(TRANSLATION FOR REFERENCE PURPOSES ONLY)
Securities code: 6118
June 11, 2020
To Our Shareholders with Voting Rights
Kimikazu Aida
Representative Director,
Chairman & President (CEO)AIDA ENGINEERING, LTD.
2-10 Ohyama-cho, Midori-ku, Sagamihara,
Kanagawa 252-5181, Japan

Notice of the 85th Ordinary General Meeting of Shareholders
Dear Shareholders:
We would like to take this opportunity to express our sincere appreciation for your support.
Please be informed that the 85th Ordinary General Meeting of Shareholders of AIDA ENGINEERING, LTD.
(hereinafter, the “Company”) to be held as described below.
As a result of careful consideration of the current coronavirus disease (COVID-19) situation, we will beholding the General Meeting of Shareholders upon conducting appropriate infection preventive measures.
We would like to ask all our shareholders to exercise your voting rights in advance in writing or via theInternet, and refrain from attending the General Meeting of Shareholders from the perspective ofpreventing the spread of the COVID-19, regardless of your physical conditions. As part of measures
preventing the spread of infection, we will cancel social gathering for our shareholders, distribution ofsouvenirs, shuttle bus service and beverages at the waiting room.
Please review the Reference Documents for the General Meeting of Shareholders provided in the following
pages and exercise your voting rights by no later than 6:00 p.m., Friday, June 26, 2020.
1. Date:
2. Place:

10:30 a.m., Monday, June 29, 2020
The conference room of the Company
2-10 Ohyama-cho, Midori-ku, Sagamihara, Kanagawa, Japan

3. Objectives of the Meeting:
Reports:
1. Report on the Business Report, Consolidated Financial Statements andNon-Consolidated Financial Statements for the 85th Fiscal Year (from April 1,
2019 to March 31, 2020)
2. Audit Reports of the Accounting Auditors and the Board of Statutory Auditorson the Consolidated Financial Statements for the 85th Fiscal Year (from April 1,
2019 to March 31, 2020)
Agenda:Proposal 1
Proposal 2
Proposal 3
Proposal 4
Proposal 5

Appropriation of Retained Earnings
Partial Amendment to Articles of Incorporation
Election of Seven (7) Directors
Election of One (1) Statutory Auditor
Election of One (1) Alternate Statutory Auditor

4. Other matters regarding this Notice(1) Among the documents to be provided in this Notice, Subscription Rights for New Shares etc. and Corporate
Systems and Policies in the Business Report, the Consolidated Statements of Changes in Net Assets, theNotes to Consolidated Financial Statements, the Non-Consolidated Statements of Changes in Net Assets,
and the Notes to Non-Consolidated Financial Statements are posted on the Company’s website(https://www.aida.co.jp) pursuant to applicable laws and regulations and Article 16 of the Articles ofIncorporation of the Company. The attached documents in this Notice are therefore parts of the Business
Report, the Consolidated Financial Statements and the Non-Consolidated Financial Statements audited by1the Statutory Auditors in the preparation of Audit Report and the Consolidated Financial Statements and theNon-Consolidated Financial Statements audited by the Accounting Auditors in the preparation of
Independent Auditor’s Report.
(2) If circumstances occur that may require changes to the Reference Documents for the General Meeting of
Shareholders, the Business Report, the Consolidated Financial Statements, and the Non-Consolidated
Financial Statements, such changes shall be posted on the Company’s website (https://www.aida.co.jp) on
the Internet.
(3) You may exercise your voting rights by proxy by having another shareholder who holds voting rights attend
the General Meeting of Shareholders on your behalf. Please note, however, that a document evidencing theauthority of proxy must be submitted.
(4) Notice of resolutions made by this General Meeting of Shareholders shall be posted on the Company’s
website, shown above, instead of by mail as in the past. Thank you for your understanding.

(Information)
 Proceedings on the day will be in Japanese. Please note that we will not provide an interpreter.

2

Reference Documents for the General Meeting of Shareholders
Proposals and references
Proposal 1-Appropriation of Retained Earnings
The Company strives to increase its corporate value and to ensure continuous growth of earnings per share bystrengthening its operation basis, improving Company quality and by carrying out its operation from a global
perspective, while recognizing that improvement of profit distribution to shareholders is one of our mostimportant management issues.
Our basic policy on dividends is to maintain stable dividends, targeting 30% or more of the consolidated dividend
payout ratio, while taking into account such matters as securing stability of the business base and maintaining
internal reserves for growth investment in the future.
Based on the above policy, for the fiscal year under review, the Company will pay an ordinary dividend of ¥30 per
share.
Matters relating to year-end dividends(1) Category of dividend assets
Cash(2) Matters relating to the allocation of dividend assets and the total amount of such allocation¥30 per share of the Company’s common stock
Total payment: ¥1,889,116,650(3) Date on which the dividend of retained earnings shall take effectJune 30, 20203

Proposal 2- Partial Amendment to Articles of Incorporation
1. Reasons for Amendment to Articles of Incorporation
In order to allow for, among others, the distribution of surplus to be made also by a resolution of the Board of
Directors, Article 40 (Decision-Making Body for Distribution of Surplus, etc.), Article 41 (Record Date ofDistribution of Surplus) and Article 42 (Limitation Period for Dividends) of the proposed amendment will be
newly established, and Article 40 of the current Articles of Incorporation, which is overlapped by Article 41 andArticle 42 of the proposed amendment, will be deleted, enabling, among others, a distribution of surplus to bemade flexibly without a resolution of a general meeting of shareholders even in the case where it is difficult tohold an ordinary general meeting of shareholders.
Please note that even under the proposed amendment to Articles of Incorporation, a distribution of surplus may be
still made by a resolution of a general meeting of shareholders.
2. Details of Amendments to Articles of Incorporation
The amendments to the Articles of Incorporation are as follows:

Current Articles of Incorporation
Articles 1 to 38 (omitted)(Amendments are underlined)
Proposed Amendments
Articles 1 to 38 (remain as currently provided)

Chapter VI Accounting(Fiscal Term)
Article 39 (omitted)

Chapter VI Accounting(Fiscal Term)
Article 39 (remain as currently provided)(Newly established)

Article 40. (Decision-Making Body for Distribution of
Surplus, etc.)
Except as otherwise provided for by law, theCompany may determine a distribution of surplus andother matters prescribed under each item of Paragraph
1 of Article 459 of the Companies Act by resolutionof the board of directors.

(Newly established)

Article 41. (Record Date of Distribution of Surplus)
The record date for the year-end dividends of theCompany shall be March 31 of each year.

(Newly established)

Article 42. Limitation Period for Dividends
Where cash dividends have not been received after
three (3) full years from the date of commencement of
payment thereof, the Company shall be relieved of its
obligation to make that payment.

Article 40. (Distribution of Surplus)
1. Distribution of surplus shall be made each year
to shareholders appearing in the latest register ofshareholders as of the 31st day of March or to
the pledgees of shares recorded as of the samedate, by a resolution of a general meeting ofshareholders.
2. If a distribution of surplus in the preceding
paragraph is not received after three (3) fullyears from the date of commencement of
payment thereof, the Company shall be relievedof its obligation to make that payment.

(Deleted)

Articles 41 to 42 (omitted)

Articles 43 to 44 (remain as currently provided)(Deleted)4

Proposal 3-Election of Seven (7) Directors
The terms of office of all eight (8) Directors (of which, three (3) are Outside Directors) will expire at theconclusion of this General Meeting of Shareholders. Accordingly, it is proposed to elect seven (7) Directors (ofwhich, three (3) are Outside Directors), reviewing the management structure.
If this Proposal is approved in its current form, the proportion of Independent Outside Directors in the Board of
Directors will be greater than one third.
The candidates for Directors are listed below.
Current positions and duties at theName
Candidate attributeNo.
Company
Representative Director, Chairman &President (CEO)Candidate for re-election
1 Kimikazu Aida
Division Manager, Research andDevelopment Headquarters
Representative Director, Executive Vice
President and Chief Operating Officer
Candidate for re-election
2 Toshihiko Suzuki(COO)
Division Manager, Sales Headquarters
Division Manager, Production Headquarters
3
4

Yap Teck Meng

Director, Managing Executive Officer

Candidate for re-election

Hiromitsu Ugawa

Managing Executive Officer
Division Manager, General Administration
Headquarters

New candidate

5

Kimio Oiso

Director

6

Hirofumi Gomi

Director

7

Jiro Makino

Director

Candidate for re-election
Outside Director
Independent Director
Candidate for re-election
Outside Director
Independent Director
Candidate for re-election
Outside Director
Independent Director

5

No.

Name
(Date of birth)
Candidate forre-election

1

2

Brief personal history, position, duties andconcurrent holding of important positions

Joined AIDA ENGINEERING, LTD.
Director
Representative Director (current position)
President (current position)
Chief Executive Officer (CEO)Kimikazu Aida
(current position)(December 13, 1951) October 2011 Division Manager, Research & Development
Headquarters (current position)
June
2018 Chairman (current position)<Concurrent holding of important positions>
Chairman, AIDA AMERICA CORP.
Chairman, AIDA S.r.l.
< Reasons for electing the candidate for Director>
Kimikazu Aida has led global strategies and development of new products as
Representative Director since 1989, and has been contributing to rapid expansion ofbusiness up to the present time. He has abundant experience and knowledge as a manager
and we judge that he is the right person for realization of sustainable improvement ofcorporate value. Based on the above, the Company requests his re-election as Director to
make good use of his experience and knowledge for management of the Company andfurther enhancement of the decision-making and supervisory functions of the Board of
Directors.
Candidate for
December 2011 Joined AIDA ENGINEERING, LTD.
re-electionJune2014 Operating OfficerMay2015 Division Manager, Engineering Headquarters
June
2015 DirectorJune2017 Managing Executive Officer
Division Manager, Sales Headquarters
June
2018 Senior Managing Executive Officer
Toshihiko Suzuki October 2018 Division Manager, Sales & Customer Service
Headquarters(August 28, 1961)
April
2020 Representative Director (current position)
Executive Vice President and Chief Operating
Officer (COO) (current position)
Division Manager, Sales Headquarters
Division Manager, Production Headquarters(current position)<Concurrent holding of important positions>
Chairman, REJ Co., Ltd.
< Reasons for electing the candidate for Director>
In addition to the engineering division, Toshihiko Suzuki has also engaged in sales,customer service and overseas operations. He is well versed in the entire business of theCompany, and has abundant experience and broad knowledge. He is currently serving as
Executive Vice President and Chief Operating Officer, assisting the supervision of thebusiness management of the entire Consolidated Group, and we judge that he isindispensable to management of the Company. Based on the above, the Company
requests his re-election as Director to make good use of his experience and knowledge
for management of the Company and further enhancement of the decision-making andsupervisory functions of the Board of Directors.

Number of theCompany’s
shares held

December 1976
June
1982
September 1989
April
1992
April
2001

6

1,446,515

6,870

No.

Name
(Date of birth)

Joined AIDA MANUFACTURING(MALAYSIA) SDN.BHD. (currently AIDAENGINEERING (M) SDN. BHD.)
November 2007 Operating Officer, AIDA ENGINEERING,
LTD.
June
2010 Managing Executive Officer
June2013 Director (current position)
Yap Teck Meng
Executive Officer(September 4, 1962) June2014 Managing Executive Officer (current
position)<Concurrent holdings of important positions>
Chairman and Managing Director, AIDA GREATER ASIA PTE.
LTD.
Chairman, AIDA ENGINEERING (M) SDN. BHD.
Chairman, AIDA ENGINEERING CHINA CO., LTD.
Chairman, AIDA PRESS MACHINERY SYSTEMS CO., LTD.
< Reasons for electing the candidate for Director>
Yap Teck Meng has assumed management for many years as the top of Asian regional
subsidiaries of the Consolidated Group, and currently assists the supervision of the sales
division of the entire Consolidated Group and supervises the management of the Group’sbusinesses in South East Asia and China as Managing Executive Officer of theCompany. He has abundant experience and knowledge concerning operations in generaland management of the Company. To make good use of such experience and knowledge
for management of the Company and further enhancement of the decision-making andsupervisory functions of the Board of Directors, the Company requests his re-election as
Director.

Candidate forre-election

3

Brief personal history, position, duties andconcurrent holding of important positions
June

Number of theCompany’s
shares held

1996

7

0

No.

Name
(Date of birth)
New Candidate

4

Brief personal history, position, duties andconcurrent holding of important positions
April

Number of theCompany’s
shares held

1984

Joined The Fuji Bank, Limited (currently
Mizuho Bank, Ltd.)
February 2012 General Manager, Agent Business Office,Investment Business Administration
Department, Mizuho Corporate Bank, Ltd.
(currently Mizuho Bank, Ltd.)
April
2014 Joined AIDA ENGINEERING, LTD.
General Manager, Finance & Accounting
Hiromitsu Ugawa
Department, General Administration(December 13, 1961)
Headquarters
March
2015 Deputy Division Manager, General
Administration Headquarters
June
2016 Operating Officer
Division Manager, General Administration
Headquarters (current position)
June
2018 Managing Executive Officer (current
position)<Concurrent holdings of important positions>Not applicable< Reasons for electing the candidate for Director>
In addition to finance and accounting, Hiromitsu Ugawa has participated in overall
administrative work including IR, general affairs, human resources, cost management,
system in the administration division since joining the Company in 2014, and currently
supervises the administration division as Managing Executive Officer and Division
Manager, General Administration Headquarters. In addition, through his long years ofservice at financial institutions, he has extensive knowledge on finance and financial
matters, as well as abundant experience on international business, investment banking
business, and risk management. To make good use of such experience and knowledge formanagement of the Company and further enhancement of the decision-making andsupervisory functions of the Board of Directors, the Company requests his election as
Director.

8

1,946

No.

Name
(Date of birth)
Candidate forJulyre-election
Outside Director
Independent Director July

5

Brief personal history, position, duties andconcurrent holding of important positions

Number of theCompany’s
shares held

2000

Statutory Auditor, The Dai-ichi Mutual Life
Insurance Company (currently Dai-ichi Life
Insurance Company, Ltd.)
2007 Representative Director and Senior Executive
Officer, The Dai-ichi Mutual Life Insurance
CompanyJune2008 Statutory Auditor, AIDA ENGINEERING,
LTD.
Kimio Oiso
April2010 Director, The Dai-ichi Life Insurance(October 8, 1946)
Company, Ltd.
2010 Retired (resigned) from Director, The
Board of Directors’ June
Dai-ichi Life Insurance Company, Ltd.
meeting attendance2010 President, The Cardiovascular Instituteduring the fiscal year July
June
2012 Director, AIDA ENGINEERING, LTD.
ended March 31,(current position)2020 - 100% (all 12<Concurrent holding of important positions>
meetings)
Not applicable< Reasons for electing the candidate for Outside Director>
Kimio Oiso has abundant experience and knowledge as a manager at a life insurancecompany and has been providing advice and suggestions useful for management of theCompany from an independent and objective point of view. For reasons mentioned
above, the Company judges that he is suitable as Outside Director of the Company andrequests his re-election as Outside Director.

9

8,351

No.

Name
(Date of birth)
Candidate for
April
re-election
July
Outside Director
Independent Director June

1998

July

2000

July

2001

July

2002

Hirofumi Gomi
(May 13, 1949)

6

Brief personal history, position, duties andconcurrent holding of important positions
1972
1996

July
2004
July
2007
November 2009

Board of Directors’
meeting attendance
during the fiscal year June
ended March 31,
2020 - 100% (all 12 January
Februarymeetings)

Number of theCompany’s
shares held

Joined the Ministry of FinanceDirector of the Research Division, Banking
Bureau, Ministry of FinanceDirector-General, Inspection Department,
Financial Supervisory Agency (currently
Financial Services Agency)
Secretary-General, Executive Bureau,
Securities and Exchange SurveillanceCommission, Financial Services Agency
Director-General, Inspection Bureau,
Financial Services Agency
Director-General, Supervisory Bureau,
Financial Services Agency
Commissioner, Financial Services Agency
Resigned Financial Services Agency
Visiting Professor, Aoyama Gakuin
University (current position)

2011

Auditor, MIROKU JYOHO SERVICE CO.,LTD.
2014 Advisor, NISHIMURA & ASAHI
2015 Senior Advisor, THE BOSTON
CONSULTING GROUP (current position)June
2015 Director, AIDA ENGINEERING, LTD.
(current position)
June
2016 Director, Infoteria Corporation (currently
Asteria Corporation) (current position)
Director, MIROKU JYOHO SERVICE CO.,LTD. (current position)
June
2017 Director, SBI Holdings, Inc.
June
2019 Director, ZUU Co., Ltd. (current position)<Concurrent holding of important positions>Not applicable< Reasons for electing the candidate for Outside Director>
Hirofumi Gomi has abundant experience and advanced expertise acquired through his
participation in the financial administration of the country as Commissioner of the
Financial Services Agency, etc. and has been providing advice and suggestions useful for
management of the Company from an independent and objective point of view. He hasabundant experience in corporate management as an outside director or outside auditor ofother companies, and the Company judges that he is suitable as Outside Director of theCompany and requests his re-election as Outside Director.

10

0

No.

Name
(Date of birth)

Brief personal history, position, duties andconcurrent holding of important positions

December 1967
Candidate forre-election
May
1974
Outside Director
March
1977
Independent Director
July
1978
June

1979

October

1982

June

1985

Board of Directors’ May
meeting attendance
during the fiscal year June
ended March 31,
2020 - 100% (all 9
June
meetings after
assuming office onJune 26, 2019)
June

1997

Jiro Makino(September 10, 1939)

7

Number of theCompany’s
shares held

Joined Makino Milling Machine Co., Ltd.
Director, Makino Milling Machine Co., Ltd.
Director, Executive Manager, Sales Division,
Makino Milling Machine Co., Ltd.
Vice President, Director, Makino Milling
Machine Co., Ltd.
Executive Manager, Makino Milling MachineCo., Ltd.
Executive Vice President, General Manager
of Engineering Division, Makino Milling
Machine Co., Ltd.
President & Representative Director, Makino
Milling Machine Co., Ltd.
Vice Chairman, Japan Machine Tool
Builders’ Association (JMTBA)

2006

Director, TOKYO OHKA KOGYO CO.,LTD.
2016 Retired (resigned) as President &Representative Director, Makino Milling
Machine Co., Ltd.
2019
Director, AIDA ENGINEERING, LTD.
(current position)<Concurrent holding of important positions>Not applicable< Reasons for electing the candidate for Outside Director>
Jiro Makino has a thorough understanding of the machine tool business, as well as
abundant experience and knowledge in the management of a publicly listed company,
acquired through many years of service as President & Representative Director of
Makino Milling Machine Co., Ltd. He has been providing advice and suggestions usefulfor management of the Company from an independent and objective point of view. The
Company judges that he is suitable as Outside Director of the Company and requests his
re-election as Outside Director.

5,868(Note) 1. There is no special interest between the above candidates and the Company.
2. The number of the Company’s shares each candidate holds is shown including shares of stock in
Officer’s Shareholding Association.
3. Kimio Oiso, Hirofumi Gomi and Jiro Makino are candidates for Outside Director as stipulated in
Article 2, Paragraph 3, Item 7 of the Ordinance for Enforcement of the Companies Act.
4. The Company designated Kimio Oiso, Hirofumi Gomi and Jiro Makino as Independent Directors as
defined by Tokyo Stock Exchange, Inc., and registered them with the Tokyo Stock Exchange as
Independent Directors. If the re-election of all Kimio Oiso, Hirofumi Gomi and Jiro Makino isapproved at this General Meeting of Shareholders, the Company will re-designate them as
Independent Directors.
5. The term of office of Kimio Oiso as Outside Director is eight (8) years at the closing of this General
Meeting of Shareholders, the term of office of Hirofumi Gomi as Outside Director is five (5) years at
the closing of this General Meeting of Shareholders, and the term of office of Jiro Makino as Outside
Director is one (1) year at the closing of this General Meeting of Shareholders.
6. Pursuant to the Articles of Incorporation, the Company has entered into contracts with Kimio Oiso,
Hirofumi Gomi and Jiro Makino, which provide that the liability for damages stipulated in Article 423,
Paragraph 1 of the Companies Act shall be up to the minimum liability amount specified in each itemof Article 425, Paragraph 1 of the same law. If the re-election of all Kimio Oiso, Hirofumi Gomi and
11Jiro Makino is approved at this General Meeting of Shareholders, the Company will continue theaforementioned liability limitation contracts with them.

Proposal 4-Election of One (1) Statutory Auditor
The term of office of one (1) Statutory Auditor Hiroshi Kanai will expire at the conclusion of this General
Meeting of Shareholders. Accordingly, it is proposed to elect one (1) Statutory Auditor.
The Company has already obtained the consent of the Board of Statutory Auditors with respect to the submissionof this proposal.
The candidate for Statutory Auditor is shown below.
Number of the
Name
Brief personal history, position andCompany’s(Date of birth)concurrent holding of important positions
shares held
New Candidate
April
1983 Joined The Dai-ichi Mutual Life Insurance
Outside Auditor
Company (currently Dai-ichi Life Insurance
Independent Auditor
Company, Ltd.)
April
2004 General Manager, Profit Management
Department, The Dai-ichi Mutual Life
Insurance Company
April2010 General Manager, Corporate Finance
Department, The Dai-ichi Life Insurance
Fusakazu Kondo
Company, Ltd.
(November 17, 1960) June2012 Senior Audit and Supervisory Board Member(Full-Time), The Dai-ichi Life Insurance
Company, Ltd.
October 2016 Director (Audit and Supervisory Committee
0Member (Full-Time)), Dai-ichi Life
Holdings, Inc. (current position)<Concurrent holding of important positions>
Director (Audit and Supervisory Committee Member(Full-Time)), Dai-ichi Life Holdings, Inc.
<Reasons for electing the candidate for Outside Statutory Auditor>
Fusakazu Kondo has participated mainly in finance-related businesses at a life insurancecompany, as well as engaged in auditing work as a Senior Audit and Supervisory Board
Member (Full-Time) and an Audit and Supervisory Committee Member (Full-Time) at thesaid company. The Company expects him to utilize his abundant experience and knowledge
in these fields to oversee the execution of duties by Directors and executors of business froman independent and objective point of view, and requests his new election as Outside
Statutory Auditor.
(Note) 1. There is no special interest between the above candidate and the Company.
2. Fusakazu Kondo is a candidate for Outside Statutory Auditor as stipulated in Article 2, Paragraph 3,
Item 8 of the Ordinance for Enforcement of the Companies Act.
3. Fusakazu Kondo satisfies the requirement as an Independent Statutory Auditor as defined by Tokyo
Stock Exchange. If the election of Fusakazu Kondo is approved, the Company will register him with
the Tokyo Stock Exchange as an Independent Statutory Auditor.
4. If the election of Fusakazu Kondo as Statutory Auditor is approved, pursuant to the Articles ofIncorporation, the Company will entered into a contract with Fusakazu Kondo, which provides that theliability for damages stipulated in Article 423, Paragraph 1 of the Companies Act shall be up to theminimum liability amount specified in each item of Article 425, Paragraph 1 of the same law.

12

Proposal 5-Election of One (1) Alternate Statutory Auditor
To prepare for a contingency in which the Company does not have the number of Statutory Auditors required bylaws and regulations, it is proposed to elect one (1) Alternate Statutory Auditor.
The election of the aforementioned Alternate Statutory Auditor may be cancelled by the resolution of the Board of
Directors, provided such cancellation is done prior to the assumption of office and with the consent of the Boardof Statutory Auditors.
Therefore, we have obtained the consent of the Board of Statutory Auditors with respect to the submission of this
proposal.
The candidate for Alternate Statutory Auditor is shown below.
Number of the
Name
Brief personal history, position andCompany’s(Date of birth)concurrent holding of important positions
shares held
Outside Auditor
April1995 Registered as an attorney-at-law (Daini
Independent Auditor
Tokyo Bar Association)
Joined Nozomi Sogo Attorneys at Law(current position)
April
2012
Lecturer, Legal Training and Research
Takafumi Kiyonaga
Institute of the Supreme Court of Japan (until(October 19, 1967)
March 2015)
April
2017 Specially Appointed Professor, Rikkyo Law
School (current position)
0<Concurrent holding of important positions>
Attorney-at-law<Reasons for electing the candidate for Alternate Statutory Auditor>
Although Takafumi Kiyonaga has never been involved directly in corporate management, he
has abundant experience and advanced expertise as an attorney. The Company expects that
he would utilize his experience and knowledge to oversee the execution of duties byDirectors and executors of business from an independent and objective point of view, andrequests his new election as Alternate Statutory Auditor.
(Note) 1. There is no special interest between the above candidate and the Company.
2. Takafumi Kiyonaga satisfies the requirement as an Independent Statutory Auditor as defined by
Tokyo Stock Exchange. If Takafumi Kiyonaga assumes office as Outside Statutory Auditor, theCompany will register him with the Tokyo Stock Exchange as an Independent Statutory Auditor.
3. If Takafumi Kiyonaga assumes office as Outside Statutory Auditor, pursuant to the Articles ofIncorporation, the Company will entered into a contract with Takafumi Kiyonaga, which provides thatthe liability for damages stipulated in Article 423, Paragraph 1 of the Companies Act shall be up to theminimum liability amount specified in each item of Article 425, Paragraph 1 of the same law.

13

(Reference) Independence Criteria for Outside Officers
The Company has stipulated the criteria for the independence of Outside Officers as follows for the determinationof their independence.
In principle, a person who does not fall under any of the following items at present or within the past three years(1) A party whose major business partner is the Company, or an executor of business thereof if the party is a
corporation, etc.
(2) A major business partner of the Company, or an executor of business thereof if the party is a corporation, etc.
(3) A consultant, accounting specialist or legal specialist who receives a significant amount of money or otherproperty from the Company other than the compensation from the Company as an Outside Officer.
(4) An employee, etc. of the consulting firm, accounting office or law firm, etc. whose major business partner isthe Company(5) A party who receives a significant amount of donation, etc. from the Company, or an executor of businessthereof if the party is a corporation, etc.
(6) A major shareholder (a party who holds more than 10% of the total voting rights) of the Company, or an
executor of business thereof if the party is a corporation, etc.
(7) A close relative of the following (excluding insignificant person)
A. A person who falls under (1) to (6) described above
B. A Director, Statutory Auditor, Operating Officer or important employee of the Company or its subsidiary

End of document14