Note: This document has been translated from a part of the Japanese original for reference purposes only. In the event of any
discrepancy between this translated document and the Japanese original, the original shall prevail.

Securities Code: 4461
To our shareholders:June 3, 2021
SAKAMOTO Takashi, Chairman CEO

DKS Co. Ltd.
(Main Branch) 55 Nishishichijo Higashikubo-cho,
Shimogyo-ku, Kyoto(Headquarters) 5 Ogawara-cho, Kisshoin, Minami-ku,
Kyoto

Notice of Convocation of the 157th Ordinary General Meeting of Shareholders
We are pleased to announce the 157th Ordinary General Meeting of Shareholders of DKS Co. Ltd. (“theCompany”), which will be held as described below.
We recommend our shareholders refrain from attending in person this General Meeting of Shareholders fromthe perspective of preventing the spread of the novel coronavirus disease (COVID-19). You may exercise yourvoting rights beforehand either in writing or by electromagnetic means (via the Internet, etc.).
Please review the Reference Documents for the General Meeting of Shareholders and exercise your voting rights
by 5:20 p.m., Thursday, June 24, 2021 (JST).

1. Date and Time: Friday, June 25, 2021 at 10:00 a.m. (Reception will open at 9:00 a.m.) (JST)*Please note that the time of the 157th Ordinary General Meeting of Shareholders has
been changed from last year.
2. Venue:

Banquet Hall “Suzaku,” 2F, RIHGA Royal Hotel Kyoto
1-Taimatsu-cho, Shiokoji-sagaru, HigashiHorikawa-dori, Shimogyo-ku, Kyoto

3. Purpose of the Meeting
Matters to be reported:
1. The Business Report and the Consolidated Financial Statements for the 157th fiscal year (from April 1,2020 to March 31, 2021) and results of audits by the Accounting Auditor and the Audit & Supervisory
Board of the Consolidated Financial Statements
2. The Non-consolidated Financial Statements for the 157th fiscal year (from April 1, 2020 to March 31,
2021)
Proposals to be resolved:
Proposal No. 1
Appropriation of Surplus
Proposal No. 2
Amendment to the Articles of Incorporation
Proposal No. 3
Election of Eight Directors
Proposal No. 4
Election of One Audit & Supervisory Board Member
Proposal No. 5
Election of One Substitute Audit & Supervisory Board Member-1-

<<Requests to Shareholders>>• Depending on the future developments of spread of the infection and announcements from the government or authorities ahead of
the General Meeting of Shareholders, if there are major changes regarding the management of the Meeting, we will promptly
provide notice via the Company’s website (https://www.dks-web.co.jp/) (available in Japanese only).
• To help reduce the risk of spread of infection and to ensure the business continuity of the Company, some company officers may
not attend the Meeting in person or may attend remotely via the Internet, regardless of their physical conditions on the day.
• Alcohol hand sanitizer for shareholders will be placed in various locations at the venue. Shareholders attending the meeting will be
asked to bring and wear a face mask.
• Shareholders attending the meeting will be requested for a body temperature check. In addition, please note that shareholders
appearing unwell may be approached by organizing staff members and asked to leave the venue.
• Company officers and meeting staff will have their temperature and health condition checked, and they will thoroughly wash theirhands, disinfect their hands, and wear face masks upon attending the meeting.
• We plan to take a shorter time on proposals to be resolved at the General Meeting of Shareholders, as last year, by carrying out
these matters smoothly and efficiently. We thank you for your understanding and cooperation.
• There will be no social gathering at this Ordinary General Meeting of Shareholders as well as last year.
◊ Please note that on the day of the General Meeting of Shareholders, the meeting will be held with the room temperature set at ahigh setting, and the Company’s officers and meeting staff will be wearing light attire (“cool-biz” style).
◊ Of documents to be attached to this Notice, “Consolidated Statement of Changes in Equity” and “Notes to the Consolidated
Financial Statements,” and “Non-consolidated Statement of Changes in Equity” and “Notes to the Non-consolidated Financial
Statements” are posted on the Company’s website (https://www.dks-web.co.jp/) (available in Japanese only), pursuant to theprovisions of the relevant laws and regulations and Article 16 of the Company’s Articles of Incorporation, and are not included in
the attached documents to the Notice. These matters are included in the Consolidated Financial Statements and the Nonconsolidated Financial Statements that the Accounting Auditor or the Audit & Supervisory Board audited to prepare theirrespective Audit Reports.
◊ If any changes have been made to items in the Business Report, Consolidated Financial Statements, Non-consolidated Financial
Statements, Reference Documents for the General Meeting of Shareholders, such changes will be posted on the Company’s
website on the internet (https://www.dks-web.co.jp/) (available in Japanese only).

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Reference Documents for the General Meeting of Shareholders
Proposals and Reference Information
Proposal No. 1

Appropriation of Surplus

The Company believes that strengthening our business’s resilience by improving productivity, developing new
products and creating new businesses and improving company performance over the long term is the mostimportant management priority. Based on such philosophy, we maintain a basic policy on dividends of maintaining
long-term and stable dividends for shareholders while keeping a reasonable level of internal reserves that we deemis necessary for future business development.
In accordance with the above policy, the Company will pay year-end dividends for the fiscal year ended March 31,
2021 of ¥35 per share, bearing in mind our requirements for implementing growth investment for the future,
particularly for our life science business. Accordingly, including the interim dividends of ¥35 per share, the annual
dividends will be ¥70 per share.
Year-end dividends(1) Type of dividend property
Cash
(2)

Allotment of dividend property to shareholders and its aggregate amount¥35 per common share of the Company
Total dividends: ¥356,121,430(3)Effective date of dividends of surplus
June 28, 2021

-3-

Proposal No. 2

Amendment to the Articles of Incorporation

1. Reason for proposal
The Company established the Life Science Business Supervision Headquarters, a unit under direct control of the
CEO in April 2021. In order to expand and develop the business going forward by leveraging the Group’s unique
technology and materials, the Company proposes to add a business purpose to Article 3. (Objects) of the current
Articles of Incorporation. Specifically, we will move forward with the development of products such as general
foodstuffs, soft drinks, and alcoholic beverages that use the Company’s materials derived from I. JaponicaBombyx Fungus (Cordyceps sinensis) and Sudachin (peel extract powder made from sudachi, a citrus fruit).
Moreover, in order to enable consumers to experience these products for themselves, we will open physical storeswith the aim of making the Company a more familiar presence in their lives.
2. Details of amendment
The details of amendment are as follows.
(Underlined portions are amended)
Current Articles of Incorporation

Proposed Amendment

Chapter I - General Provisions
Article 3. (Objects)
The objects of the Company shall be to engage in the following
businesses:

Chapter I - General Provisions
Article 3. (Objects)
The objects of the Company shall be to engage in the following
businesses:

1. To develop, design, manufacture, process, sell, import andexport the following products and their application products,
and to outsource and undertake the above-mentioned
procedures from/of another business entity by contract:

1. To develop, design, manufacture, process, sell, import andexport the following products and their application products,
and to outsource and undertake the above-mentioned
procedures from/of another business entity by contract:1) – 7)1) – 7)(Text omitted)(Newly established)8) – 9)8)(Text omitted)

alcoholic beverages and soft drinks;

9) – 10)-4-(Unchanged)(Unchanged)

Proposal No. 3

Election of Eight Directors

The terms of office of all nine Directors will expire at the conclusion of this meeting. In fiscal 2021, the second
year of our medium-term management plan FELIZ 115, we are requesting the election of eight Directors, including
three outside Directors in order to create a system that can further streamline decision making and achieve solid
outcomes for the Company’s management policies.
The Company operates a broad range of businesses in relation to the environment and energy, electronic materials,
lifestyle materials, and life science based on a wealth of technology that it has accumulated as a pioneer insurfactants. When nominating the Director candidates, the Company looks for candidates who will ensure theBoard of Directors capability of providing appropriate and agile decision making, and oversight for the executionof business concerning those business activities. The Company, in principle, nominates Director candidates whowill contribute toward the creation of a Board of Directors comprising Directors who have risen up through theCompany and acquired knowledge and experience in their respective field, such as the sales division, production
division, R&D division or administrative division (including planning, procurement, logistics, finance andaccounting), and outside Directors who can reflect a wealth of business experience and expertise, accumulated thus
far in their careers, in their roles from an external standpoint.
Taking into consideration diversity and balance regarding the aforementioned, the Board of Directors conducted
appropriate discussion before reaching a decision on the candidates.
The eight candidates for Director are as follows:
Candidate
No.

Name

Current position and responsibility in the Company

1

SAKAMOTO Takashi

Reelection

Chairman CEO

2

URAYAMA Isamu

Reelection

Representative Senior
Managing Director

Production Supervisor

3

YAMAJI Naoki

Reelection

Managing Director

R&D Supervisor

4

OKAMOTO Osami

Reelection

Managing Director

Sales Supervisor

5

KAWAMURA Ichiji

Reelection

Director

Administrative Supervisor

6

AOKI Sunao

Reelection
OutsideIndependent

Director

7

TANIGUCHI Tsutomu

Reelection
OutsideIndependent

Director

8

OKUYAMA Kikuo

New election
OutsideIndependent–-5-

Candidate
No.

1

Name
(Date of birth)

SAKAMOTO Takashi(August 9, 1947)
Reelection

Career summary, position and responsibility in the Company,
and significant concurrent positions outside the Company
Apr. 1970

Joined The Fuji Bank, Limited (current
Mizuho Bank, Ltd.)

Feb. 1991

Manager of Madrid Branch of The Fuji Bank,
LimitedMay 1994

Manager of Nihonbashi Branch of The Fuji
Bank, Limited

Dec. 1999

Managing Director of Fuji Asset Management
Co., Ltd.

Jun. 2001

Joined the Company

Jun. 2001

Director

Apr. 2004

Executive General Manager in charge ofCorporate Planning Headquarters

Jun. 2004

Managing Director

Jun. 2007

Senior Managing Director

Jun. 2011

Representative Vice President

Jun. 2013

Chairman and Executive Director (current)

Jun. 2015

Concurrently President (current)

Number of theCompany’s
shares held

33,650Reasons for nomination as candidate for Director
SAKAMOTO Takashi has been nominated as a candidate for Director because he has experience referred to above andis well versed in corporate management as Representative Director of the Company.

2

URAYAMA Isamu(August 16, 1956)
Reelection

Apr. 1975

Joined the Company

Oct. 2007

General Manager of Financial Division

May 2008

General Manager of Accounting Department

Jun. 2008

Executive General Manager in charge ofFinancial Headquarters

Jun. 2009

Director

Jun. 2016

Managing Director

Apr. 2020

Representative Senior Managing Director(current)

Apr. 2021

Production Supervisor (current)

15,712

Reasons for nomination as candidate for Director
URAYAMA Isamu has been nominated as a candidate for Director because he has experience referred to above and iswell versed in corporate management as Representative Director of the Company.

-6-

Candidate
No.

3

Name
(Date of birth)

YAMAJI Naoki(April 13, 1964)
Reelection

Career summary, position and responsibility in the Company,
and significant concurrent positions outside the Company
Apr. 1991

Joined the Company

Apr. 2013

General Manager in charge of Planning
Department, Yokkaichi Reorganization
Division, Production Control Headquarters

Apr. 2014

General Manager of COO Office

Apr. 2015

Executive General Manager of Plastic
Materials Business Division, Business
Headquarters

Apr. 2016

Concurrently in charge of Tokyo Headquarters

Apr. 2017

Executive General Manager in charge ofCorporate Planning Headquarters

Jun. 2017

Director and in charge of Personnel & General
Affairs Headquarters

Apr. 2018

Concurrently in charge of Production Control
Headquarters

Apr. 2020

Managing Director (current)
Administrative Supervisor

Apr. 2021

R&D Supervisor (current)

Number of theCompany’s
shares held

5,500

Reasons for nomination as candidate for Director
YAMAJI Naoki has been nominated as a candidate for Director because of his experience referred to above and thewealth of experience and knowledge he has in sales, R&D, planning, etc.

4

OKAMOTO Osami(October 26, 1964)
Reelection

Apr. 1989

Joined the Company

Apr. 2006

General Manager of Sales Department, Plastic
Additive Materials Business Division

May 2007General Manager of East Sales Department,
Surfactants Business Division

Apr. 2008

General Manager of Planning Office,
Functional Chemicals Business Division

Oct. 2010

Director of Yokkaichi Chemical Co., Ltd.

Apr. 2013

General Manager of Yokkaichi Reorganization
Department, Production Control Headquarters

Apr. 2014

General Manager in charge of Management
Planning Office, Corporate Planning
Headquarters

Apr. 2016

Deputy Executive General Manager in chargeof Corporate Planning Headquarters

Apr. 2017

Executive General Manager of Plastic
Materials Business Division, Business
Headquarters
Concurrently in charge of Tokyo Headquarters(current)

Jun. 2017

Director

Apr. 2020

Managing Director (current)
Sales Supervisor (current)

7,613

Reasons for nomination as candidate for Director
OKAMOTO Osami has been nominated as a candidate for Director because of his experience referred to above and thewealth of experience and knowledge he has in sales, planning, etc.

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Candidate
No.

Name
(Date of birth)

KAWAMURA Ichiji(December 2, 1961)
Reelection
5

Career summary, position and responsibility in the Company,
and significant concurrent positions outside the Company
Apr. 1985

Joined The Fuji Bank, Limited (current
Mizuho Bank, Ltd.)

Aug. 1995

Senior Assistant to Director of London Branchof The Fuji Bank, Limited

Nov. 2001

General Manager of Yokohama Branch of The
Fuji Bank, Limited

Apr. 2002

Assistant Branch Manager of Yokohama-chuo
Branch of Mizuho Bank, Ltd.

May 2004

Assistant Branch Manager of Seoul Branch ofMizuho Corporate Bank, Ltd.

Jul. 2008

Deputy General Manager of Sales Department
6 of Mizuho Corporate Bank, Ltd.

Apr. 2011

General Manager of International Corporate
Sales Department of Mizuho Corporate Bank,
Ltd.

Jul. 2013

General Manager of International Corporate
Sales Department of Mizuho Bank, Ltd.

Apr. 2016

Joined the Company
Deputy Executive General Manager in chargeof Personnel & General Affairs Headquarters

Apr. 2017

Executive General Manager in charge of
Personnel & General Affairs Headquarters

Apr. 2018

Executive General Manager in charge of
Production Control Headquarters

Jun. 2018

Director (current)

Apr. 2020

Production Supervisor

Apr. 2021

Administrative Supervisor (current)

Number of theCompany’s
shares held

2,902

Reasons for nomination as candidate for Director
KAWAMURA Ichiji has been nominated as a candidate for Director because of his experience referred to above, his
broad knowledge in management and global affairs gained from financial institutions, and the wealth of experience andknowledge he has in human resources, general affairs, production, etc.

-8-Candidate
No.

Name
(Date of birth)

AOKI Sunao(November 21, 1947)
Reelection
OutsideIndependent
6

Career summary, position and responsibility in the Company,
and significant concurrent positions outside the Company
Apr. 1972

Joined Mitsubishi Heavy Industries, Ltd.

Jun. 2000

Director of Takasago Laboratory, Technology
Department of Mitsubishi Heavy Industries,
Ltd.

Jun. 2003

Director of Mitsubishi Heavy Industries, Ltd.

Jan. 2005

General Manager of Technology Departmentof Mitsubishi Heavy Industries, Ltd.

Jun. 2005

Representative Executive Officer of
Mitsubishi Heavy Industries, Ltd.

Dec. 2005

Visiting Professor of Tsinghua University in
China (current)

Apr. 2006

Representative Managing Executive Officer of
Mitsubishi Heavy Industries, Ltd.

Apr. 2009

Executive Vice President and Executive
Officer of Mitsubishi Heavy Industries, Ltd.

Jun. 2011

Vice Chief Director of Mitsubishi ResearchInstitute, Inc.

Apr. 2014

Special Advisor of Mitsubishi Heavy
Industries, Ltd.

Jun. 2014

Director of the Company (current)

Number of theCompany’s
shares held

1,051

Reasons for nomination as candidate for outside Director and expected role
The candidate AOKI Sunao has been involved in the management of Mitsubishi Heavy Industries, Ltd. for many years,
and has a wealth of experience and advanced expertise. Based on his seven years of experience serving as an outside
Director of the Company, he has played an appropriate role in overseeing business execution as an outside Director,
such as by actively offering his views on the medium-term management plan and on management strategy, among
other subjects. The Company judges that he will continue to provide appropriate oversight of the Company’s businessexecution, as well as supplying valuable opinions on management in general from a broad perspective, for which
reason it has nominated him as a candidate for outside Director.

-9-Candidate
No.

Name
(Date of birth)

TANIGUCHI Tsutomu(May 20, 1953)
Reelection
OutsideIndependent

Career summary, position and responsibility in the Company,
and significant concurrent positions outside the Company
Oct. 1978

Labor Standard Inspector of Ministry of Labor

Apr. 2002

Chief of the Sonobe Labor Standards
Inspection Office, Kyoto Labor Bureau of
Ministry of Health, Labour and Welfare(former Ministry of Labor)

Apr. 2004

Senior Officer for Personnel Planning,
General Affairs Division of Kyoto Labor
Bureau of Ministry of Health, Labour andWelfareApr. 2006

Chief of the Kyoto-minami Labor Standards
Inspection Office of Kyoto Labor Bureau of
Ministry of Health, Labour and Welfare

Apr. 2008

Director of the General Affairs Division of
Kyoto Labor Bureau of Ministry of Health,Labour and Welfare

Apr. 2010

Chief of the Kyoto-shimo Labor Standards
Inspection Office of Kyoto Labor Bureau of
Ministry of Health, Labour and Welfare

Apr. 2012

Chief of the Kyoto-kami Labor Standards
Inspection Office of Kyoto Labor Bureau of
Ministry of Health, Labour and Welfare

Jun. 2014

Executive Director of Kyoto Labor Standards
Association

Jun. 2017

Registered as a Labor and Social Security
Attorney (Kyoto Labor and Social Security
Attorney’s Association)
Chief of Tsutomu Taniguchi Labor and Social
Security Attorney’s Office (current)
Director of the Company (current)

7

Number of theCompany’s
shares held

669

(Significant concurrent positions outside the Company)
Chief of Tsutomu Taniguchi Labor and Social Security
Attorney’s Office
Reasons for nomination as candidate for outside Director and expected role
The candidate TANIGUCHI Tsutomu has served in important posts in the Labor Standards Inspection Office, and has awealth of experience and advanced expertise. Based on his four years of experience serving as an outside Director of
the Company, he has played an appropriate role in overseeing business execution as an outside Director, such as byactively offering his views on working conditions, and occupational safety and health, among other subjects. The
Company judges that he will continue to appropriately fulfill his duties as an outside Director, providing appropriate
oversight and valuable opinions in relation to improving working conditions, occupational safety and health, andmanagement in general, for which reason it has nominated him as a candidate for outside Director.
Mr. TANIGUCHI has never been involved in the management of a company except as an outside officer. However, theCompany judges he will appropriately fulfill his duties as an outside Director.

- 10 -

Candidate
No.

Name
(Date of birth)

OKUYAMA Kikuo(June 1, 1948)
New election
OutsideIndependent

Career summary, position and responsibility in the Company,
and significant concurrent positions outside the Company
Oct. 1990

Professor of Department of Chemical
Engineering, Cluster 3, Faculty ofEngineering of Hiroshima University

Apr. 2001

Professor of Department of Chemical
Engineering, Graduate School of Engineeringof Hiroshima University

Apr. 2013

Professor Emeritus of Chemical Engineeringof Hiroshima University (current)
Special Appointment Professor of Hiroshima
University

Jun. 2017
8

Number of theCompany’s
shares held

0Managing Director of Hosokawa Powder
Technology Foundation (current)(Significant concurrent positions outside the Company)
Managing Director of Hosokawa Powder Technology
Foundation
Reasons for nomination as candidate for outside Director and expected role
The candidate OKUYAMA Kikuo was engaged in research operations at a university for many years, and has
particularly extensive knowledge and experience in the field of nanotechnology. He is also striving to facilitate
cooperation between industry, academia and government, and the Company expects him to offer valuable opinions inrelation to fields in which the Company conducts research, and in the field of life sciences. The Company expects him
to make every effort to help the Group achieve sustainable growth and enhance its corporate value, for which reason it
has nominated him as a candidate for outside Director.
Mr. OKUYAMA has never been involved in the management of a company except as an outside officer. However, theCompany judges he will appropriately fulfill his duties as an outside Director.

(Notes)1. There is no special interest between any of the candidates for Director and the Company.
2. AOKI Sunao, TANIGUCHI Tsutomu and OKUYAMA Kikuo are candidates for outside Director.
If the election of AOKI Sunao, TANIGUCHI Tsutomu and OKUYAMA Kikuo is approved, the Company plans for them
to be independent officers for whom notice is given to Tokyo Stock Exchange Inc. (“independent outside Directors”).
3. At the conclusion of this meeting, AOKI Sunao’s tenure since assuming office as outside Director of the Company will
have been seven years.
At the conclusion of this meeting, TANIGUCHI Tsutomu’s tenure since assuming office as outside Director of theCompany will have been four years.
4. The Company has entered into a liability limitation agreement with candidates for outside Director AOKI Sunao and
TANIGUCHI Tsutomu to limit their liability for damages under Article 423, paragraph (1) of the Companies Act to theminimum liability amount provided for by Article 425, paragraph (1) of the same Act, provided that they perform theirduties in good faith and without gross negligence. If their reelection is approved, the Company plans to continue suchagreements with them. If the election of OKUYAMA Kikuo is approved, the Company plans to enter into the same limited
liability agreement with him.
5. The Company has entered into a directors and officers liability insurance policy as provided for in Article 430-3, paragraph(1) of the Companies Act with an insurance company. If the election of the candidates for Director is approved, each ofthem will be an insured in the insurance policy. In addition, when the policy is renewed, the Company plans to renew thepolicy with the same terms.
6. The number of the Company’s shares held by each candidate for Director is the number of shares held as of March 31,
2021.

- 11 -

Proposal No. 4

Election of One Audit & Supervisory Board Member

The term of office of Audit & Supervisory Board Member NISHIZAKI Shinichi will expire at the conclusion of thismeeting. Therefore, the Company proposes the election of one Audit & Supervisory Board Member. Including thefour Audit & Supervisory Board Members whose terms of office will not expire, the total number of Audit &Supervisory Board Members will become five.
In addition, the consent of the Audit & Supervisory Board has been obtained for this proposal.
In principle, the Company nominates candidates for Audit & Supervisory Board Members who will contribute toward
the creation of an Audit & Supervisory Board comprising Audit & Supervisory Board Members who have risen up
within the Company and possess knowledge and experience in one of the business divisions or the administration
division and Audit & Supervisory Board Members who can reflect a wealth of business experience and expertise,accumulated thus far in their careers, in their roles from an external standpoint.
After considering diversity and balance regarding the aforementioned, the consent of the Audit & Supervisory Board
was obtained for the submission of the proposal to the General Meeting of Shareholders and the Board of Directors
conducted appropriate discussion before reaching a decision on the candidates.
The candidate for Audit & Supervisory Board Member is as follows:
Name(Date of birth)

ONISHI Hideaki(January 3, 1958)
New election

Career summary, position and significant concurrent positions outside theCompany
Apr. 1982

Joined the Company

Apr. 2001

General Manager of Plastic Materials R&D
Department, Plastic Materials Business Division

Oct. 2005

General Manager of Synthesis R&D Supervision
Department, Technological Development Headquarters

Mar. 2006

General Manager of Plastic Additive Materials R&D
Department, Technological Development Headquarters

Apr. 2008

Deputy General Manager of Plastic Materials R&D
Department, Plastic Materials Business Division

Apr. 2009

General Manager of Plastic Materials Laboratory,
Plastic Materials Business DivisionJun. 2011

Executive General Manager in charge of R&D
Headquarters

Jun. 2014

Director

Apr. 2017Managing Director

Jun. 2020

Advisor (current)

Number of theCompany’s
shares held

12,989Reasons for nomination as candidate for Audit & Supervisory Board Member
ONISHI Hideaki has been nominated as a candidate for Audit & Supervisory Board Member because of his experience referred toabove and his wealth of experience and knowledge in the Company’s business and its R&D fields.
(Notes) 1. There is no special interest between the candidate for Audit & Supervisory Board Member and the Company.
2. The candidate is a new candidate for Audit & Supervisory Board Member.
3. The Company has entered into a directors and officers liability insurance policy as provided for in Article 430-3, paragraph(1) of the Companies Act with an insurance company. If the election of the candidate for Audit & Supervisory Board
Member is approved, he will be an insured in the insurance policy. In addition, when the policy is renewed, the Company
plans to renew the policy with the same terms.
4. The number of the Company’s shares held by the candidate for Audit & Supervisory Board Member is the number ofshares held as of March 31, 2021.

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Proposal No. 5

Election of One Substitute Audit & Supervisory Board Member

The effective term of the appointment of TSUKAMOTO Hidenobu as substitute Audit & Supervisory Board Member
expires at the start of this General Meeting of Shareholders. Therefore, in order to prepare for cases where there is avacancy which results in a shortfall in the number of Audit & Supervisory Board Members stipulated in laws andregulations, the Company requests the election of one substitute for outside Audit & Supervisory Board Member.
The substitute Audit & Supervisory Board Member shall assume office on condition that the number of outside Audit& Supervisory Board Members falls short of the number stipulated by laws and regulations, and according to theprovisions of the Company’s Articles of Incorporation, the term of office shall be the remaining term of office of theretired Audit & Supervisory Board Member.
In addition, the consent of the Audit & Supervisory Board has been obtained for this proposal.
The candidate for substitute Audit & Supervisory Board Member is as follows:
Name(Date of birth)

TSUKAMOTO Hidenobu(July 17, 1973)

Career summary and significant concurrent positions outside theCompany
Dec. 2009

Registered as an Attorney at Law (Kagoshima Bar
Association)
Joined Kajiki Branch of Kagoshima Chuo Law Offices

Dec. 2012

Transfer of registration to Kyoto Bar Association
Joined Tsukamoto Law Office (current)

Jun. 2013

Audit & Supervisory Board Member of CAMPOHOLDINGS Co., Ltd. (current)
Audit & Supervisory Board Member of CAMPO Co.,
Ltd. (current)

Feb. 2017

Audit & Supervisory Board Member of Uzumasa
Driving School Co., Ltd.

Number of theCompany’s
shares held

0

Reasons for nomination as candidate for substitute outside Audit & Supervisory Board Member
As an attorney, the candidate TSUKAMOTO Hidenobu has expert knowledge and wealth of experience of the judicial field. Basedon these deep insights and strong sense of ethics, he is expected to strengthen the management oversight functions of the Company,
and to contribute to building a better governance structure, for which reason it has nominated him as a candidate for substitute Audit& Supervisory Board Member.
Mr. TSUKAMOTO has never been involved in the management of a company except as an outside officer. However, the Company
judges he will appropriately fulfill his duties as an outside Audit & Supervisory Board Member based on these reasons.
(Notes) 1. There is no special interest between the candidate for substitute Audit & Supervisory Board Member and the Company.
2. The candidate for substitute Audit & Supervisory Board Member is a candidate for outside Audit & Supervisory Board
Member.
3. If the candidate for substitute Audit & Supervisory Board Member TSUKAMOTO Hidenobu is appointed as Audit &Supervisory Board Member, the Company plans to enter into a liability limitation agreement with him to limit his liability
for damages under Article 423, paragraph (1) of the Companies Act to the minimum liability amount provided for by
Article 425, paragraph (1) of the same Act, provided that he performs his duties in good faith and without gross negligence.
4. The Company has entered into a directors and officers liability insurance policy as provided for in Article 430-3, paragraph(1) of the Companies Act with an insurance company. If the candidate for substitute Audit & Supervisory Board Member
assumes the office of Audit & Supervisory Board Member, he will be an insured in the insurance policy. In addition, when
the policy is renewed, the Company plans to renew the policy with the same terms.
5. If the candidate for substitute Audit & Supervisory Board Member TSUKAMOTO Hidenobu assumes the office of Audit& Supervisory Board Member, the Company plans to submit notification to Tokyo Stock Exchange, Inc. concerning his
designation as an independent officer- 13 -