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: 7102]
June 9, 2023
To our shareholders:
Kazuhiro Igarashi, President and CEO
NIPPON SHARYO, LTD.
1-1, Sanbonmatsu-cho, Atsuta-ku, Nagoya, Aichi, Japan

Notice of the 194th Annual General Meeting of Shareholders
The 194th Annual General Meeting of Shareholders of NIPPON SHARYO, LTD. (the “Company”) will be
convened as described below.
In convening this Annual General Meeting of Shareholders, the Company has taken measures for providing
information that constitutes the content of reference documents, etc. for the general meeting of shareholders(matters subject to electronic provision measures) in electronic format, and has posted the information on each of
the following websites. Please access either of the websites to view the information.
The Company’s website:
https://www.n-sharyo.co.jp/finance/meeting.html (in Japanese)
In addition to the Company’s website, the matters subject to electronic provision measures are also posted on thefollowing Tokyo Stock Exchange (TSE) website and the Website for posted informational materials for the General
Meeting of Shareholders.
TSE website (Listed Company Search):https://www2.jpx.co.jp/tseHpFront/JJK010010Action.do?Show=Show (in Japanese)(Access the TSE website by using the URL shown above, enter “NIPPON SHARYO” in “Issue name (company
name)” or the Company’s securities code “7102” in “Code,” and click “Search.” Then, click “Basic information”
and select “Documents for public inspection/PR information.” Under “Filed information available for public
inspection,” click “Click here for access” under “[Notice of General Shareholders Meeting /Informational
Materials for a General Shareholders Meeting].”)Website for posted informational materials for the General Meeting of Shareholders:
https://d.sokai.jp/7102/teiji/ (in Japanese)
Other than attending the meeting, you may also exercise your voting rights in writing or by electromagnetic
method (via the internet, etc.), so please review the Reference Documents for the General Meeting of Shareholders
below and exercise your voting rights no later than 5:10 p.m., Wednesday, June 28, 2023 (JST).

-1-1. Date and Time: Thursday, June 29, 2023 at 10:00 a.m. (JST)
2. Venue:
NIPPON SHARYO Head Office
1-1, Sanbonmatsu-cho, Atsuta-ku, Nagoya, Aichi, Japan
3. Agenda of the Meeting
Matters to be reported:
1. The content of the business report and consolidated financial statements, and the audit reports of the
Financial Auditor and the Audit & Supervisory Board regarding the consolidated financial statements forthe 194th fiscal year (April 1, 2022–March 31, 2023)
2. The content of non-consolidated financial statements for the 194th fiscal year (April 1, 2022–March 31,
2023)
Matters to be resolved:
Proposal No. 1
Appropriation of Retained Earnings
Proposal No. 2
Election of Seven Directors
Proposal No. 3
Election of Three Audit & Supervisory Board Members
4. Other Matters Concerning Voting Rights(1) If you exercise your voting rights in writing (by postal mail) and do not indicate approval or disapproval
for a proposal on the voting form, it will be considered an indication of approval.
(2) When voting rights are exercised multiple times via the internet etc., the latest vote received shall bedeemed effective.
(3) When voting rights are exercised both in writing and via the internet etc., the vote received via the internet
shall be deemed effective.
- If attending the meeting in person, please present the enclosed voting form at the reception desk.
- If revisions to the matters subject to electronic provision measures arise, a notice of the revisions and the detailsof the matters before and after the revisions will be posted on each of the aforementioned websites.
- Regarding this Annual General Meeting of Shareholders, the documents containing the matters subject toelectronic provision measures will be sent to all shareholders in writing, regardless of whether or not a request
for delivery of paper-based documents has been made. In accordance with the provisions of laws and regulations
and Article 20 of the Articles of Incorporation of the Company, among the matters subject to electronic
provision measures, the following matters are not provided in the paper-based documents.
(i) Business Report: “System to Ensure Appropriateness of Operations and Overview of Operation of the
System”(ii) Consolidated Financial Statements: “Consolidated Statements of Changes in Net Assets,” “Notes to theConsolidated Financial Statements”(iii) Non-Consolidated Financial Statements: “Statements of Changes in Net Assets,” “Notes to the NonConsolidated Financial Statements”
Accordingly, the Business Report, Consolidated Financial Statement and the Non-Consolidated Financial
Statement which are on the paper-based documents are part of the documents included in the scope of audits by
the Financial Auditor to prepare Audit Report and Audit & Supervisory Board Members to prepare Auditing
Report.

-2-

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

Appropriation of Retained Earnings

It is the basic policy of the Company to proactively promote business development and maintain long-term stability
in its dividends in order to secure stable shareholder benefit into the future.
In accordance with this policy, the Company has given consideration to matters including the business performanceof the fiscal year and internal reserves, and it proposes to pay year-end dividends for the fiscal year as follows:
Year-end dividends(1) Type of dividend property
Cash(2) Allotment of dividend property to shareholders and their aggregate amount¥10 per common share of the Company Aggregate amount: ¥144,324,770(The annual dividend, including the interim dividend of ¥10 per share, will total ¥20 per share.)(3) Effective date of the dividends of Retained Earnings
June 30, 2023

-3-

Proposal No. 2

Election of Seven Directors

At the conclusion of this meeting, the terms of office of all seven Directors will expire. Therefore, the Company
proposes the election of seven Directors.
The candidate for Director is as follows:
Candidate
No.

Name

Positions in the Company
Representative Director
Senior Managing Director
Director
Division Chief & General Manager of Corporate Planning andStrategy Division
Director
Division Chief & General Manager of Industrial & Electrical
Equipment Division

1

Akira Koyasu

2Minoru Tayama

3Michikazu Fukaya

4

Tsutomu Saito

Outside Director

5

Atsushi Niimi

Outside Director

6

Akira Nishihata

Outside Director

7
Mamoru Tanaka–
Reelection
Reelection candidate for Director
New election
New candidate for Director
OutsideOutside Director candidate
Independent
Independent officer as stipulated in stock exchange regulations-4-

Reelection
Reelection

Reelection
Reelection
OutsideIndependent
Reelection
OutsideIndependent
Reelection
OutsideIndependent
New election

Candidate
No.

Name
(Date of birth)

Career summary, positions and responsibilities in the Company,
and significant concurrent positions outside the Company
Apr. 1980
June 2006
Feb. 2009

June 2010

Akira Koyasu(January 27, 1958)
Reelection
1

Oct. 2010

June 2016

June 2018

June 2020

Joined the Company
General Manager of Material Department,
Rolling Stock Division of the Company
General Manager of Business Planning
Department, Rolling Stock Division of theCompany
Executive Officer and General Manager ofBusiness Planning Department, Rolling Stock
Division of the Company
Executive Officer of the Company
President and CEO of NIPPON SHARYO
U.S.A., INC.
Managing Executive Officer of the Company
President and CEO of NIPPON SHARYO
U.S.A., INC.
Representative Director and Senior Managing
Director, Division Chief & General Manager of
the Corporate Planning and Strategy Division,and in charge of administration and complianceof the Company
Representative Director and Senior Managing
Director, and in charge of administration andcompliance of the Company (current position)

Number of theCompany’s shares
owned

3,100

[Reasons for Nomination as a Director Candidate]
Akira Koyasu has primarily worked in the Company’s operations related to materials and business planning in therolling stock business and he has served as President and CEO of the Company’s consolidated subsidiary NIPPONSHARYO U.S.A., INC. from 2010 and then as a Representative Director and Senior Managing Director of theCompany from 2018. Based on his abundant experience and broad insight concerning the rolling stock business and all
aspects of business management, the Company believes he can properly fulfill the role of Director of the Company andhas nominated him as a Director candidate.

-5-

Candidate
No.

Name
(Date of birth)

Career summary, positions and responsibilities in the Company,
and significant concurrent positions outside the Company
Apr. 1985
Oct. 2010
Apr. 2015

June 2016
June 2017
Minoru Tayama(July 22, 1962)
Reelection2

June 2019
June 2019

June 2020

3

Joined the Company
General Manager of Production Department,
Rolling Stock Division of the Company
General Manager of High Speed Train
Production Management Department, Rolling
Stock Division of the Company
General Manager of Toyokawa Plant, Rolling
Stock Division of the Company
Executive Officer, Deputy Chief & General
Manager of Rolling Stock Division, andGeneral Manager of Business Planning
Department, Rolling Stock Division of theCompany
Director (part time) of Nagoya Rinkai Rapid
Transit Co., Ltd. (current position)
Executive Officer, Deputy Chief & General
Manager of Rolling Stock Division, and Chief
Engineer of Rolling Stock Division of theCompany
Director and Division Chief & General
Manager of Corporate Planning and Strategy
Division of the Company (current position)

Number of theCompany’s shares
owned

700

[Reasons for Nomination as a Director Candidate]
Minoru Tayama has primarily worked in the Company’s operations related to manufacturing and planning in the rollingstock business and he has served as Director and Division Chief & General Manager of Corporate Planning andStrategy Division since 2020. Based on his abundant experience and broad insight concerning the rolling stock businessand all aspects of business management, the Company believes he can properly fulfill the role of Director of theCompany and has nominated him as a Director candidate.
Apr. 1982
Joined Nichiyu Koki,Ltd.
Jan. 1999
Joined the Company
June 2010
General Manager of Administrative
Department, Industrial & Electrical Equipment
Division of the Company
Dec. 2012
General Manager of Narumi Plant, Industrial &Electrical Equipment Division of the Company
Michikazu Fukaya
July 2017
Deputy General Manager of Human Resources(December 22, 1959)
600
Department of the Company
June 2018
Executive Officer and General Manager ofReelection
General Affairs Department of the Company
June 2020
Executive Officer and Division Chief &General Manager of Industrial & Electrical
Equipment Division of the Company
June 2022
Director and Division Chief & General
Manager of Industrial & Electrical Equipment
Division of the Company (current position)[Reasons for Nomination as a Director Candidate]Michikazu Fukaya has primarily worked in the Company’s operations related to planning in the construction equipment
business and he served as Executive Officer and General Manager of the General Affairs Department from 2018 andthen has served as Executive Officer and Division Chief & General Manager of Industrial & Electrical Equipment
Division since 2020. Expecting that he can properly fulfill the role of Director of the Company based on his abundant
experience and broad insight concerning the construction equipment business, the Company has nominated him as a
Director candidate.

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Candidate
No.

Name
(Date of birth)

Career summary, positions and responsibilities in the Company,
and significant concurrent positions outside the Company
Apr. 1977

4

5

Number of theCompany’s shares
ownedRegistered as an attorney at law
Joined the Nagoya Bar Association (currently
the Aichi Bar Association)
Joined Takasu Hiroo Law Office
Apr. 1983
Opened Saito Law Office (currently Honmachi
Tsutomu Saito
City Law Office)(September 12, 1951)
June 2005
Audit & Supervisory Board Member of
DENSO CORPORATION
1,300
Reelection
Apr. 2010
President of Aichi Bar Association
OutsideVice-President of Japan Federation of Bar
Independent
Associations
June 2012
Audit & Supervisory Board Member of theCompany
June 2015
Outside Director of the Company (current
position)[Reason for nomination as a candidate for Outside Director and expected role]
Tsutomu Saito has abundant experience and broad insights, being a qualified attorney at law, and having served inpositions such as an Audit & Supervisory Board Member of DENSO CORPORATION. Expecting that he will utilizethat experience and insight to provide supervision of business execution and useful advice regarding the Company’s
overall management from an independent objective standpoint, the Company has nominated him as a candidate for
Outside Director. Though he has never been involved in corporate management in the past other than as an outside
officer, for the above-mentioned reasons, the Company has determined that he will appropriately perform his duties as
an Outside Director.
Apr. 1971
Joined Toyota Motor Co., Ltd. (currently
Toyota Motor Corporation)
June 2000
Director and Manager of Motomachi Plant andTsutsumi Plant of Toyota Motor Corporation
June 2004
Director of Toyota Motor Corporation
June 2005
Senior Managing Director and Chief Officer of
Production Control & Logistics Group andManufacturing Group of Toyota Motor
Corporation
June 2006
Senior Managing Director and Chief Officer ofAtsushi Niimi
Production Planning Group of Toyota Motor(July 30, 1947)
Corporation
June 2007
Senior Managing Director and Chief Officer of900
Reelection
Purchasing Group of Toyota Motor Corporation
OutsideJune 2009
Representative Director and Executive Vice
Independent
President of Toyota Motor Corporation
June 2009
Audit & Supervisory Board Member of JTEKTCORPORATION
June 2013
Representative Director and Chairman of
JTEKT CORPORATION
June 2014
Director of Nagoya Stock Exchange, Inc.
(current position)
Mar. 2015
Director of Yamaha Motor Co., Ltd.
June 2016
Outside Director of the Company (current
position)[Reason for nomination as a candidate for Outside Director and expected role]
Atsushi Niimi has abundant experience and broad insight relating to corporate management as he has served inpositions including Representative Director and Executive Vice President of Toyota Motor Corporation and
Representative Director and Chairman of JTEKT CORPORATION. Expecting that he will utilize that experience andinsight to provide supervision of business execution and useful advice regarding the Company’s overall managementfrom an independent objective standpoint, the Company has nominated him as a candidate for Outside Director.

-7-

Candidate
No.

Name
(Date of birth)

Career summary, positions and responsibilities in the Company,
and significant concurrent positions outside the Company
Apr. 1980

6

Number of theCompany’s shares
ownedJoined Mitsui Engineering & Shipbuilding Co.,
Ltd. (currently Mitsui E&S Holdings Co., Ltd.)
June 2013
Director, in charge of Corporate Planning Dept.
of Mitsui Engineering & Shipbuilding Co., Ltd.
June 2015
Director, in charge of Corporate Planning Dept.
and Research & Development Hq. of Mitsui
Engineering & Shipbuilding Co., Ltd.
Apr. 2016
Director and Managing Executive Officer, incharge of Corporate Planning Dept., Research& Development Hq., Marketing Promotion
Dept. and environmental & safety control, andGeneral Manager of Ocean Business Promotion
Akira Nishihata
Dept. of Mitsui Engineering & Shipbuilding(May 27, 1955)
Co., Ltd.
400
Oct. 2016
Director and Managing Executive Officer,
Reelection
General Manager of Corporate Planning Hq., in
Outsidecharge of Research & Development Hq. andIndependent
environmental & safety control of Mitsui
Engineering & Shipbuilding Co., Ltd.
Apr. 2017
Director and Managing Executive Officer, incharge of procurement and environmental &safety control, and General Manager ofResearch & Development Hq. of Mitsui
Engineering & Shipbuilding Co., Ltd.
Apr. 2018
Director, in charge of Technical Co-ordination
Dept. and Auditing Dept. of Mitsui E&S
Holdings Co., Ltd.
June 2021
Outside Director of the Company (current
position)[Reason for nomination as a candidate for Outside Director and expected role]
Akira Nishihata has abundant experience and broad insight relating to corporate management as he has served inpositions including Director of Mitsui E&S Holdings Co., Ltd. Expecting that he will utilize that experience and insightto provide supervision of business execution and useful advice regarding the Company’s overall management from an
independent objective standpoint, the Company has nominated him as a candidate for Outside Director.

-8-

Candidate
No.

Name
(Date of birth)

Career summary, positions and responsibilities in the Company,
and significant concurrent positions outside the Company
Apr. 1982
June 2010

June 2014

June 2016
Mamoru Tanaka(August 5, 1958)
New election
7

June 2016
June 2018

June 2020

Notes:

Joined Japanese National Railways
General Manager of Rolling Stock Department,
Shinkansen Operations Division of Central
Japan Railway Company
Corporate Officer and Director General of
Kansai Branch Office of Central Japan Railway
Company
Corporate Officer, Deputy Director General of
General Technology Division and General
Manager of Technology Planning Department,
General Technology Division of Central Japan
Railway Company
Audit & Supervisory Board Member of theCompany
Director, Corporate Executive Officer andDirector General of Shinkansen Operations
Division of Central Japan Railway Company
Executive Vice President and Representative
Director, in charge of Shinkansen andConventional Lines Operations Division and in
charge of Transportation Safety Section ofCentral Japan Railway Company (current
position)

Number of theCompany’s shares
owned

–

[Reasons for Nomination as a Director Candidate]
Mamoru Tanaka has worked at Central Japan Railway Company, primarily in operations related to technology anddevelopment of rolling stock, and he has served as Director and Corporate Executive Officer from 2018 and Executive
Vice President and Representative Director from 2020. He also has served as Audit & Supervisory Board Member of
the Company from 2016. Based on his abundant experience and broad insight concerning all aspects of technology andall aspects of business management, the Company believes he can properly fulfill the role of Director of the Company
and has nominated him as a Director candidate.
1. There is no special interest between any of the candidates and the Company.
2. Mamoru Tanaka has been serving as a person executing business at the Company’s parent company Central Japan
Railway Company for 10 years, and his position and responsibility are provided in “Career summary, positions andresponsibilities in the Company and significant concurrent positions outside the Company” above.
3. Tsutomu Saito, Atsushi Niimi and Akira Nishihata are Outside Director candidates.
4. Tsutomu Saito, Atsushi Niimi and Akira Nishihata are currently serving as Outside Directors and their terms of office asof the conclusion of this meeting will reach eight years, seven years and two years, respectively.
5. Tsutomu Saito, Atsushi Niimi and Akira Nishihata are currently serving as members of the Nomination andCompensation Committee and the special committee for important transactions, etc. with the parent company, etc.,
respectively. If Mr. Saito, Mr. Niimi and Mr. Nishihata are elected, the Company plans for them to continue to be
involved as members of the Nomination and Compensation Committee in the selection of candidates for the Company’s
officers and determination for compensation of Directors, as well as to be involved as members of the special committee
for important transactions, etc. with the parent company, etc. to discuss matters on important transactions with the parent
company, etc., taking an objective and neutral standpoint from both roles.
6. In accordance with the provisions of Article 427, paragraph (1) of the Companies Act, the Company has concluded
agreements with Tsutomu Saito, Atsushi Niimi and Akira Nishihata to limit their liability to the amount specified in
Article 425, paragraph (1) of the Companies Act. If the reelection of Mr. Saito, Mr. Niimi and Mr. Nishihata is approved,
the Company plans to continue these agreements.
7. 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. A summary of the details of the policy is presented in
the Business Report (in Japanese only). If the election of the candidates is approved, each of them will be included as aninsured in the policy. In addition, the Company plans to renew the policy with the same terms upon the next renewal.
8. Per the stipulations of the Tokyo Stock Exchange and Nagoya Stock Exchange, the Company has filed the relevant
notifications designating Tsutomu Saito, Atsushi Niimi and Akira Nishihata as independent officers. If the reelection of
Tsutomu Saito, Atsushi Niimi and Akira Nishihata is approved, the Company plans to maintain their positions as
independent officer.

-9-[Skills Matrix]
Circle marks (●) have been placed in categories for which the Company has particularly high expectations inaccordance with the knowledge, experience, and abilities of each Director candidate.
Director candidate

Corporate Finance and Sales and International
management accounting marketing
matters

Technology Manufacturing Legal affairs
andand quality
andcompliance
controldevelopment
●
●
●
●
●
●

Mamoru Tanaka●
Akira Koyasu●●●●
Minoru Tayama●●●
Michikazu Fukaya●●●
Tsutomu Saito
OutsideAtsushi Niimi
Outside●●●●Akira Nishihata
Outside●●●●Note: The matrix above does not represent the entirety of the knowledge possessed by each Director candidate.

- 10 -●●

Proposal No. 3

Election of Three Audit & Supervisory Board Members

The terms of office of current Audit & Supervisory Board Members Hiroshi Iizumi, Yuji Tomatsu and Shunichi
Usui will be expired at the conclusion of this meeting. Therefore, the Company proposes the election of three Audit& Supervisory Board Members.
The agreement of the Audit & Supervisory Board has been received for this proposal.
The candidates for Audit & Supervisory Board Member are as follows:
Candidate
Name
No.
1
Shunichi Usui
2
Hiroto Nishimura
3
Reelection
New election
OutsideIndependent

Motoji Ueda

Positions in the Company
Audit & Supervisory Board Member––

Reelection candidate for Audit & Supervisory Board Member
New candidate for Audit & Supervisory Board Member
Outside Audit & Supervisory Board Member candidate
Independent officer as stipulated in stock exchange regulations- 11 -

Candidate
attributes
Reelection
New election
New election
OutsideIndependent

Candidate
No.

Name
(Date of birth)

Career summary, position in the Company, and significant
concurrent positions outside the Company
Apr. 1989
June 2014

1

2

Number of theCompany’s shares
ownedJoined Central Japan Railway Company
General Manager of Rolling Stock
Department, Shinkansen Operations Divisionof Central Japan Railway Company
Feb. 2015
Deputy General Manager of Corporate
Planning Department of the Company
June 2015
Executive Officer and Deputy General
Manager of Corporate Planning Departmentof the Company
June 2017
Executive Officer and General Manager ofCorporate Planning Office of the Company
Shunichi Usui
(December 13, 1963)
June 2018
Managing Director and General Manager of600
Rolling Stock Division of the Company
Reelection
June 2020
Corporate Officer, Deputy Director Generalof Shinkansen Operations Division andGeneral Manager of Rolling Stock
Department of Central Japan Railway
Company
June 2022
Corporate Officer, Director General of Kansai
Branch Office, in charge of Rolling Stock
Section of Central Japan Railway Company(current position)
June 2022
Audit & Supervisory Board Member of theCompany (current position)
Reasons for Nomination as an Audit & Supervisory Board Member Candidate
Shunichi Usui has worked at Central Japan Railway Company, primarily in operations related to rolling stock
technology, and he has served as Corporate Officer, Deputy Director General of Shinkansen Operations Division
and General Manager of Rolling Stock Department from 2020. He also has served as Audit & Supervisory Board
Member of the Company from 2022. Based on his abundant experience and broad insight concerning all aspects oftechnology and business management, the Company believes he can properly fulfill the role of Audit &Supervisory Board Member of the Company and has nominated him as an Audit & Supervisory Board Member
candidate.
Apr. 1986
Joined the Company
July 2017
General Manager of Material Department,
Hiroto NishimuraTransportation Equipment and Infrastructure(March 8, 1964)–
Division of the Company
June 2021
General Manager of Procurement andNew election
Facilities Department of the Company(current position)
Reasons for Nomination as an Audit & Supervisory Board Member Candidate
Hiroto Nishimura has worked at the Company, primarily in operations related to materials, and he has served as
General Manager of Material Department, Transportation Equipment and Infrastructure Division from 2017 and as
General Manager of Procurement and Facilities Department from 2021. Based on his abundant experience andbroad insight in the Procurement and Facilities Department, the Company believes he can properly fulfill the roleof Audit & Supervisory Board Member of the Company and has nominated him as an Audit & Supervisory Board
Member candidate.

- 12 -

Candidate
No.

Name
(Date of birth)

Career summary, position in the Company, and significant
concurrent positions outside the Company
Apr. 1995

3

Notes:

Number of theCompany’s shares
ownedJoined The Tokai Bank, Limited (currently
MUFG Bank, Ltd.)
Apr. 2021
General Manager of Nagoya Corporate
Banking Division No.1, Nagoya Corporate
Banking Group of MUFG Bank, Ltd.
Motoji Ueda
June 2021
Executive Officer and General Manager of(December 8, 1972)
Nagoya Corporate Banking Division No.1,–
Nagoya Corporate Banking Group of MUFG
New election
Bank, Ltd.
OutsideApr. 2022
Executive Officer and General Manager ofIndependent
Nagoya Corporate Banking Division No.1,
Corporate Banking Group of MUFG Bank,
Ltd.
Apr. 2023
Executive Officer and Senior Superintendentof MUFG Bank, Ltd. (current position)
Reasons for Nomination as an Outside Audit & Supervisory Board Member Candidate
Motoji Ueda has served in positions such as Executive Officer and General Manager of Nagoya Corporate Banking
Division No.1, Nagoya Corporate Banking Group at MUFG Bank, Ltd. Based on his abundant experience andbroad insight concerning corporate management, finance, accounting and other areas, the Company believes he canproperly fulfill the role of Audit & Supervisory Board Member of the Company and has nominated him as an Audit& Supervisory Board Member candidate.
1. There is no special interest between any of the candidates and the Company.
2. Shunichi Usui currently serves and has served as a person executing business at the Company’s parent company Central
Japan Railway Company during the past 10 years, and his position and responsibility are provided in “Career summary,position in the Company, and significant concurrent positions outside the Company” above.
3. Motoji Ueda is an Outside Audit & Supervisory Board Member Candidate. If his election is approved, he will become
an independent officer in accordance with the provisions of the Tokyo Stock Exchange and Nagoya Stock Exchange.
4. If the election of Outside Audit & Supervisory Board Member Candidate Motoji Ueda is approved, the Company plans,in accordance with the provisions of Article 427, paragraph (1) of the Companies Act, to enter into an agreement with
him to limit his liability to the amount specified in Article 425, paragraph (1) of the Companies Act.
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. A summary of the details of the policy is presented in
the Business Report (in Japanese only). If the election of the candidates is approved, each of them will be included as aninsured in the policy. In addition, the Company plans to renew the policy with the same terms upon the next renewal.

- 13 -