscal year under review as follows, in order toreward shareholders for their support while taking into consideration the management environment
surrounding the Company and business performance in the fiscal year under review.
The Company previously paid out 20 yen per share as an interim dividend and the aggregate amount ofannual dividends will therefore amount to 40 yen per share.
Items Related to the Year-end Dividend(1) Type of dividend property
Cash(2) Items related to the allocation of dividend property to shareholders and its total amount
20 yen per common share of the Company, for a total of 630,832,860 yen(3) Date on which the distribution of surplus comes into effectMay 27, 2022

Proposal 2:

Partial Amendments to the Articles of Incorporation

1. Reasons for the Proposal
Since a system for providing informational materials for the general meeting of shareholders in electronic
format will be introduced, in conjunction with the revised provisions provided for in a proviso to Article 1 of
the Supplementary Provisions of the Act Partially Amending the Companies Act (Act No. 70 of 2019) that are
to be enforced on September 1, 2022, the Company proposes to make the following changes to its Articles ofIncorporation.
(1) Article 15, paragraph 1 in “Proposed amendments” below will stipulate that the Company shall takemeasures for providing information that constitutes the content of reference documents for the general
meeting of shareholders, etc. in electronic format.
(2) Article 15, paragraph 2 in “Proposed amendments” below will establish the provision to limit the scope of
the paper-based documents to be delivered to shareholders who requested the delivery of paper-based
documents.
(3) Since the provisions for Internet Disclosure of Reference Documents for the General Meeting of
Shareholders, Etc. (Article 15 of the current Articles of Incorporation) will no longer be required, they will
be deleted.
(4) Accompanying the aforementioned new establishment and deletion, supplementary provisions regarding
the effective date, etc. will be established.

-3-

2. Details of the Amendments
The details of the amendments are as follows.
(Underlined parts are to be amended.)
Current Articles of Incorporation Proposed Amendments

Proposed amendments

Chapter 3 General Meeting of Shareholders

Chapter 3 General Meeting of Shareholders

Article15(Internet Disclosure of Reference Documents for Shareholders’Meeting)
Upon convening a Shareholders’ Meeting, the Company is entitled todisclose reference documents for the Shareholders’ Meeting, business
reports, non-consolidated financial statements, and consolidated financial
statements through the Internet in accordance with the Ministry of JusticeOrdinance.

(Deleted)(Newly established)

Article 15 (Measures for Providing Information in Electronic
Format)1. When the Company convenes a general meeting ofshareholders,it shall take measures for providing informationthat constitutes the content of reference documents for thegeneral meeting of shareholders, etc. in electronic format.
2. Among items for which the measures for providing
information in electronic format will be taken, the Company
may exclude all or some of those items designated by the
Ministry of Justice Order from statements in the paper-based
documents to be delivered to shareholders who requested thedelivery of paperbased documents by the record date ofvoting right(Newly established)(Supplementary Provisions)1.
The deletion of Article 15 (Internet Disclosure of Reference
Documents for the General Meeting of Shareholders, Etc.)of the current Articles of Incorporation and theestablishment of Article 15 (Measures for Providing
Information in Electronic Format) of the amended Articles
of Incorporation shall be effective from September 1, 2022,
which is the date of enforcement of the revised provisions
provided for in the proviso to Article 1 of the Supplementary
Provisions of the Act Partially Amending the Companies Act(Act No. 70 of 2019) (hereinafter referred to as the “Date of
Enforcement”).

-4-

2.

Notwithstanding the provision of the preceding paragraph,
Article 15 of the current Articles of Incorporation shallremain effective regarding any general meeting ofshareholders held on a date within six months from the Dateof Enforcement.

3.

These Supplementary Provisions shall be deleted on the datewhen six months have elapsed from the Date of Enforcement
or three months have elapsed from the general meeting ofshareholders in the preceding paragraph, whichever is later.

Proposal 3:

Election of Six (6) Directors

The terms of office of all six (6) Directors will expire at the conclusion of this Shareholders’ Meeting.
Accordingly, the election of six (6) Directors is proposed.
The candidates for Director are as follows:
No.

Name

1

Yukio Furuno

2

Muneyuki Koike

3

Shinji Ishihara

4

Hidenori Yamamiya

Position
President and CEO
Executive Vice President,
Executive Officer and CMO
Director,
Managing Executive Officer and CTO
Director,
Managing Executive Officer and CFO

Attendance at meetingsof the Board of Directors
100%(12 out of 12 meetings)
100%(12 out of 12 meetings)
100%(12 out of 12 meetings)
100%(12 out of 12 meetings)

5

Hideo Higuchi

Director100%(12 out of 12 meetings)

6

Shingo Kagawa

Director100%(12 out of 12 meetings)

Candidate
attributes
Reappointment
Reappointment
Reappointment
Reappointment
Reappointment
External
Independent
Reappointment
External
Independent(Notes) 1. CEO, CMO, CTO, and CFO stand for Chief Executive Officer, Chief Marketing Officer, Chief Technology Officer,
and Chief Financial Officer, respectively.

-5-

No.

Name
(Date of birth)

Yukio Furuno(February 2, 1948)
1

Past experience, positions, responsibilities,
and significant concurrent positions
March 1987
Deputy General Manager, Administration Division, the Company
May 1987
Director and Deputy General Manager, Administration Division
March 1990
Director and General Manager, Administration Division
May 1990
Managing Director and General Manager, Administration Division
March 1997
Managing Director and Divisional General Manager, SI Division
May 1999
Senior Managing Director and General Manager, TOKYO Regional Head
OfficeMarch 2007
President
March 2021
President and CEO (present)[Responsibilities at the Company]
General Manager, Security Assurance & Export Control Committee and Chief AEO(Authorized Economic Operator) Control Officer

Reappointment[Number of shares of theCompany held]
310,880[Term of office as Director]
35 years (at the conclusionof this Shareholder’sMeeting)[Attendance at meetings ofthe Board of Directors]
12 out of 12 meetings[Reason for nomination as candidate for Director]
Mr. Yukio Furuno has driven the management of the Group with leadership based on his
abundant experience and achievements as a manager, and contributed to the further
development of the Group. We propose his election as Director with an expectation that hewill continue contributing to the Company’s management.

March 2002

Muneyuki Koike(March 7, 1957)
2

Reappointment[Number of shares of theCompany held]
53,030[Term of office as Director]
17 years (at the conclusionof this Shareholder’sMeeting)[Attendance at meetings ofthe Board of Directors]
12 out of 12 meetings

General Manager, International Marketing Department, Marine
Electronic Products Division, the Company
May 2005
Director and General Manager, International Marketing Department,
Marine Electronic Products Division
March 2009
Director and Divisional Vice General Manager, Marine Electronic
Products Division
May 2009
Managing Director and Divisional Vice General Manager, Marine
Electronic Products Division
March 2012Managing Director and Divisional General Manager, Marine Electronic
Products Division
May 2016
Senior Managing Director and Divisional General Manager, Marine
Electronic Products Division
March 2021
Executive Vice President, Executive Officer and CMO (present)[Responsibilities at the Company]
Head of Potential Growth Business[Reason for nomination as candidate for Director]
Mr. Muneyuki Koike has abundant experience as a manager as well as knowledge of all
aspects of operations concerning sales and marketing, and has contributed to theenhancement of the Company’s corporate value as Director of the Company. We propose hiselection as Director with an expectation that he will continue contributing to the Company’s
management.

-6-

No.

Name
(Date of birth)

Shinji Ishihara(January 30, 1961)
3

Reappointment[Number of shares of theCompany held]
34,600[Term of office as Director]
15 years (at the conclusionof this Shareholder’sMeeting)[Attendance at meetings ofthe Board of Directors]
12 out of 12 meetings

Hidenori Yamamiya(October 29, 1963)
4

Reappointment[Number of shares of theCompany held]
10,440[Term of office as Director]
4 years (at the conclusion ofthis Shareholder’s Meeting)[Attendance at meetings ofthe Board of Directors]
12 out of 12 meetings

Past experience, positions, responsibilities,
and significant concurrent positions
February 2006 General Manager, Research & Development Department, Marine
Electronic Products Division, the Company
May 2007
Director and General Manager, Research & Development Department,
Marine Electronic Products Division
May 2016
Managing Director and General Manager, Research & Development
Department, Marine Electronic Products Division
March 2018
Managing Director and Integration Chief Manager, Product Designing,
Development & Value-engineering Head office, Marine Electronic
Products Division
March 2021
Director, Managing Executive Officer and CTO; Energy Management
Control Officer (present)[Responsibilities at the Company]
Head of Research & Development, Production and Quality, Environment, Quality
Commanding & Supervisory Office, and R&D Planning & Management Center, Intellectual
Property Department[Reason for nomination as candidate for Director]
Mr. Shinji Ishihara has abundant experience as a manager as well as knowledge of all
aspects of operations concerning development and technology, and has contributed to theenhancement of the Company’s corporate value as Director of the Company. We propose
his election as Director with an expectation that he will continue contributing to theCompany’s management.

February 2011 Branch Manager, Dojima Branch, Mizuho Bank, Ltd.
September 2015 General Manager, Administration Department, Avionics and Defense
Electronics Division, the Company
March 2018
General Manager Responsible for Management Planning & Intelligence
Department
May 2018
Director; General Manager, Management Planning & Intelligence
Department and Energy Management Control Officer
March 2021
Director, Managing Executive Officer and CFO; General Manager,
Management Planning & Intelligence Department (present)[Responsibilities at the Company]
Head of Management Planning & Intelligence Department, Information Technology
Department, Legal Office, Accounting & Financing Department, and Procurement &Logistics[Reason for nomination as candidate for Director]
Mr. Hidenori Yamamiya has expertise as someone who previously served at a financial
institution as well as knowledge of all aspects of operations, mainly in management
planning and other administrative departments, and has contributed to the enhancement of
the Company’s corporate value as Director of the Company. We propose his election as
Director with an expectation that he will continue contributing to the Company’s
management.

-7-

No.

Name
(Date of birth)

Hideo Higuchi(March 5, 1950)
Reappointment
5
External
Independent[Number of shares of theCompany held]—[Term of office as External
Director]
6 years (at the conclusion ofthis Shareholder’s Meeting)[Attendance at meetings ofthe Board of Directors]
12 out of 12 meetings

Past experience, positions, responsibilities,
and significant concurrent positions
June 2004
Executive Officer and Senior General Manager, Operational Reform
HQ, OMRON Corporation
June 2007
Managing Executive Officer and Senior General Manager, Business
Process Innovation HQ
December 2008 Managing Executive Officer; Senior General Manager, Business
Process Innovation HQ and Senior General Manager, Corporate
Strategic Planning HQMarch 2009Managing Executive Officer and Senior General Manager, Corporate
Strategic Planning HQ
November 2011 Outside Director, SOLOEL Co., Ltd.
March 2012
Director
June 2012
Outside Audit & Supervisory Board Member, Toyo BusinessEngineering Corporation (currently Business Engineering Corporation)
May 2016
External Director, the Company (present)
June 2016
Outside Director, Toyo Business Engineering Corporation (currently
Business Engineering Corporation) (present)[Significant concurrent positions]
Outside Director, Business Engineering Corporation[Reason for nomination as candidate for External Director and outline of expected role]
Mr. Hideo Higuchi has provided appropriate advice and views, mainly from a manager’s
viewpoint based on his abundant experience as a corporate manager in the manufacturingindustry and an external officer as well as his advanced knowledge. We judge that he willcontribute to strengthening the supervisory function of the Board of Directors of theCompany. In addition, we expect that he will play appropriate roles as a member of theNomination and Compensation Advisory Committee, a voluntary committee, including
supervising through involvement in nomination of the management personnel anddetermination on the management compensation. Therefore, we propose his election asExternal Director.

-8-

No.

Name
(Date of birth)

Shingo Kagawa(March 8, 1958)
Reappointment
6

External
Independent[Number of shares of theCompany held]—[Term of office as External
Director]
2 year (at the conclusion ofthis Shareholder’s Meeting)[Attendance at meetings ofthe Board of Directors]
12 out of 12 meetings

Past experience, positions, responsibilities,
and significant concurrent positions
April 2012
Corporate Executive Officer; Group President, Network Service
Business Unit; Head of Image Internet Service Business Division,
FUJITSU LIMITED
June 2012
Corporate Executive Officer; Group President, Outsourcing Business
Unit; Head of Image Internet Service Business Division
April 2015
Corporate Executive Officer; Vice President, Integration Services
Business; Group President, Network Service Business Unit
April 2016
Corporate Executive Officer; Chief Technology Officer; Head of
Digital Services Business
April 2018
President and Representative Director, FUJITSU RESEARCHINSTITUTE
April 2020
Special Adviser, APAMAN Co., Ltd.
May 2020
External Director, the Company (present)
October 2020
President and Representative Director, DigiIT Corporation (currently
SS Technologies Corporation)
October 2021
Chairman of the Board, SS Technologies Corporation (present)[Significant concurrent positions]
Chairman of the Board, SS Technologies Corporation[Reason for nomination as candidate for External Director and outline of expected role]
Mr. Shingo Kagawa has provided appropriate advice and views, mainly from a manager’s
viewpoint based on his abundant experience and advanced knowledge as a corporate
manager of an ICT (information and communication technology) company. We judge that
he will contribute to strengthening the supervisory function of the Board of Directors of theCompany. In addition, we expect that he will play appropriate roles as a member of theNomination and Compensation Advisory Committee, a voluntary committee, including
supervising through involvement in nomination of the management personnel anddetermination on the management compensation. Therefore, we propose his election asExternal Director.

(Notes) 1. There are no special conflict of interest between each candidate and the Company.
2. Mr. Hideo Higuchi and Mr. Shingo Kagawa are candidates for External Director. Furthermore, the Company has
designated Mr. Hideo Higuchi and Mr. Shingo Kagawa as Independent Directors as defined by the Tokyo Stock
Exchange, and if the candidates are reelected, the Company intends for them to continue acting as Independent
Director.
3. The Company has entered into a liability limitation agreement with Mr. Hideo Higuchi and Mr. Shingo Kagawa,
who are candidates for External Director, respectively, and the maximum amount of liability based on theagreement is the minimum amount of liability provided for in Article 425, Paragraph 1 of the Companies Act. If
the candidates are elected, the Company intends to continue the agreements.
4. The Company has entered into a Directors and Officers Liability Insurance (D&O Insurance) contract naming all
Directors as the insured to enable them to fully demonstrate their expected roles in the execution of their duties, aswell as to attract competent personnel. If this proposal is approved as originally proposed and each candidate isappointed Audit & Supervisory Board Member, they will be the insured under the said insurance contract. The said
insurance contract covers damages that may be incurred as a result of the responsibilities assumed by the officers,etc., the insured, in the execution of their duties, or any liability of claims made against them in connection withthose responsibilities.
However, there are certain exemptions such as in the case where the damages are caused by an action taken withthe knowledge that it is a violation of laws and regulations, which are not covered by the insurance. (The Company
fully pays the insurance premium, including that of riders, and the insured do not bear the actual cost of thepremium.) The Company plans to renew the insurance policy with the same content at its maturity.

-9-

Proposal 4:

Election of Three (3) Audit & Supervisory Board Members

The terms of office of three (3) Audit & Supervisory Board Members will expire at the conclusion of thisShareholders’ Meeting. Accordingly, the election of three (3) Audit & Supervisory Board Members is
proposed.
The term of office of Audit & Supervisory Board Members appointed at this Shareholders’ Meeting will
be up to the conclusion of the Annual Shareholder’s Meeting scheduled to be held in May 2026.
The consent of the Audit & Supervisory Board has been obtained in regard to this Proposal.
The candidates for Audit & Supervisory Board Member are as follows:
No.

Name
(Date of birth)

Past experience, positions, and significant concurrent positions
March 2003

Yutaka Wada
(May 4, 1959)
Reappointment
1[Number of shares of theCompany held]
26,800[Term of office as Audit &Supervisory Board Member]
4 years (at the conclusion ofthis Shareholder’s Meeting)[Attendance at meetings ofthe Board of Directors]
12 out of 12 meetings[Attendance at meetings of
the Audit & Supervisory
Board]
14 out of 14 meetings

General Manager, Merchant Marine Marketing Department, Marine
Electronic Products Division, the Company
May 2007
Director and General Manager, Merchant Marine Marketing Department,
Marine Electronic Products Division
March 2015
Director and Divisional Vice General Manager, Marine Electronic
Products Division
September 2015 Director, Divisional Vice General Manager, Marine Electronic Products
Division; General Manager, TOKYO Regional Head Office
May 2016
Managing Director, General Manager, TOKYO Regional Head Office;Secretary to General Manager, Marine Electronic Products Division
May 2018
Audit & Supervisory Board Member (present)[Reason for nomination as candidate for Audit & Supervisory Board Member]
Mr. Yutaka Wada has abundant experience as a manager as well as knowledge of all aspects
of operations concerning the marine products business. We propose his election as Audit &Supervisory Board Member of the Company in the hope that his recommendations andopinions expressed as Audit Supervisory Board Member based on his knowledge willcontinue to contribute to the strengthening of the audit system of the Company and he willcontinue to fulfill his duties as such.

- 10 -

No.

Name(Date of birth)

Past experience, positions, and significant concurrent positions
April 1995
April 2007
May 2014

Admitted to the bar (Osaka Bar Association) (present)
Lecturer, Doshisha Law School

June 2015

Outside Audit & Supervisory Board Member, SUZUKEN CO., LTD.
External Director, CAPCOM CO., LTD. (present)

June 2016

External Audit & Supervisory Board Member, the Company (present)[Significant concurrent positions]
Toru Muranaka(June 3, 1965)

Partner Attorney, Daiichi Legal Professional Corporation; External Director, CAPCOM CO.,LTD.

Reappointment
External
2

Independent[Number of shares of theCompany held]—[Term of office as Audit &Supervisory Board Member]
8 years (at the conclusion ofthis Shareholder’s Meeting)[Attendance at meetings ofthe Board of Directors]
12 out of 12 meetings[Attendance at meetings of
the Audit & Supervisory
Board]
14 out of 14 meetings[Reason for nomination as candidate for External Audit & Supervisory Board Member]
Mr. Toru Muranaka will have served as External Audit & Supervisory Board Member of theCompany for eight (8) years at the conclusion of this Shareholder’s Meeting. While he has notbeen involved in corporate management other than through serving as an external director andan external audit & supervisory board member, he has provided appropriate opinions andsuggestions based on advanced insight as an attorney-at-law and legal expert. Therefore, we
propose his election as External Audit & Supervisory Board Member of the Company in thehope that he will continue to fulfill his duties as such.

- 11 -

No.

Name(Date of birth)

Past experience, positions, and significant concurrent positions
April 1996
July 2013
March 2014

Shogo Yamada(January 25, 1966)
New
appointment

3

Registered as a certified public accountant (present)
President, Shogo Yamada Certified Public Accountant Office (present)
Outside Audit & Supervisory Board Member, TOYO TANSO CO., LTD.

March 2015
Outside Director
June 2015
External Director, Contec Co., Ltd.
January 2020
Director and COO, TOMOE VALVE INDUSTRY PTE LTD
January 2022
Director (present)[Significant concurrent positions]
President, Shogo Yamada Certified Public Accountant Office; Director, TOMOE VALVE
INDUSTRY PTE LTD

External
Independent[Number of shares of theCompany held]—[Term of office as Audit &Supervisory Board Member]—[Attendance at meetings ofthe Board of Directors]—[Attendance at meetings of
the Audit & Supervisory
Board]—[Reason for nomination as candidate for External Audit & Supervisory Board Member]
Mr. Shogo Yamada has abundant experience as a manager in addition to expertise as acertified public accountant, and is deemed to be capable of fully performing his role as Audit& Supervisory Board Member. Therefore, we propose his election as External Audit &Supervisory Board Member.

(Notes) 1. There are no special interests between any of the candidates and the Company.
2. Mr. Toru Muranaka and Mr. Shogo Yamada are candidates for External Audit & Supervisory Board Member.
Furthermore, the Company has designated Mr. Toru Muranaka as an Independent Auditor as defined by the Tokyo
Stock Exchange, and if he is reelected, the Company intends for him to continue acting as Independent Auditor.
Furthermore, if Mr. Shogo Yamada is elected External Audit & Supervisory Board Member, the Company also
intends to designate him as an Independent Auditor as defined by the Tokyo Stock Exchange.
3. SUZUKEN CO., LTD. (“SUZUKEN”) in which Mr. Toru Muranaka concurrently served as an Outside Audit &Supervisory Board Member until June 25, 2021, was prosecuted for violations of the Antimonopoly Act inDecember 2020 regarding a bid for the Japan Community Health care Organization (JCHO). SUZUKEN was
found guilty and ordered to pay a fine of 250 million yen in June 2021. In addition, SUZUKEN received a 86.34
million yen surcharge payment order and a cease and desist order from the Japan Fair Trade Commission on March
30, 2022. Mr. Toru Muranaka had been serving at SUZUKEN as an Outside Audit & Supervisory Board Member
since before the incident, but was unaware of the facts related to the incident prior to its occurrence. He had
regularly made suggestions from the perspective of legal compliance, and after the facts of the incident came tolight, he cooperated with the investigation, monitored the initiatives of the executive department including
investigating the cause and formulating recurrence prevention measures, and expressed his opinions as appropriate
at meetings of the Board of Directors and the Audit & Supervisory Board, thereby fulfilling his responsibilities
through SUZUKEN's Board of Directors until his retirement on June 25, 2021.
4. The Company has entered into a liability limitation agreement with Mr. Yutaka Wada who is a candidate for Audit& Supervisory Board Member and Mr. Toru Muranaka who is a candidate for External Audit & Supervisory Board
Member, respectively, and the maximum amount of liability based on the agreement is the minimum amount ofliability provided for in Article 425, Paragraph 1 of the Companies Act. If the candidates are elected, the Company
intends to continue the agreements. If Mr. Shogo Yamada, a candidate for External Audit & Supervisory Board
Member, is elected as an External Audit & Supervisory Board Member, the Company intends to enter into a new
agreement with him with the same content.
5. The Company has entered into a Directors and Officers Liability Insurance (D&O Insurance) contract naming all
Audit & Supervisory Board Members as the insured to enable them to fully demonstrate their expected roles in the- 12 -

execution of their duties, as well as to attract competent personnel. If this proposal is approved as originallyproposed and each candidate is appointed Audit & Supervisory Board Member, they will be the insured under thesaid insurance contract. The said insurance contract covers damages that may be incurred as a result of the
responsibilities assumed by the officers, etc., the insured, in the execution of their duties, or any liability of claims
made against them in connection with those responsibilities.
However, there are certain exemptions such as in the case where the damages are caused by an action taken withthe knowledge that it is a violation of laws and regulations, which are not covered by the insurance. (The Company
fully pays the insurance premium, including that of riders, and the insured do not bear the actual cost of thepremium.) The Company plans to renew the insurance policy with the same content at its maturity.

- 13 -

(Reference)(Note)

Skill Matrix of Directors, Audit & Supervisory Board Members and Senior Executive
Officers◎…Primary skills/Experience, 〇 Supplementary skills/Experience (Up to three in total overall)
Legal /
Corporate
R&D/
Sales /
Finance /RiskmanageProduction
MarketingAccounting management
technology
ment

Position

Name

President and CEO

Yukio
Furuno◎Muneyuki
Koike〇

Executive Vice
President,
Executive Officer
and CMO
Director,
Managing
Executive Officer
and CTO
Director,
Managing
Executive Officer
and CFO

〇

HR /
Human
rightsIT /Digitaltransformation
(DX)

〇

〇

◎

ShinjiIshihara〇◎

Hidenori
Yamamiya〇

External Director

Hideo
Higuchi◎〇〇

External Director

ShingoKagawa◎〇〇Senior Executive
Officer

Kazuma
Waimatsu

Senior Executive
Officer

Satoshi Ohya

Position
Audit &
Supervisory Board
MemberExternal Audit &Supervisory Board
MemberExternal Audit &Supervisory Board
MemberName
Yutaka
Wada

◎

◎
〇

Legal /
Corporate
Sales /
Finance /RiskmanageMarketing Accounting management
ment

Toru
Muranaka
Shogo
YamadaGlobalexperience
〇

◎
◎

〇

◎

- 14 -〇〇〇〇

Globalexperience

〇

◎

〇

Proposal 5:

Election of One (1) Substitute Audit & Supervisory Board Member

In order to prepare for cases where there is a shortfall in the number of Audit & Supervisory Board
Members prescribed by laws and regulations, the election of one (1) Substitute Audit & Supervisory Board
Member is proposed.
Furthermore, the effectiveness of the election of this candidate may be canceled by a resolution of theBoard of Directors, with the consent of the Audit & Supervisory Board, provided it is before his
appointment.
The consent of the Audit & Supervisory Board has been obtained in regard to this Proposal.
The candidate for Substitute Audit & Supervisory Board Member is as follows:
Name(Date of birth)

Toshifumi Kurahashi(February 18, 1954)

Past experience, positions,and significant concurrent positions
September 1980 Registered as certified public accountant
September 1996 Employee, Asahi Audit Corp. (currently KPMG AZSA LLC)
August 2008
Representative Partner, Ernst & Young Shinnihon Tax
July 2010
Representative, Kurahashi General Accounting Office (present)
September 2010 Representative Director, The Strategic M&A Institute Co., Ltd. (present)
February 2013
Audit & Supervisory Board Member, Hayashi Pure Chemical Ind., Ltd.
February 2022
Audit & Supervisory Board Member, Waqoo Project Co., Ltd. (present)[Significant concurrent positions]Representative, Kurahashi General Accounting Office; Representative Director, The Strategic M&A
Institute Co., Ltd.; Audit & Supervisory Board Member, Waqoo Project Co., Ltd.

External
Independent[Number of shares of theCompany held]—[Reason for nomination as candidate for Substitute External Audit & Supervisory Board Member]
Mr. Toshifumi Kurahashi has advanced knowledge as a certified public accountant. Therefore, we
propose his election as Substitute External Audit & Supervisory Board Member based on the
judgment that he will sufficiently fulfill his role as Audit & Supervisory Board Member.

(Notes) 1. There are no special conflict of interest between the candidate and the Company.
2. Mr. Toshifumi Kurahashi is a candidate for Substitute External Audit & Supervisory Board Member. Furthermore,
if Mr. Toshifumi Kurahashi is appointed External Audit & Supervisory Board Member, the Company intends todesignate him as an Independent Auditor as defined by the Tokyo Stock Exchange.
3. If Mr. Toshifumi Kurahashi, who is a candidate for Substitute External Audit & Supervisory Board Member, isappointed External Audit & Supervisory Board Member, the Company intends to enter into a liability limitationagreement with him to limit his liability to the minimum amount provided for in Article 425, Paragraph 1 of theCompanies Act.
4. The Company has entered into a Directors and Officers Liability Insurance (D&O Insurance) contract naming all
Audit & Supervisory Board Members as the insured to enable them to fully demonstrate their expected roles in theexecution of their duties, as well as to attract competent personnel. The said insurance contract covers damages
that may be incurred as a result of the responsibilities assumed by the officers, etc., the insured, in the execution of
their duties, or any liability claims made against them in connection with those responsibilities.
However, there are certain exemptions such as in the case where the damages are caused by an action taken withthe knowledge that it is a violation of laws and regulations and are not covered by the insurance. (The Company
fully pays the insurance premium, including that of riders, and the insured do not bear the actual cost of thepremium.) If Mr. Toshifumi Kurahashi is elected and he assumes the office of External Audit & Supervisory Board
Member during his term of office due to a shortfall in the number of Audit & Supervisory Board Membersprescribed by laws and regulations, he will be included in the insured under the said insurance contract.

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