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

(Stock Code 6513)
June 10, 2022
To Shareholders with Voting Rights:
Kazuhiro Seo
President
Origin Company, Limited
3-3-27 Sakawa, Sakura-ku, Saitama-shi,
Saitama

NOTICE OF
THE 121st ANNUAL GENERAL MEETING OF SHAREHOLDERS
Dear Shareholders:
We would like to express our appreciation for your continued support and patronage.
Please be informed that the 121st Annual General Meeting of Shareholders of Origin Company, Limited(the “Company”) will be held for the purposes as described below.
From the perspective of preventing the further spread of novel coronavirus disease (COVID-19)
infection, you are kindly requested to exercise your voting rights in advance in writing or by theInternet, etc., wherever possible. If you are planning to attend the meeting, please pay attention to yourphysical conditions until the day of the meeting and to make careful decisions.
Please review the attached Reference Documents for the General Meeting of Shareholders, andexercise your voting rights no later than 5:00 p.m. on Tuesday, June 28, 2022, Japan time.
1. Date and Time:

Wednesday, June 29, 2022 at 10:00 a.m. Japan time

2. Place:

4F, TOIRO, Saitama Super Arena located at
8 Shintoshin, Chuo-ku, Saitama-shi, Saitama, Japan

3. Meeting Agenda:
Matters to be reported: 1. The Business Report, Consolidated Financial Statements for the Company’s
121st Fiscal Year (April 1, 2021 - March 31, 2022) and results of audits by
the Accounting Auditor and Audit and Supervisory Committee of theConsolidated Financial Statements
2. Non-consolidated Financial Statements for the Company’s 121st Fiscal Year
(April 1, 2021 - March 31, 2022)
Proposals to be resolved:
Appropriation of Surplus
Proposal 1:
Partial Amendments to the Articles of Incorporation
Proposal 2:
Election of 5 Directors (excluding Directors who are Audit and Supervisory
Proposal 3:
Committee Members)
Election of 3 Directors who are Audit and Supervisory Committee Members
Proposal 4:
Election of 1 Substitute Director who is Audit and Supervisory Committee
Proposal 5:
Member.

-1-

 When attending the meeting, please submit the enclosed Voting Rights Exercise Form at the receptiondesk.
 Among the documents that should be provided with this Notice, the Notes to Consolidated Financial
Statements and Notes to Non-consolidated Financial Statements are posted on the Company’s website(https://www.origin.co.jp/) in accordance with provisions of laws and regulations as well as Article 16of the Company’s Articles of Incorporation and therefore are not attached to this Notice.
 Should the Reference Documents for the General Meeting of Shareholders, Business Report,
Non-consolidated Financial Statements and Consolidated Financial Statements require revisions, therevised versions will be posted on the Company’s website (https://www.origin.co.jp/).
<Requests to shareholders> Our response mentioned above is subject to change depending on the status of the infection spread until
the day of the meeting, government announcements, etc. Please confirm the latest information postedon the Company’s website (https://www.origin.co.jp/).
 Exercising your voting rights by Voting Rights Exercise Form is subject to the risk of infection during
the process of returning and counting. Therefore, if you exercise your voting rights in advance, it isrecommended that you exercise via the Internet, etc. wherever possible.
 Alcohol sanitizers will be available for shareholders near the reception desk at the venue. (Shareholders
coming to the venue are kindly requested to bring face masks to wear.) We will measure your body temperature near the reception desk of the venue. Those who have a feveror are considered unwell may not be granted entry to the venue and may be requested to leave thesite.
 The meeting staff will attend to their duties wearing face masks after going through a health check,including temperature measurement.
 At the general meeting, detailed explanation of the matters to be reported (including audit reports) andthe agenda items will be omitted from the perspective of shortening the meeting time to prevent the
spread of COVID-19 infection. Shareholders are requested to read through this convocation notice inadvance.

-2-Reference Documents for the General Meeting of Shareholders
Proposals and References
Proposal 1:

Appropriation of Surplus

The Company views returns to shareholders as an important managerial issue, with its basic policy of
paying stable and continuous dividends in accordance with performance, while striving for the stable growthof internal reserves and funds for the allocation of profit per share.
Comprehensively considering the above basic policy as well as returns according to the steady businessresults in the fiscal year ended March 31, 2022, the Company will increase the dividend. Accordingly, anordinary dividend of 45 yen per share is proposed for the year-end dividend.
1. Type of dividend property
Cash
2. Matters regarding allotment of dividend property to shareholders and total amount thereof
Amount per common share of the Company:
45 yenTotal amount:281,702,160 yen
3. Effective date of dividends of surplus
June 30, 2022
Proposal 2:

Partial Amendments to the Articles of Incorporation(1) Reasons for amendments
The amended provisions stipulated in the proviso of Article 1 of the supplementary provisions of the “ActPartially Amending the Companies Act” (Act No. 70 of 2019) will be enforced on September 1, 2022.
Accordingly, in order to prepare for the introduction of the system for electronic provision of materials forgeneral meetings of shareholders, the Articles of Incorporation of the Company shall be amended as follows.
(1) The proposed Article 16, Paragraph 1 provides that information contained in the reference documents forthe general meeting of shareholders, etc. shall be provided electronically.
(2) The purpose of the proposed Article 16, Paragraph 2 is to establish a provision to limit the scope ofmatters to be included in the paper copy to be sent to shareholders who have requested it.
(3) The provisions related to the internet disclosure and deemed provision of the reference documents for thegeneral meeting of shareholders, etc. (Article 16 of the current Articles of Incorporation) will become
unnecessary and will therefore be deleted.
(4) In line with the above establishment and deletion of the provisions, supplementary provisions related tothe effective date, etc. shall be established.

-3-

(2) Details of amendments
The details of the amendments are as follows.
(Amended parts are underlined.)

Current Articles of Incorporation
Article 16 (Internet Disclosure and Deemed
Provision of Reference Documents for the
General Meeting of Shareholders, Etc.)

Proposed Amendments<Deleted>

The Company may, when convening a general
meeting of shareholders, deem that it has
provided information to shareholders
pertaining to matters to be described orindicated in the reference documents for thegeneral meeting of shareholders, business
report, non-consolidated financial
statements, and consolidated financial
statements, by disclosing such information
through the internet in accordance with theprovisions provided in the Ordinance of the
Ministry of Justice.
<Newly established>

Article 16 (Measures for Electronic
Provision, Etc.)
The Company shall, when convening a general
meeting of shareholders, provide
information contained in the referencematerials for the general meeting ofshareholders, etc. electronically.
2. Among the matters to be provided
electronically, the Company may choose
not to include all or part of the matters
stipulated in the Ordinance of the Ministryof Justice in the paper copy to be sent toshareholders who have requested it by therecord date for voting rights.

<Newly established>

Supplementary provisions
Article 1
The deletion of Article 16 (Internet Disclosure
and Deemed Provision of Reference
Documents for the General Meeting of
Shareholders, Etc.) of the current Articles ofIncorporation and the proposed Article 16(Measures for Electronic Provision, Etc.)
shall come into effect on the date ofenforcement of the amended provisions
stipulated in the proviso of Article 1 of the
supplementary provisions of the Act
Partially Amending the Companies Act (ActNo. 70 of 2019) (the “Effective Date”).

-4-Article 2
Notwithstanding the provisions of thepreceding article, Article 16 of the current
Articles of Incorporation shall remain inforce with respect to a general meeting ofshareholders to be held on a date within six
months from the Effective Date.
Article 3
These supplementary provisions shall bedeleted after the lapse of six months fromthe Effective Date or the lapse of threemonths from the date of the general
meeting of shareholders set forth in thepreceding article, whichever is later.

-5-

Proposal 3:

Election of 5 Directors (excluding Directors who are Audit and Supervisory Committee
Members)

The terms of office of all 5 Directors (excluding Directors who are Audit and Supervisory Committee
Members; the same applies hereinafter in this proposal) will expire at the conclusion of this year’s Annual
General Meeting of Shareholders. Accordingly, the election of 5 Directors is proposed.
The candidates for Director have been determined at a meeting of the Board of Directors following a
recommendation by the Nomination and Remuneration Committee. Based on the status of duty execution
and performance of each candidate in the current fiscal year, the Audit and Supervisory Committee has
expressed the opinion that all candidates are suitable for Directors of the Company.
The candidates are as follows:
No.
1
2
3
4

Name
Kazuhiro Seo
Hideki Inaba
Yoshio Sato
Yoshihiko Naito

5

Tatsuko Koike[Reappointment][Reappointment][Reappointment][New appointment][Reappointment][Outside][Independent]

Current positions at the Company
President
Director and Senior Executive Officer
Director and Senior Executive Officer
Senior Executive Officer
Director (Outside)

-6-

No.

Name
(Date of birth)

Past experience, positions and responsibilities in the Company,
and significant concurrent positions
April 1978
May 2002
June 2003
April 2006
July 2007

1

2

3

Number ofshares of theCompany held

Joined the Company
Head of Technology Department, Equipment Division
Supervisor, Electronics Division
Head of General Affairs Department, Administration Division
Kazuhiro Seo
Deputy General Manager and Head of General Affairs
Department, Administration Division
March 28, 1955
June 2008
Director(67 years old)
23,800April 2009
General Manager, Electronics Division
May 2010
General Manager, Electronics Division; Head of Eco-Eco[Reappointment]
Promotion Office
June 2010
Executive Officer; General Manager, Electronics Division; Headof Eco-Eco Promotion Office
June 2012
President (to present)[Significant concurrent positions]
None[Reason for nomination as a candidate for Director who is not an Audit and Supervisory Committee Member]
After engaging in operations of the technology development department for power equipment of the Company, Mr.
Kazuhiro Seo has served as President of Saitama Origin Co., Ltd. and Head of the General Affairs Department,
Administration Division of the Company. With extensive experience in a management position, he has been serving as
President of the Company since June 2012. As we deemed that he is qualified to be the leader of the Group’s development,
we have nominated him as a candidate for Director.
April 1987
Joined the Company
June 2012
General Manager of Power Device Department, Electronics
Division
Hideki Inaba
April 2016
General Manager of Control Department, Components Division
April 2019
General Manager of Osaka Branch
August 4, 1964
June 2019
Executive Officer; General Manager of Osaka Branch(57 years old)
1,100
April 2021
Executive Officer; General Manager, Components Division
June 2021
Director, Senior Executive Officer, General Manager,[Reappointment]
Components Division (to present)[Significant concurrent positions]
None[Reason for nomination as a candidate for Director who is not an Audit and Supervisory Committee Member]
Mr. Hideki Inaba has accumulated experience centered in the semiconductor department since he joined the Company, andhas extensive experience and a track record in the business. As we deemed that he can continue contributing to theCompany’s sustainable growth and to enhancing corporate value, we have nominated him as a candidate for Director.
April 1989
Joined the Fuji Bank, Limited
November 2013 General Manager, Ikebukuro-Nishiguchi Branch, Mizuho Bank,
Ltd.
April 2017
General Manager, Osaka Branch
Yoshio Sato
April 2020
General Manager for Global Talent Planning and Management
Department
February 19, 1966
June 2020
Joined the Company(56 years old)
600
June 2020
Executive Officer; In charge of Accounting
April 2021
Executive Officer; Head of Corporate Planning Headquarters[Reappointment]
June 2021
Director, Senior Executive Officer, CSO, Head of Corporate
Planning Headquarters (to present)[Significant concurrent positions]
None[Reason for nomination as a candidate for Director who is not an Audit and Supervisory Committee Member]
Drawing on his extensive experience in the financial institution, Mr. Yoshio Sato has been in charge of Accounting
Department since he joined the Company. He currently serves as General Manager of the Corporate Planning Division,
formulating and promoting management strategies. As we deemed that he would continue to be the right person to enhance
the Company’s corporate value, we have nominated him as a candidate for Director.

-7-

No.

Name
(Date of birth)

Past experience, positions and responsibilities in the Company,
and significant concurrent positions
April 1987
June 2012
August 2015

Yoshihiko Naito
August 31, 1964
(57 years old)
[New appointment]
45June 2018
June 2021
April 2022

Joined the Company
Head of System Sales Department, Mechatronics Division
Head of System Production Management Department,
Mechatronics Division
Executive Officer, General Manager, Mechatronics Division,
Head of Sales Department
Senior Executive Officer, General Manager, Mechatronics
Division, Quality Supervisor, Head of Management Department
Senior Executive Officer, General Manager, Mechatronics
Division, Quality Supervisor (to present)

Number ofshares of theCompany held

200

[Significant concurrent positions]
None[Reason for nomination as a candidate for Director who is not an Audit and Supervisory Committee Member]
Mr. Yoshihiko Naito had been engaged in technological development for various products as an engineer for many years in
the Mechatronics Division of the Company, and provided them to the market. Afterward, he has accumulated experience asa manager of sales and production management, and presently is in a position of leading the Mechatronics Division. In
expectation of his showing such abilities in the new position responsible for management of the Company, we havenominated him as a candidate for Director.
April 1980
Joined Ehime Broadcasting Corp. (currently Ehime BroadcastingCo., Ltd.)
October 1981
Freelance announcer
January 2011
Registered as an Attorney-at-law (Daini Tokyo Bar Association)
January 2011
Joined Ginza Sogo Law Office (to present)
Tatsuko Koike
July 2018
Substitute Audit & Supervisory Board Member (Outside),
AZEARTH Corporation (to present)
November 21, 1957
(64 years old)
June 2019
Director (Outside), the Company (to present)
600
June 2021(Outside) Director who is Audit and Supervisory Committee[Reappointment]
Member, MIURA CO., LTD. (to present)[Outside][Significant concurrent positions][Independent]
Attorney-at-law, Ginza Sogo Law Office
Civil Arbitrator, Tokyo District Court
Councilor, Komazawa University
Outside Director who is Audit and Supervisory Committee Member, MIURA CO.,LTD.
[Reason for nomination as a candidate for Outside Director who is not an Audit and Supervisory Committee Member andexpected role]
Ms. Tatsuko Koike has considerable knowledge in legal affairs as an attorney-at-law. As we deemed that she can utilize her
experience and extensive insight cultivated as an announcer in the corporate management, we have nominated her as a
candidate for Outside Director.
(Notes) 1. There are no special interests between the candidates for Director and the Company.
2. Ms. Tatsuko Koike is a candidate for Outside Director as stipulated in Article 2, Paragraph 3, Item 7 of theOrdinance for Enforcement of the Companies Act.
3. At the conclusion of this Annual General Meeting, Ms. Tatsuko Koike will have served as Outside Director of theCompany for three years.
4. Ms. Tatsuko Koike is a candidate for Part-Time Director.
5. The Company has entered into an agreement with Ms. Tatsuko Koike to limit her liability for damages pursuant to
Article 423, Paragraph 1 of the Companies Act. If this proposal is approved, the Company intends to continue theagreement with Ms. Tatsuko Koike regarding liability pursuant to Article 423, Paragraph 1 of the Companies Act,
whereby the maximum amount of liability is the amount stipulated by laws and regulations.
6. The Company has registered Outside Director Ms. Tatsuko Koike as an Independent Director at the Tokyo Stock
Exchange, which the Company is listed on. If this proposal is approved and resolved, the Company intends tocontinue to register her as an Independent Director.
7. Outline of Directors and Officers Liability Insurance Agreement
The Company has entered into a directors and officers liability insurance agreement with an insurance company, as
stipulated in Article 430-3, Paragraph 1 of the Companies Act, that insures Directors (excluding Directors who are
Audit and Supervisory Committee Members) and Directors who are Audit and Supervisory Committee Members.

-8-

The Company plans to renew the agreement in November 2021.
If the election of each candidate in this proposal is approved and resolved, they will be included in the insured.
(1) Outline of events subject to coverage
The agreement will cover damages that may arise due to the insured officers assuming liability for the
execution of his or her duties or receiving a claim related to the pursuit of such liability.
However, measures have been taken so that the properness of the performance of duties by officers is not
impaired by excluding the damages of officers themselves who engaged in bribery or other criminal acts or
intentionally committed illegal acts from the scope of compensation.
(2) Insurance premiums
The insurance premiums are fully borne by the Company.

-9-Proposal 4:

Election of 3 Directors Who Are Audit and Supervisory Committee
Members

The terms of office of all 4 Directors who are Audit and Supervisory Committee Members will expire at
the conclusion of this year’s Annual General Meeting of Shareholders. Accordingly, the election of 3
Directors who are Audit and Supervisory Committee Members is proposed.
The Audit and Supervisory Committee has agreed with submission of this Proposal.
The candidates are as follows:
No.
1

Name
Kohei Miyauchi

2

Mamoru Irie

3

Ikuo Chiyonobe[New appointment][Reappointment][Outside][Independent][New appointment][Outside][Independent]

Current positions at the Company
Executive Officer
Director who is Audit and Supervisory Committee
Member (Outside)- 10 -

No.

Name(Date of birth)

Past experience, positions and responsibilities in the Company,
and significant concurrent positions
April 1985
April 2006
July 2009
July 2013

1

2

Number ofshares of theCompany held

Joined the Company
Deputy General Manager (Head), Nagoya Sales Office
Head of Sales Department, Paint Division
Deputy General Manager of Chemitronics Division, and General
Kohei Miyauchi
Manager of Nagoya Branch
February 24,1962
June 2014
Executive Officer, Deputy General Manager of Chemitronics(60 years old)
Division, and General Manager of Nagoya Branch
June 2015
Executive Officer, Deputy General Manager of Chemitronics[New appointment]
Division, and President, Origin Eason Paint Co., Ltd
April 2019
Executive Officer, General Manager of Nagoya Branch (topresent)[Significant concurrent positions]
None[Reason for nomination as a candidate for Director who is an Audit and Supervisory Committee Member]
Mr. Kohei Miyauchi accumulated a good record in sales at Chemitronics Division. He contributed to sales of synthetic
resin paints for automobile with many achievements since opening of Nagoya Sales Office, and realized the global
expansion as fulfilling his responsibility as a manager of a subsidiary in Thailand. We have nominated him as a candidate
for Director who is an Audit and Supervisory Committee Member in expectation of his making best use of such experiencein audit and supervision.
April 1982
Joined Yasuda Life Insurance Company
January 2004
General Manager, General Affairs Department, Yokohama
Branch, Meiji Yasuda Life Insurance Company
April 2005
General Manager, General Affairs and Internal Control
Promotion Department, Kagoshima Branch, Meiji Yasuda Life
Insurance Company
Mamoru Irie
April 2008
Inspector, Inspection Department, Meiji Yasuda Life Insurance
Company
November 9, 1958
April 2015
Chief Internal Auditor, Internal Audit Department, Meiji Yasuda(63ears old)
Life Insurance Company
800
April 2016
Deputy General Manager, Human Resources Department, Meiji[Reappointment]
Yasuda Life Insurance Company[Outside]
April 2018
General Manager, Planning Department, Meiji Yasuda General[Independent]
Insurance Co., Ltd.
November 2018 Operating Manager, Planning Department, Meiji Yasuda
General Insurance Co., Ltd.
June 2020
Director who is Audit and Supervisory Committee Member(Outside), the Company (to present)[Significant concurrent positions]
None[Reason for nomination as a candidate for Outside Director who is an Audit and Supervisory Committee Member, andexpected role]
Mr. Mamoru Irie has experienced operations of General Affairs Department, Inspection Department, Internal Audit
Department and Human Resources Department, etc. at life insurance companies, and has extensive knowledge and reliable
skills. As we expect that he can utilize them in auditing and supervision of all aspects of the Company’s management, wehave nominated him as a candidate for Director who is an Audit and Supervisory Committee Member (Outside).

- 11 -

No.

Name(Date of birth)

Past experience, positions and responsibilities in the Company,
and significant concurrent positions

Number ofshares of theCompany held

April 1985
August 2009

Ikuo Chiyonobe
November 17, 1962
(59 years old)

3

[New appointment][Outside][Independent]

Joined Nippon Fire & Marine Insurance Co., Ltd.
Director, Executive Officer, General Manager, Office of Group
CEO, Sompo 24 Insurance Company Limited
April 2013
Director, Executive Vice President, General Manager, Office ofGroup CEO, Sompo 24 Insurance Company Limited
April 2014
General Manager, Office of Group CEO, General Manager,
Human Capital/General Affairs Department, Sompo 24
Insurance Company Limited
April 2015
Executive Officer, General Manager, Mie Branch, Sompo Japan
Nipponkoa Insurance Inc.
March 2018
President, Hilton Hotel Service
June 2021
Outside Director, Chuo-Nittochi Group Co., Ltd. (to present)
Outside Director, Chuo-Nittochi Co., Ltd.(to present)[Significant concurrent positions]
None-[Reason for nomination as a candidate for Outside Director who is an Audit and Supervisory Committee Member, andexpected role]
Mr. Ikuo Chiyonobe had made a lot of achievements at non-life insurance companies, and been active as a manager ofcorporate planning for many years. He also has a good record in the human resource and general affairs fields. Expecting
him to be active at the Company while concurrently serving as an outside director at the other companies, we havenominated him as a candidate for Outside Director.

(Notes) 1. There are no special interests between the candidates for Directors who are Audit and Supervisory
Committee Members and the Company.
2. Mr. Mamoru Irie and Mr. Ikuo Chiyonobe are candidates for Outside Director.
3. At the conclusion of this Annual General Meeting, Mr. Mamoru Irie will have served as Outside
Director of the Company for two years.
4. The Company has entered into an agreement with Mr. Mamoru Irie to limit his liability for damages
pursuant to Article 423, Paragraph 1 of the Companies Act. If this proposal is approved, the Company
intends to continue the agreement with Mr. Kohei Miyauchi, Mr. Mamoru Irie, and Mr. Ikuo
Chiyonobe regarding liability pursuant to Article 423, Paragraph 1 of the Companies Act, whereby
the maximum amount of liability is the amount stipulated by laws and regulations.
5. The Company has registered Outside Director Mr. Mamoru Irie as an Independent Director at theTokyo Stock Exchange, which the Company is listed on. If this proposal is approved and resolved,
the Company intends to continue to register him as an Independent Director.
Mr. Ikuo Chiyonobe is a candidate for an Independent Director provided for by the Tokyo Stock
Exchange.
6. Outline of Directors and Officers Liability Insurance Agreement
The Company has entered into a directors and officers liability insurance agreement with an insurancecompany, as stipulated in Article 430-3, Paragraph 1 of the Companies Act, that insures Directors(excluding Directors who are Audit and Supervisory Committee Members) and Directors who are
Audit and Supervisory Committee Members. The Company plans to renew the agreement in November
2021.
If the election of each candidate in this proposal is approved and resolved, they will be included in theinsured.
(1) Outline of events subject to coverage
The agreement will cover damages that may arise due to the insured officers assuming liability for the
execution of his or her duties or receiving a claim related to the pursuit of such liability.
However, measures are taken so that the properness of the performance of duties by officers is not
impaired by excluding the damages of officers themselves who engaged in bribery or other criminal
acts or intentionally committed illegal acts from the scope of compensation.
(2) Insurance premiums
The insurance premiums are fully borne by the Company.

- 12 -

(Reference)
Officers’ structure and skill matrix in the case of approval of Proposal 3 and Proposal 4
If Proposal 3 and Proposal 4 are approved, composition of the Board of Directors and expertise of each
officer will be stated below:[Composition of the Board of Directors] Skill Matrix of Directors of the Company

Director〇〇

Yoshio Sato

Director〇〇

Director〇〇

Yoshihiko
Naito
Tatsuko Koike

Director

Internal control/Audit

Hideki Inaba

Legal affairs/
Compliance/Governance

Sales/
Marketing〇Director

Finance/Accounting/Tax affairs

General Management〇

Kazuhiro Seo

Production/Quality
management

Nomination and Remuneration

Position

Audit

Name

Functional skills andexperience

R&D/
Technology

Business skills and experience

GlobalGeneralManagement

Committee

〇

〇

〇

〇

〇

〇

〇

〇

〇
〇

〇

〇

〇
〇
〇

Outside〇Audit &
Kohei

Supervisory

Miyauchi

Committee

〇

〇

〇

〇

〇

〇

MemberMamoru Irie

Ikuo
Chiyonobe

Audit &
Supervisory
Committee
MemberAudit &
Supervisory
Committee
MemberOutside

〇

〇

〇

〇

〇

〇

〇

Outside

〇

〇

〇

〇

〇

〇

〇

Note) The above table is not an exhaustive account of the knowledge and experience possessed by each candidate
for Directors, but just indicates their primary skills.

- 13 -

Proposal 5:

Election of 1 Substitute Director Who Is Audit and Supervisory Committee Member

In order to prepare for cases where the number of Audit and Supervisory Committee Members falls
below that required by laws and regulations, the election of 1 substitute Director who is an Audit andSupervisory Committee Member is proposed.
The Audit and Supervisory Committee has agreed with submission of this Proposal.
No.

Name
(Date of birth)
Kengo Tsuji
February 4, 1979
(43 years old)1

Past experience, positions and responsibilities in the Company,
and significant concurrent positions
December 2010
December 2010
March 2020

Number ofshares of theCompany held

Registered as an Attorney-at-law (Daini Tokyo Bar Association)
Joined Ohe Tadashi & Yutaka Tanaka Legal Office
Attorney-at-law, Ohe/Tanaka/Oya Legal Office (to present)[Significant concurrent positions][Outside]
Attorney-at-law, Ohe/Tanaka/Oya Legal Office[Independent]
Co-researcher, the Center for Interdisciplinary Studies of Law and Policy (CISLP),
affiliated with the Graduate School of Law, Kyoto University[Reason for nomination as a candidate for Substitute Director who is an Audit and Supervisory Committee Member, andexpected roles]
Although Mr. Kengo Tsuji has not been directly involved in corporate management, we propose to elect him as a candidate
for a substitute Outside Director who is an Audit and Supervisory Committee Member in expectation that he will draw on
his experience and expertise cultivated in legal work for an audit system of the Company.

(Notes) 1. There are no special interests between Mr. Kengo Tsuji and the Company.
2. Mr. Kengo Tsuji is a candidate for Substitute Outside Director. If his election is approved and resolved in
the proposal and he takes office, the Company will register him as an Independent Director at the Tokyo
Stock Exchange.
3. If Mr. Kengo Tsuji takes office as Outside Director, the Company will enter into an agreement liming
liability stipulated in Article 427, Paragraph 1 of the Companies Act with him. Under this agreement, themaximum amount of liability is the amount stipulated by laws and regulations.
4. Outline of Directors and Officers Liability Insurance Agreement
The Company has entered into a directors and officers liability insurance agreement with an insurancecompany, as stipulated in Article 430-3, Paragraph 1 of the Companies Act, that insures Directors(excluding Directors who are Audit and Supervisory Committee Members) and Directors who are Audit
and Supervisory Committee Members. The Company plans to renew the agreement in November 2021.
If the election of Mr. Kengo Tsuji in this proposal is approved and resolved, he will be included in theinsured.
(1) Outline of events subject to coverage
The agreement will cover damages that may arise due to the insured officers assuming liability for the
execution of his or her duties or receiving a claim related to the pursuit of such liability.
However, measures are taken so that the properness of the performance of duties by officers is not
impaired by excluding the damages of officers themselves who engaged in bribery or other criminal
acts or intentionally committed illegal acts from the scope of compensation.
(2) Insurance premiums
The insurance premiums are fully borne by the Company.

- 14 -