(TRANSLATION FOR REFERENCE PURPOSES ONLY)
Securities code: 6118
June 3, 2022
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 87th 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 87th Ordinary General Meeting of Shareholders of AIDA ENGINEERING, LTD.
(hereinafter, the “Company”) to be held as described below.
In lieu of attending in person on the day of the General Meeting of Shareholders, you can exercise your voting
rights in advance via the Internet or postal mail. 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 24, 2022.
1. Date/Time:
2. Place:

10:30 a.m., Monday, June 27, 2022
The conference room of the Company
2-10 Ohyama-cho, Midori-ku, Sagamihara, Kanagawa, Japan

3. Objectives of the Meeting:
Reports:
1. Business Report, Consolidated Financial Statements and Non-Consolidated
Financial Statements for the 87th Fiscal Year (from April 1, 2021 to March 31,
2022)
2. Audit Reports of the Accounting Auditors and the Board of Statutory Auditorson the Consolidated Financial Statements for the 87th Fiscal Year (from April 1,
2021 to March 31, 2022)
Agenda:Proposal 1
Proposal 2
Proposal 3
Proposal 4
Proposal 5

Appropriation of Retained Earnings
Partial Amendments to the Articles of Incorporation
Election of Seven (7) Directors
Election of One (1) Statutory Auditor
Continuation of Policy toward a Large-scale Purchase (Take-over Defense
Measures)

4. Other matters regarding this Notice(1) Among the documents to be provided in this Notice, Corporate Systems and Policies in the Business Report,
the Consolidated Statements of Changes in Net Assets, the Notes to Consolidated Financial Statements, theNon-Consolidated Statements of Changes in Net Assets, and the Notes to Non-Consolidated Financial
Statements are posted on the Company’s website pursuant to applicable laws and regulations and Article 16of the Articles of Incorporation of the Company, and thus are not included in the documents attached to thisNotice. The attached documents in this Notice are therefore parts of the Business Report, the Consolidated
Financial Statements and the Non-Consolidated Financial Statements audited by the Statutory Auditors in
the preparation of Audit Report and the Consolidated Financial Statements, and the Non-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 on the Internet.
1

(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. If you do so, however, please note that you are requested
to submit a document evidencing the authority of proxy (a power of attorney and your voting form to be usedby the proxy to exercise your voting rights) at the reception of the venue.
(4) Notice of resolutions made by this General Meeting of Shareholders shall be posted on the Company’s
website. Thank you for your understanding.

The Company’s website: https://www.aida.co.jp(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
Our basic policy regarding shareholder return is to continue to provide stable returns to shareholders by aiming tomaintain a consolidated dividend payout ratio of 40% while at the same time assuring a strong management andfinancial foundation, and investments for future growth. This is consistent with our management policy to “Achievesustainable growth together with our stakeholders.”
The Company will pay an ordinary dividend of ¥25 per share (the consolidated dividend payout ratio: 166.5%) tomaintain stable dividend payment.
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¥25 per share of the Company’s common stock
Total payment: ¥1,601,207,075(3) Date on which the dividend of retained earnings shall take effectJune 28, 2022

3

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 a system for electronic provision of materials for General
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 for the
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 of matters to
be included in the paper documents to be delivered to shareholders who have requested it.
(3) The provisions related to the Disclosure of Reference Materials for a General Meeting of Shareholders on theInternet (Article 16 of the current Articles of Incorporation) will become unnecessary and will therefore bedeleted.
(4) In line with the above establishment and deletion of the provisions, Supplementary Provisions related to theeffective date, etc. shall be established.
2. Details of amendments
The details of the amendments are as follows.
(Amended parts are underlined.)
Proposed Amendments

Current Articles of Incorporation(Disclosure of Reference Materials for a General
Meeting of Shareholders on the Internet)
Article 16. In convening a general meeting ofshareholders, the Company may disclose
information that shall be available in thereference materials for a general meeting ofshareholders, business reports, financial
statements, and consolidated financial
statements, on the Internet, in compliance withthe requirements stipulated by the Ordinance ofthe Ministry of Justice.

<Deleted><Newly established>(Measures for Electronic Provision, etc.)
Article 16. The Company shall, when convening a
General Meeting of Shareholders, provide
information contained in the reference documents
for the General Meeting of Shareholders, etc.
electronically.
2. Among the matters to be provided electronically,
the Company may choose not to include all orpart of the matters stipulated in the Ordinance ofthe Ministry of Justice in the paper documents to
be delivered to shareholders who have requested
it by the record date for voting rights.

4Current Articles of Incorporation<Newly established>

Proposed Amendments(Supplementary Provisions)
1. The deletion of Article 16 (Disclosure ofReference Materials for a General Meeting of
Shareholders on the Internet) of the current
Articles of Incorporation and the amendments by
establishing the proposed Article 16 (Measuresfor Electronic Provision, etc.) shall come into
effect on September 1, 2022, which is the date ofenforcement of the amended provisions stipulated
in the proviso of Article 1 of the supplementaryprovisions of the Act Partially Amending theCompanies Act (Act No. 70 of 2019) (the“Effective Date”).
2. Notwithstanding the provisions of the preceding
paragraph, Article 16 (Disclosure of Reference
Materials for a General Meeting of Shareholders
on the Internet) of the current Articles ofIncorporation shall remain effective with respect
to a General Meeting of Shareholders to be held
on a date within six (6) months from the EffectiveDate.
3. These supplementary provisions shall be deleted
after the lapse of six (6) months from the
Effective Date or lapse of three (3) months fromthe date of the General Meeting of Shareholders
set forth in the preceding paragraph, whichever islater.

5

Proposal 3-Election of Seven (7) Directors
The terms of office of all seven (7) 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).
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 theNo.
Name
Candidate attribute
Company
Representative Director, Chairman &President (CEO)1 Kimikazu Aida
Candidate for re-election
Division Manager, Research &Development 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

Director, Operating Officer
Division Manager, General Administration
Headquarters

Candidate for re-election

5

Hirofumi Gomi

Director

6

Mikio Mochizuki

Director

7

Isao Iguchi

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

6

No.

Name
(Date of birth)

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

December 1976
June
1982
September 1989
Kimikazu Aida
April
1992
(December 13, 1951) April
2001

1

2

Joined AIDA ENGINEERING, LTD.
Director
Representative Director (current position)
President (current position)
Chief Executive Officer (CEO)(current position)[Candidate for re-election] 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 the Company’s global strategies and development of new products
for 32 years since he assumed office of Representative Director in 1989, and has been
contributing to the Company’s business expansion and development up to the present time.
He has abundant experience, broad knowledge, and leadership as a manager and we judge
that he is the right person for realization of sustainable improvement of corporate value.
Based on the above, the Company requests his re-election as Director.
December 2011 Joined AIDA ENGINEERING, LTD.
June
2014 Operating OfficerMay2015 Division Manager, Engineering Headquarters
June
2015 DirectorJune2017 Managing Executive Officer
Division Manager, Sales Headquarters
Toshihiko Suzuki
2018 Senior Managing Executive Officer(August 28, 1961) June
October 2018 Division Manager, Sales & Customer Service
Headquarters[Candidate for re-election]
April
2020 Representative Director (current position)
Executive Vice President (current position)
Chief Operating Officer (COO) (current
position)
Division Manager, Sales Headquarters(current position)
Division Manager, Production Headquarters(current position)<Concurrent holding of important positions>
Chairman, REJ Co., Ltd.
Vice Chairman, AIDA AMERICA CORP.
<Reasons for electing the candidate for Director>
In addition to the engineering division, Toshihiko Suzuki has also engaged in sales andcustomer service. He is well versed in the entire business of the Company, and hasabundant experience and broad knowledge, including working overseas. He is currently
serving as Executive Vice President and Chief Operating Officer, assisting the supervisionof the business management and controlling sales and engineering functions of the entire
Group, and we judge that he is the right person for realization of sustainable improvementof corporate value. Based on the above, the Company requests his re-election as Director.

Number of theCompany’s
shares held

7

1,447,440

10,102No.

Name(Date of birth)

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

3

Joined AIDA MANUFACTURING(MALAYSIA) SDN.BHD. (currently AIDAENGINEERING (M) SDN. BHD.)
November 2007 Operating Officer, AIDA ENGINEERING,LTD.
Yap Teck Meng
June
2010 Managing Executive Officer(September 4, 1962) June2013 Director (current position)
Executive Officer[Candidate for re-election]June
2014 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 and Managing Director, AIDA ENGINEERINGCHINA 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 Group and has abundant experience and knowledge concerning
operations in general and management of the Company. He currently assists thesupervision of the sales and service business of the entire Group, and supervises theGroup’s businesses in South East Asia and China as Managing Executive Officer of theCompany as well, and we judge that he is the right person for realization of sustainableimprovement of corporate value. Based on the above, the Company requests his re-election
as Director.

Number of theCompany’s
shares held

1996

8

0

No.

Name
(Date of birth)

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

4

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.)
Hiromitsu Ugawa April
2014 Joined AIDA ENGINEERING, LTD.
(December 13, 1961)
General Manager, Finance & Accounting
Department, General Administration[Candidate for re-election]
Headquarters
March
2015 Deputy Division Manager, General
Administration Headquarters
June
2016 Operating Officer
Division Manager, General Administration
Headquarters (current position)
June
2018 Managing Executive OfficerJune2020 Director, Operating 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 since joining the Company in 2014, and currently supervises the administration
division as Operating Officer and Division Manager, General Administration
Headquarters. In addition, he has extensive knowledge on finance and financial matters
gained through his long years of service at financial institutions as well as abundant
experience on overseas business, investment banking business, and risk management, andwe judge that he is the right person for realization of sustainable improvement of corporate
value. Based on the above, the Company requests his re-election as Director.

Number of theCompany’s
shares held

1984

9

8,783

No.

Name
(Date of birth)

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

1972
1996

June

1998

Hirofumi Gomi
(May 13, 1949)

July

2000

[Candidate for re-election]

July

2001

July

2002

[Outside Director][Independent Director]

Board of Directors’
meeting attendance
during the fiscal year
ended March 31, 2022 92% (12 out of 13
meetings)

5

July
2004
July
2007
November 2009
January
February

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)

2014
2015

Advisor, NISHIMURA & ASAHI
Senior Advisor, THE BOSTON
CONSULTING GROUP
June
2015 Outside Director, AIDA ENGINEERING,
LTD. (current position)
June
2016 Outside Director, Infoteria Corporation(currently Asteria Corporation) (current
position)
Outside Director, MIROKU JYOHOSERVICE CO., LTD. (current position)
June
2017 Outside Director, SBI Holdings, Inc.
June
2019 Outside Director, ZUU Co., Ltd. (current
position)June2020 Outside Director, THE FUKUSHIMABANK, LTD.
February 2022 Chairman of the Board, Shinsei Bank,
Limited (current position)<Concurrent holding of important positions>
Chairman of the Board, Shinsei Bank, Limited<Reasons for electing the candidate for Outside Director and the overview of expectedroles>
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. He has abundant experience in corporate management ofother multiple companies, including as a director and chairman of a private sector financial
institution and as an outside officer, which he has utilized for the Company’s management,
and has played appropriate managerial roles such as supervising management from an
independent and objective point of view. Based on the above, the Company judges that heis suitable as Outside Director of the Company and expects him to continue playing theabove-mentioned roles. Therefore, the Company requests his re-election as Outside
Director.

10

0

No.

Name
(Date of birth)

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

6

Joined Ishikawajima-Harima Heavy
Industries Co., Ltd. (currently IHI
Corporation)
April
2011 Executive Officer, IHI Corporation
President and CEO, IHI INC. (Regional
Headquarter for the Americas)
Mikio Mochizuki April
2014 Managing Executive Officer, General(July 8, 1954)
Manager of Finance & Accounting Division,
IHI Corporation[Candidate for re-election] June
2016 Director, Managing Executive Officer,[Outside Director]
General Manager of Finance & Accounting[Independent Director]
Division, IHI Corporation
April
2017 Director, Managing Executive Officer,
Board of Directors’
President of Industrial Systems and Generalmeeting attendance
Purpose Machinery Business Area, IHI
during the fiscal year
Corporation
ended March 31, 2022 - April
2018 Director, IHI Corporation
100% (10 out of 10
June2018 Adviser, IHI Corporation (resigned in June
meetings)
2021)(After assuming office June
2021 Outside Director, AIDA ENGINEERING,
on June 28, 2021)
LTD. (current position)<Concurrent holding of important positions>Not applicable<Reasons for electing the candidate for Outside Director and the overview of expectedroles>
Mikio Mochizuki has acquired abundant experience and broad knowledge in the industrial
machinery business including the press machine business as well as insights into corporate
management, through his career at IHI Corporation as President and CEO of Regional
Headquarter for the Americas, Director, Managing Executive Officer, General Manager ofFinance & Accounting Division, and Director responsible for Industrial Systems andGeneral-Purpose Machinery Business Area, and he has been providing advice andsuggestions useful for management of the Company. He has been utilizing these for theCompany’s management and supervising management from an independent and objective
point of view. Based on the above, the Company judges that he is suitable as Outside
Director of the Company and expects him to continue playing the above-mentioned roles.
Therefore, the Company requests his re-election as Outside Director.
He had served until June 2018 as Director of IHI Corporation, one of the Company’sbusiness partners, but for the fiscal year ended March 31, 2022, the transaction amountbetween the Company and IHI Corporation is immaterial, as the Company’s sales to IHI
Corporation and purchases from IHI Corporation each comprised less than 1% of theCompany’s consolidated net sales. Therefore, the Company judges that there is no risk of
a conflict of interest with ordinary shareholders and no impact on independence.

Number of theCompany’s
shares held

1978

11

134

No.

Name
(Date of birth)

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

7

Joined Mitsubishi Electric Corporation
Corporate Executive, General Manager,
Industrial Products Marketing Division,
Factory Automation Systems Group,
Mitsubishi Electric Corporation
Isao Iguchi
April2010 Corporate Executive, Senior General(September 3, 1954)
Manager, Chubu Branch Office, Mitsubishi
Electric Corporation[Candidate for re-election] April
2012 Executive Officer, Vice President, Corporate[Outside Director]
Marketing Group, Mitsubishi Electric[Independent Director]
Corporation
April
2016 Senior Vice President, Group President,
Board of Directors’
Automotive Equipment Group,
meeting attendance
Deputy Senior General Manager, ITS
during the fiscal year
Business Development Group, Mitsubishi
ended March 31, 2022 Electric Corporation
100% (10 out of 10
April
2019 Senior Corporate Adviser, Mitsubishi Electric
meetings)
Corporation (resigned in March 2022)(After assuming office June
2021 Outside Director, AIDA ENGINEERING,
on June 28, 2021)
LTD. (current position)<Concurrent holding of important positions>Not applicable<Reasons for electing the candidate for Outside Director and the overview of expectedroles>
Isao Iguchi has acquired abundant experience and broad knowledge in the automatic
machines and factory automation businesses, on which the Company focuses, as well as
insights into corporate management, through his career at Mitsubishi Electric Corporation
as Corporate Executive and General Manager of Industrial Products Marketing Divisionof Factory Automation Systems Group, Executive Officer and Vice President of Corporate
Marketing Group, and Senior Vice President and Group President of Automotive
Equipment Group, and he has been providing advice and suggestions useful for
management of the Company. He has been utilizing these for the Company’s management
and supervising management from an independent and objective point of view. Based on
the above, the Company judges that he is suitable as Outside Director of the Company andexpects him to continue playing the above-mentioned roles. Therefore, the Company
requests his re-election as Outside Director.
He had served until March 2019 as Senior Vice President of Mitsubishi Electric
Corporation, one of the Company’s business partners, but for the fiscal year ended March
31, 2022, the transaction amount between the Company and Mitsubishi Electric
Corporation is immaterial, as the Company’s sales to Mitsubishi Electric Corporation andpurchases from Mitsubishi Electric Corporation each comprised less than 1% of theCompany’s consolidated net sales. Therefore, the Company judges that there is no risk of
a conflict of interest with ordinary shareholders and no impact on independence.

Number of theCompany’s
shares held

1977
2008

383

(Notes) 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. Hirofumi Gomi, Mikio Mochizuki and Isao Iguchi are candidates for Outside Directors as stipulated in
Article 2, Paragraph 3, Item 7 of the Ordinance for Enforcement of the Companies Act.

12

4. The Company designated Hirofumi Gomi, Mikio Mochizuki and Isao Iguchi 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 these candidates is approved at this General Meeting of
Shareholders, the Company will re-designate them as Independent Directors.
5. Improper quality control practices were discovered at multiple manufacturing locations of Mitsubishi
Electric Corporation, where Isao Iguchi served in an executive role from April 2012 to March 2019.
These were investigated by an investigative committee consisting of outside experts established by said
company from July 2021, and investigative reports were publicly released in October and December
2021.
6. The term of office of Hirofumi Gomi as an Outside Director is seven (7) years at the closing of this
General Meeting of Shareholders. The terms of office of Mikio Mochizuki and Isao Iguchi as Outside
Directors are one (1) year at the closing of this General Meeting of Shareholders.
7. Pursuant to the Articles of Incorporation, the Company has entered into contracts with Hirofumi Gomi,
Mikio Mochizuki, and Isao Iguchi, 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 Act. If the re-election of these candidates is approved at this
General Meeting of Shareholders, the Company will continue the aforementioned liability limitation
contracts with them.
8. The Company has concluded a directors and officers liability insurance agreement with an insurancecompany. The insurance policy covers damage that may arise when the insured assumes liability for the
execution of his or her duties or receives a claim related to the pursuit of such liability. If the electionof each candidate for Director is approved, he or she will be insured under the insurance contract. The
Company plans to renew the insurance contract with the same contents at the time of the next renewal.
(Reference) Skills expected of Director candidatesExpertise/experience
Category
Name

OutsideIndependent
Corporate
Officermanagement &business strategy

Finance &accounting

Riskmanagement,
legal affairs, &compliance*1

ESG

International
operations◯◯

Kimikazu Aida◯

Toshihiko Suzuki◯

Yap Teck Meng◯

Hiromitsu Ugawa

◯

◯

◯

◯
◯

◯

◯
◯

Hirofumi Gomi

✓

◯

◯

◯

Mikio Mochizuki

✓

◯

◯

◯

Isao Iguchi

✓

◯

◯

◯

◯

(Notes) 1. “Risk management, legal affairs, & compliance” includes the perspective of product liability (PL).
2. The above table shows areas where each Director is particularly expected to contribute to the Company’s
management. It does not indicate all of the skills and expert knowledge possessed by each Director.

13

Proposal 4-Election of One (1) Statutory Auditor
The term of office of one (1) Statutory Auditor Shigeo Matsumoto 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
April
1984 Joined The Fuji Bank, Limited. (currently
Mizuho Bank, Ltd.)
January
2010 General Manager, Akasaka Branch, Mizuho
Bank, Ltd. (currently Mizuho Bank, Ltd.)
April
2012 Chief Auditor, Internal Audit Department,
Junichiro Hiratsuka
Mizuho Corporate Bank, Ltd. (currently(October 24, 1960)
Mizuho Bank, Ltd.)
April
2014 Assistant Councilor, Corporate Banking[New Candidate]
Department No. 9, Mizuho Bank, Ltd.
[Outside Auditor]
Seconded to SANDEN CORPORATION[Independent Auditor]
February 2016 Deputy General Manager of Operations,Shouohkai Foundation
March
2017 Senior Managing Director, Mizuho Servicing
Co., Ltd. (scheduled to resign on June 24,
2022)<Concurrent holding of important positions>0
Not applicable<Reasons for electing the candidate for Outside Statutory Auditor>
Junichiro Hiratsuka has acquired abundant experience including working overseas, corporate
credit, and internal auditing at major financial institutions and extensive knowledge in finance.
We expect him to utilize these in audits of the Company and oversee and supervise theexecution of duties by Directors and executors of business from an independent and objective
point of view. Therefore, the Company judges that he will appropriately perform the duties as
Outside Statutory Auditor and requests his new election as Outside Statutory Auditor. He used
to work for Mizuho Bank, Ltd., but more than five years have already passed since hisretirement from the said bank in February 2017. Additionally, the said bank owns 3.40% of
the Company’s issued shares (excluding treasury shares), and the Company has lending andother transactions with the bank, but the bank is one of multiple lenders and not a lender thatis relied on for funding to the extent that it is irreplaceable. The bank also is not a business
partner that has a significant influence over the Company’s decision-making. Therefore, theCompany judges that his independence from the Company has been sufficiently secured.

14

(Notes) 1. There is no special interest between the above candidate and the Company.
2. Junichiro Hiratsuka 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. Junichiro Hiratsuka satisfies the requirement as an Independent Statutory Auditor as defined by Tokyo
Stock Exchange. If the election of Junichiro Hiratsuka is approved, the Company will register him with
the Tokyo Stock Exchange as an Independent Statutory Auditor.
4. If the election of Junichiro Hiratsuka as a Statutory Auditor is approved, pursuant to the Articles ofIncorporation, the Company will enter into a contract with Junichiro Hiratsuka, 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 Act.
5. The Company has concluded a directors and officers liability insurance agreement with an insurancecompany. The insurance policy covers damage that may arise when the insured assumes liability forthe execution of his or her duties or receives a claim related to the pursuit of such liability. If the electionof Junichiro Hiratsuka as a Statutory Auditor is approved, he will be insured under the insurance
contract. The Company plans to renew the insurance contract with the same contents at the time of thenext renewal.

15

(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 threeyears(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 subsidiary16

Proposal 5

Continuation of Policy toward a Large-Scale Purchase (Take-over Defense Measures)

AIDA ENGINEERING, LTD. (hereinafter referred to as the “Company”) resolved (i) to maintain the “basic policy
concerning the person who controls the decisions on the Company’s financial and business policies” as provided
for in Article 118, Item 3 of the Ordinance for Enforcement of the Companies Act, and (ii) to continue to adopt thepolicy toward the large-scale purchase of the Company’s shares, etc. at the meeting of the Board of Directors heldon May 14, 2019, and these resolutions were approved by the shareholders at an Ordinary General Meeting of
Shareholders held on June 26, 2019.
Since said Policy expires at the close of the Ordinary General Meeting of Shareholders to be held in June 2022,
based on changes in economic outlook, amendments to the laws and regulations and other circumstances, theCompany has further examined said Policy in an effort to secure and improve the common interests of theshareholders.
As a result of such examination, the Company resolved at the meeting of the Board of Directors held on May 16,
2022, (i) to maintain the Basic Policy Concerning Company Control, and (ii) to continue to adopt such Current
Policy as a policy toward the large-scale purchase of the Company’s shares, etc. (hereinafter referred to as the“Policy”), as set forth below, on condition that the Company’s shareholders approve the Policy at the Ordinary
General Meeting of Shareholders to be held on June 27, 2022. Accordingly, we request for the approval by theshareholders.
In order to continue the Policy, the Company has updated Exhibit 1, The Company’s Major Shareholders, andExhibit 5, Names and Brief Personal History of Candidates for the Special Committee Members, but thebasic content of the Policy remains the same as that decided in 2019.
If the approval of the Company’s shareholders is obtained at the Ordinary General Meeting of Shareholders to beheld on June 27, 2022, the Policy will become effective on the date of such approval and expire at the close of theOrdinary General Meeting of Shareholders to be held in June 2025.
The Policy was unanimously approved by the Directors present at the aforementioned meeting of the Board of
Directors, and all of three Auditors (all of whom are Outside Auditors) agreed with the Policy on condition that the
specific operation of the Policy will be appropriately made.
At present, no specific proposal concerning the large-scale purchase of the Company’s shares, etc. has been made.

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〈Summary of the Policy〉
Basic Policy Concerning Company Control andPolicy toward a Large-Scale Purchase (Take-over Defense Measures)〇 Purpose of the Policy

1. The Company believes that the Policy is necessary because it enables the Company to protect the common
interests of the shareholders against sudden large-scale purchases by making appropriate judgments thattake into account highly-advanced expertise concerning the press machine business, specific management
know-how, relationships established with the Company's stakeholders and other factors.
2. By continuing the Policy:(i) information and time can be secured to sufficiently examine and assess the proposal of a large-scalepurchase taken by the Large-Scale Purchaser.
(ii) countermeasures may be taken against large-scale purchases that fail to observe the Large-Scale
Purchase Rules, ones that have abusive purposes or are inappropriate or that are deemed seriously
undermine the common interests of the shareholders.
3. At the time of implementation of countermeasures:(i) the Board of Directors shall respect the recommendations of the Special Committee, which is ensured
its independence, to the utmost extent.
(ii) for any large-scale purchases that fail to observe the Large-Scale Purchase Rules or any large-scalepurchases that have abusive purposes or are inappropriate, the countermeasures can be performed
after being passed by a resolution at the General Meeting of Shareholders as necessary.
(iii) for any large-scale purchases except above (ii), but still deemed seriously undermine the common
interests of shareholders, the countermeasures can be performed only after being passed by aresolution at the General Meeting of Shareholders.
As stated above, the purpose of the Policy is to protect the common interests of the shareholders by preventing
the impairment of the Company’s corporate value.

〇 Flow Chart concerning the Policy(Note) The above summary was prepared to explain the Policy. Please refer to the main text of the press release for details.

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I.

Substance of Basic Policy Concerning the Person Who Controls the Decisions on the Company’s Financial
and Business Policies

The Board of Directors believes that since the Company, as a public corporation, allows the free purchase and saleof the Company’s shares, if a specific person intends to conduct a large-scale purchase aiming at acquiring such
number of the Company’s shares as may have an influence on the decisions of the Company’s financial and business
policies, the Company’s shareholders should make the final decision regarding whether or not to accept such largescale purchase.
However, in a case where a large-scale purchase is carried out without the provision to shareholders of appropriate
and sufficient information or sufficient time to review such information, as is most noteworthy in cases of largescale purchases of shares on the market in a short time and tender offers where there is a limit to the number ofshares subject to the offer, there is the danger that shareholders will sell their shares even though a sufficient
premium is not reflected in the sale price or that pressure will be applied to shareholders who believe that such alarge-scale purchase of shares will harm the corporate value of the Company, forcing them to sell their shares toavoid such risk (i.e., the problem of coercion). Thus, if no countermeasures are taken against such a large-scalepurchase, there is the danger that a buy-out will be carried out that damages the Company’s corporate value andharms the common interests of shareholders.
In managing the Company, it is indispensable to have specific management know-how based on highly-technicalknowledge concerning the press machine business, which is the Company’s principal business, and anunderstanding of the relationships established with the Company’s stakeholders, such as the Company’s domestic
and foreign affiliated companies, business partners and customers, and without a sufficient understanding of theabove matters by a person controlling decisions on the Company’s financial and business policies, the common
interests of the shareholders that could be realized in the future by the Company’s shareholders may be damaged.
The Company has made and shall make every effort to cultivate investors’ understanding of the fair value of theCompany’s shares through IR activities; however, when a large-scale purchase is suddenly made, it is indispensablethat the Company’s shareholders be provided with appropriate and sufficient information by both the large-scalepurchaser and the Board of Directors so that they can appropriately determine, within a short period of time, whether
or not the purchase price of the Company’s shares proposed by the large-scale purchaser is reasonable. In addition,
the potential impact of the large-scale purchase on the Company’s future management, as well as management
policies and business plans, including a policy on the relationships with the Company’s stakeholders, such as theCompany’s employees, affiliated companies, business partners and customers, which the large-scale purchaser
wishes to adopt when the large-scale purchaser participates in the Company’s management, are material information
for the Company’s shareholders in order to decide whether to continue to hold shares in the Company or not. The
Company also believes that the opinion of the Board of Directors toward the large-scale purchase is material to thedecision-making process of the Company’s shareholders.
Taking the above into account, the Company believes that, if a specific person intends to make a large-scale purchaseaiming at acquiring the number of the Company’s shares which may have an influence on the decisions on the
Company’s financial and business policies, such large-scale purchaser should provide the Board of Directors withnecessary and sufficient information regarding the large-scale purchase in advance and should be allowed tocommence the large-scale purchase only after a certain assessment period for the Board of Directors elapses, inaccordance with certain reasonable rules established and disclosed in advance by the Company for the benefit ofthe decision-making process of the Company’s shareholders; and the Company believes that clearly specifying suchrules in advance is reasonable from the perspective of ensuring a fair process. The Company is aware of emergency
anti-takeover measures, but believes that such emergency anti-takeover measures do not offer any relief toshareholders who sell their shares at a price not reflecting a sufficient premium, without having been given sufficient
information or time to consider such information, nor does it sufficiently resolve the above-discussed issue of
coercion.
Among large-scale purchases, it cannot be said that there are never cases where the large-scale purchase in question
has clearly abusive purposes or is inappropriate (please refer to the end herein Note 4 below for details) and as aresult will seriously undermine the common interests of the shareholders, including the cases where irreparable
damage is caused to the Company. In order to protect the common interests of the shareholders, the Company
believes that it is necessary to take such measures against such kind of large-scale purchase as the Board of Directors
deems appropriate in accordance with certain reasonable rules established and disclosed in advance by the Company.

19

The Company believes that by making clear to any purchasers thinking of a large-scale purchase that is for abusive
purposes or is inappropriate, that the Company will respond in accordance with rules established in advance, suchas the Policy, the Company will avoid becoming caught up in money games and will be able to ensure an
environment where it can focus on executing a business strategy designed for long-term growth. In particular, with
the Company’s most important customers, the automobile manufacturers, facing a period of revolutionary change
on a scale that occurs once in a hundred years and with great changes coming to the components of next-generation
automobiles as well as reductions to the number of parts, the press industry finds itself in an increasingly challenging
business environment. Under such circumstances, the Company intends to overcome the challenges of this periodof revolutionary change by seeking sustainable growth through the implementation of the policies outlined in themedium-term management plan. From the perspective of ensuring an environment where current initiatives can be
carried out with certainty and without being bothered by a purchaser lacking a medium-to-long-term perspective,
the Company believes that continuing the Policy would be desirable for the common interests of shareholders.
The aforementioned basic policy concerning what and how a person controlling decisions on the Company’s
financial and business policies should be is hereinafter referred to as the “Basic Policy Concerning Company
Control.”II.

Effective Utilization of the Company’s Assets, Formation of Appropriate Consolidated Group and Other
Special Efforts to Realize the Basic Policy Concerning Company Control

The Company and its subsidiaries (with the Company, hereinafter referred to as the “Consolidated Group”) haveadopted the corporate philosophy to develop activities as a forming system builder and to contribute to people andsociety. Pursuant to this corporate philosophy, the Consolidated Group focuses on the technical and productdevelopment of forming systems that meet the diversified values and needs of our many customers in the global
marketplace, as the pillar of its management strategies to become the world’s “top runner” over the long term in thearea of forming systems. The Consolidated Group also promptly provides high-quality products and services tocustomers located all over the world, by fully leveraging its five production bases across the world, including Japan,
and its sales and service bases in 20 countries around the world.
Under the medium-term management plan that commenced in the term ended March 2021, with the managerial
vision of “As a leading company, AIDA will contribute to society by supporting efforts to protect the environment,
reduce energy consumption, and develop new technologies”, the Company is carrying out the strategy of making
ESG initiatives a foundation of business activities. In particular, the Company is advancing initiatives that present
solutions to broad challenges facing both society and the Company’s customers, including the “electrification” and“lighter weights” of automobiles in the creation of next-generation vehicles, improvements in productivity throughautomation and digitalization of production facilities at customers’ production sites, and reduction in environmentalload through energy conservation and de-carbonization at customers’ production sites.
Amid these efforts, the Consolidated Group will build a relationship of long-term trust with the Company’s
stakeholders, such as the Company’s shareholders, customers, business partners, employees and local communities,
through development, production, sales and services in respect of innovative forming systems that deal with various
materials, including metals, and contribute to people and society in accordance with its corporate philosophy andachieve sustainable growth and enhanced corporate value.
The Company will also continue to actively engage in IR activities to help our shareholders understand the state ofprogress of the above efforts and their results.
III.

Efforts to Prevent the Company’s Decisions on Financial and Business Policies from Being Controlled by an
Inappropriate Person according to the Basic Policy Concerning Company Control

In the event that any purchase of the Company’s Shares and Other Securities (Note 3) by a Group of SpecificShareholders (Note 1) is implemented with the intent to hold 20% or more of the Voting Rights Ratio (Note 2) of
the Group of Specific Shareholders or any purchase of the Company’s Shares and Other Securities resulting in theGroup of Specific Shareholders holding 20% or more of the Voting Rights Ratio is implemented (with respect toany of such purchase, the purchase to which the Board of Directors has given prior consent is excluded and any
specific means of purchase, such as market transactions or tender offers, are acceptable. Such purchase is hereinafterreferred to as a “Large-Scale Purchase” and a person that conducts a Large-Scale Purchase is hereinafter referred toas a “Large-Scale Purchaser.”), the Company requests the Large-Scale Purchaser to follow rules as described below(the “Large-Scale Purchase Rules”) as the efforts to prevent the Company’s decisions on financial and business20

policies from being controlled by an inappropriate person according to the Basic Policy Concerning Company
Control. In addition, the Company has established the Company’s policy depending on whether or not such LargeScale Purchaser has observed the Large-Scale Purchase Rules.
As of March 31, 2022, the Company has 5,919 shareholders and most of them are individual shareholders. The
Company has no specific major shareholders since it is an independent company. The Company’s major
shareholders as of March 31, 2022 are as described in Exhibit 1 attached hereto.
1.

Details of the Large-Scale Purchase Rules

The Large-Scale Purchase Rules established by the Board of Directors require that (i) a Large-Scale Purchaser
provide the Board of Directors, in advance, with necessary and sufficient information regarding the Large-Scale
Purchase, and that (ii) the Large-Scale Purchaser commence the Large-Scale Purchase only after a certain
assessment period for the Board of Directors elapses. Specifically, the following process will be followed.
(1) First, a Large-Scale Purchaser is required to submit to the Company’s Representative Director a “letter ofintent” to the effect that the Large-Scale Purchaser will comply with the Large-Scale Purchase Rules, whichshall specify the name, address, law governing the incorporation, name of the representative and contact
details in Japan of the Large-Scale Purchaser and an outline of the proposed Large-Scale Purchase.
(2) Within 10 business days after receipt of such letter of intent, the Board of Directors will deliver to theLarge-Scale Purchaser a list of items to be provided by the Large-Scale Purchaser as the information thatis necessary and sufficient to allow shareholders of the Company to make their decisions and the Board of
Directors to form its opinion (hereinafter referred to as the “Necessary Information”). Details of theNecessary Information may differ according to the properties of the Large-Scale Purchaser and the purposeand details of the Large-Scale Purchase; provided, however, that items to be generally included as theNecessary Information shall be as set forth in Exhibit 2. In any case, however, the Necessary Information
shall be limited to the information that is necessary and sufficient to allow shareholders of the Company tomake their decisions and the Board of Directors to form its opinion:
The Board of Directors will disclose the fact that a Large-Scale Purchase was proposed at the time suchproposal is made, and the Board of Directors will also disclose all or part of the Necessary Information
provided to the Board of Directors at the time it deems appropriate, if such disclosure is considerednecessary for the Company’s shareholders to make their decisions.
(3) When delivering the Necessary Information list to the Large-Scale Purchaser, the Board of Directors will
specify, and notify the Large-Scale Purchaser of, an information provision period of not more than 60 days,
starting from the day of such delivery (“Delivery Date”). The Large-Scale Purchaser must provide all
Necessary Information to the Board of Directors within such information provision period. If after
reviewing the initially provided information, the Board of Directors finds that such information alone isinsufficient as Necessary Information, the Board of Directors will extend the information provision period
for a period no longer than 60 days from the Delivery Date and request the provision of additional
information to the extent necessary, for the purpose of enabling shareholders to make their decisions andthe Board of Directors to review, assess, and form their opinion.
(4) Next, the Board of Directors believes that a period of 60 days (in the case of the purchase of all the
Company’s shares through a tender offer in which the consideration is delivered only in cash (yen)) or aperiod of 90 days (in the case of other Large-Scale Purchases) after the Large-Scale Purchaser completes
its provision of the Necessary Information to the Board of Directors should, according to the level ofdifficulty in making an assessment of the Large-Scale Purchase, be given as the period necessary for the
Board of Directors to assess, examine, negotiate, form an opinion and seek alternative plans (such period
being hereinafter referred to as the “Board Assessment Period”). Accordingly, the Large-Scale Purchase
may be commenced only after the Board Assessment Period has elapsed. However, if the Board of Directors
determines it difficult to complete the assessment, etc. for the Large-Scale Purchase within the Board
Assessment Period above, the Board of Directors will extend the Board Assessment Period to the extent
not exceeding 30 days as needed. The Board of Directors shall thoroughly assess and examine theNecessary Information it receives, with advice from independent outside experts, etc. during the Board
Assessment Period and shall deliberately summarize and disclose its opinion. In addition, the Board of
Directors may negotiate with the Large-Scale Purchaser in order to improve the terms of the proposed21

Large-Scale Purchase or offer the Company’s shareholders alternative plans, if deemed necessary.
Such process shall enable the Company’s shareholders to examine the proposal of the Large-Scale Purchaser andthe alternative plans (in the case that any alternative plans are proposed) with reference to the Board of Directors’
opinion, and thus, the shareholders shall be given the opportunity to make the final decision as to whether or not to
accept the proposal of the Large-Scale Purchaser.
2.

Policy toward a Large-Scale Purchase(1) In the event that a Large-Scale Purchaser observes the Large-Scale Purchase Rules
In the event that a Large-Scale Purchaser observes the Large-Scale Purchase Rules, the Board of Directors, even if
it disagrees with the proposed Large-Scale Purchase, will not take countermeasures against the Large-Scale
Purchase, although it may attempt to persuade the Company’s shareholders by expressing an objection to the
proposal of the Large-Scale Purchaser or by offering alternative plans. The Board of Directors believes that theCompany’s shareholders should make their own decision as to whether or not they accept the proposal of the LargeScale Purchaser upon consideration of such proposal of the Large-Scale Purchaser and the opinion on such proposal
and alternative plans provided by the Company.
However, (i) in the event that it is considered that the Large-Scale Purchase obviously has abusive purposes orinappropriate (Note 4), the Board of Directors may, take exceptional countermeasures in order to protect thecommon interests of the shareholders based on the duty of due care of a prudent manager assumed by each Director.
The Board of Directors assesses the specific details of the Large-Scale Purchaser and the Large-Scale Purchase(such as the purpose, method, subject, amount/type of the consideration for the purchase) and the influence of theLarge-Scale Purchase on the common interests of the shareholders as a whole, while obtaining the advice ofindependent outside experts, etc., and gives respect to the recommendations of the Special Committee, before
making such judgment. The Countermeasures include the issuance, etc., of stock acquisition rights or any othermeasures that the Board of Directors is permitted to take under the Companies Act or other laws and the Articles ofIncorporation of the Company as in the case that a Large-Scale Purchaser does not observe the Large-Scale Purchase
Rules set forth in (2) below. In the event that the Board of Directors takes a countermeasure, if it receives therecommendations of the Special Committee to the effect that it should obtain the prior approval of the General
Meeting of Shareholders, the allotment of stock acquisition rights without contribution will be performed after being
resolved at the General Meeting of Shareholders in order that the intentions of the shareholders of the Company
may be reflected.
(ii) In a case not falling under (i) above, but where nevertheless it is found that it would be appropriate to invokecountermeasures because the Company will suffer irreparable damage or the common interests of shareholders willotherwise be substantially harmed, the Board of Directors undertakes a review in the same manner as (i) above.
After receiving the recommendations of the Special Committee, if the Board of Directors is to take countermeasures,a resolution of the General Meeting of Shareholders will be required.
(2) In the event that a Large-Scale Purchaser does not observe the Large-Scale Purchase Rules
In the event that a Large-Scale Purchaser does not observe the Large-Scale Purchase Rules, regardless of the specificmethod of purchase, the Board of Directors may take countermeasures, respecting the recommendation of theSpecial Committee, against the Large-Scale Purchase to protect the Company’s corporate value and the common
interests of the shareholders. Countermeasures include the issuance of stock acquisition rights or any other measuresthat the Board of Directors is permitted to take under the Companies Act or other laws and the Company’s Articles
of Incorporation. The Board of Directors will adopt the specific countermeasures that it deems most appropriate atthat time. In the event that the Board of Directors elects to make an allotment of stock acquisition rights without
contribution as a specific countermeasure, the outline of such allotment of stock acquisition rights without
contribution shall be as described in Exhibit 3 attached hereto; provided, however, that, if the Board of Directors
actually elects to issue stock acquisition rights as a countermeasure, it may determine the exercise period and theterms for exercise of the stock acquisition rights and stock acquisition terms, all of which consider the effectivenessthereof as countermeasures, including, for instance, the terms for such exercise not to belong to a specific Group of
Shareholders with a certain Voting Rights Ratio. In addition, if the Board of Directors receives the recommendationsof the Special Committee to the effect that it should obtain the prior approval of the General Meeting of Shareholders,the allotment of stock acquisition rights without contribution, etc. may be performed after being resolved at theGeneral Meeting of Shareholders in order that the intentions of the Company’s shareholders may be reflected. The
22

Company filed a shelf registration statement for the issuance of stock acquisition rights on June 28, 2021; however,since the effective period of the shelf registration will expire on July 5, 2022, the Company will file another shelfregistration statement for the issuance of stock acquisition rights.
(3) Establishment of the Special Committee
The Special Committee is established as a body to ensure that the Policy is properly applied and to prevent arbitrary
decisions by the Board of Directors. Pursuant to the administration rules of the Special Committee (for the outline
thereof, please refer to Exhibit 4), the Special Committee shall have at least three members and in order to enable
fair and neutral judgment, its members shall be elected from the Company’s Outside Directors and Outside Auditors
or outside knowledgeable persons (Note 5) who are independent of the management team operating the Company’sbusinesses. The name and profile of members of the Special Committee are described in Exhibit 5 attached hereto.
Under the Policy, in the case where that the Board of Directors makes a significant determination pertaining to the
Policy, including the case where the Board of Directors takes an exceptional countermeasure in order to protect thecommon interests of the shareholders as described in III. 2 (1) above and the case where the Board of Directors
takes the countermeasures as described in III. 2 (2) above, the Board of Directors must consult with the Special
Committee and respect the recommendations of the Special Committee to the utmost extent.
(4) Suspension, etc., of Invocation of Countermeasures
In the event that (i), after the Company decides to take exceptional countermeasures as described in III. 2 (1) above
or take countermeasures as described in III. 2 (2) above, the Large-Scale Purchaser revokes or changes the LargeScale Purchase or (ii) any changes occur in the facts on which a decision is based as to whether or notcountermeasures should be implemented and it becomes unreasonable to implement countermeasures from theviewpoint of the assurance and improvement of the corporate value of the Company and the common interests ofthe shareholders, the Board of Directors may suspend or change the invocation of the countermeasures after
consulting with the Special Committee and giving respect to the recommendation of the Special Committee. If theresolutions of the General Meeting of Shareholders of III. 2(1) and (2) above are rejected, the invocation of thecountermeasures that were the subject of the resolutions will be revoked.
3.

Influence, etc. on shareholders and investors(1) Influence, etc. of the Large-Scale Purchase Rules on shareholders and investors
The purpose of the Large-Scale Purchase Rules is to provide the Company’s shareholders with the informationnecessary for them to determine whether or not to accept a Large-Scale Purchase, and with the opinion of the Boardof Directors that is actually in charge of the Company’s management and to ensure the period necessary for suchprovision, as well as to ensure that the Company’s shareholders have opportunities to receive any alternative plans.
The Board of Directors believes that, under the Large-Scale Purchase Rules, the Company’s shareholders will be
provided with sufficient information and will be able to make appropriate decisions as to whether or not to accept
the Large-Scale Purchase, whereby the common interests of the shareholders shall be protected. Accordingly, theBoard of Directors believes that the establishment of the Large-Scale Purchase Rules is a proper prerequisite forappropriate investment decisions of the Company’s shareholders and investors and contributes to the common
interests of the shareholders and investors.
The Board of Directors hereby advises the Company’s shareholders and investors to observe carefully any actions
by a Large-Scale Purchaser, because the Company will make a different response depending on whether or not theLarge-Scale Purchaser complies with the Large-Scale Purchase Rules, as described in III. 2 above.
(2) Influence, etc. of countermeasures on shareholders and investors at the time of invocation of suchcountermeasures
As described in III. 2 (1) and (2) above, the Board of Directors may, in accordance with the Policy, takecountermeasures, which the Board of Directors is permitted to take under the Companies Act or other laws and theCompany’s Articles of Incorporation, in order to protect the Company’s corporate value and the common interestsof the shareholders. However, the Board of Directors does not expect that, under the structure of the countermeasures,
the Company’s shareholders (excluding a Large-Scale Purchaser who has violated the Large-Scale Purchase Rules)
will sustain any substantial loss in terms of legal rights or economic aspect. If the Board of Directors elects to takeany specific countermeasures, the Board of Directors will make appropriate disclosure in a timely manner in23

accordance with the relevant laws, regulations and stock exchange regulations.
In respect of the issuance of stock acquisition rights, as one of the possible countermeasures, it may be necessary
for a Company’s shareholder to make a payment of a certain amount of money in order to acquire new shares upon
exercising his/her stock acquisition right. In addition, if the Board of Directors has decided to acquire stockacquisition rights, it may issue new shares to the Company’s shareholders without paying the amount equivalent to
the exercise price, in exchange for the acquisition of the stock acquisition rights by the Company. Details of theseprocedures will separately be provided in accordance with the laws and regulations in the event of actual issuanceof stock acquisition rights.
In the event that the Board of Directors suspends the issuance of stock acquisition rights as a countermeasure or
acquires such stock acquisition rights without contribution pursuant to III. 2 (4) above, stock value per share will
not be ultimately diluted. Therefore, investors who purchase or sell their shares of the Company on the assumptionthat the stock value of shares of the Company will be diluted on and after the ex-rights date related to the allotmentof such stock acquisition rights without contribution may be subject to contingent damages as a result of share pricemovements.
4.

Period of validity, continuation, changes and termination of the Policy

On condition that the shareholders approve the Policy at the Ordinary General Meeting of Shareholders to be heldon June 27, 2022, the Policy will become effective on the date of such approval and expire at the close of theOrdinary General Meeting of Shareholders to be held in June 2025; provided, however, that, if the Policy is approved
to be continued at the Ordinary General Meeting of Shareholders to be held in June 2025, the aforementioned
effective term of the Policy will be extended for another three years and the same shall apply thereafter. If thecontinuation of the Policy is approved, the Board of Directors shall promptly notify the shareholders of such fact.
In addition, even if the Policy is decided to be continued, the Board of Directors will, from the viewpoint of the
improvement of corporate value and the realization of the common interests of the shareholders, review the Policy
from time to time based on the improvement, etc. of related laws and regulations and the improvement, etc. of thelisting system of the Tokyo Stock Exchange, and may change or terminate the Policy upon the approval of theGeneral Meeting of Shareholders. In such case, the Board of Directors will promptly notify such fact.
IV.

The Policy Complies with the Basic Policy Concerning Company Control, does not Damage the Common
Interests of the Shareholders and does not Pursue the Maintenance of the Status of the Company’s Officers,
and the Reasons therefor

1.

The Policy complies with the Basic Policy Concerning Company Control

The Policy sets forth matters such as the substance of the Large-Scale Purchase Rules, the policy toward a LargeScale Purchase, the establishment of the Special Committee, and the influence on shareholders and investors.
The Policy specifies that (i) a Large-Scale Purchaser is required to provide the Board of Directors with all necessary
and sufficient information concerning the Large-Scale Purchase in advance, (ii) the Large-Scale Purchaser shall beallowed to commence the Large-Scale Purchase only after a certain assessment period for the Board of Directors
has elapsed, and (iii) the Board of Directors may take countermeasures against any Large-Scale Purchaser who does
not observe the aforementioned commencement rule.
The Policy also specifies that, even if the Large-Scale Purchaser observes the Large-Scale Purchase Rules, in theevent that the Board of Directors judges that the Large-Scale Purchase by the Large-Scale Purchaser will materiallydamage the common interests of the shareholders, the Board of Directors may take countermeasures against theLarge-Scale Purchaser that are considered necessary in order to protect the common interests of the shareholders.
As set forth above, it can be said that the Policy is consistent with the Basic Policy Concerning Company Control.
2.

The Policy does not damage the common interests of the shareholders

As described in I. above, the Basic Policy Concerning Company Control is based on the assumption that the common
interests of the shareholders should be respected. The Policy has been prepared consistent with the Basic Policy
Concerning Company Control and is intended to ensure that the Company’s shareholders are provided with the24information necessary to decide whether or not to accept a Large-Scale Purchase, the opinion of the Board of
Directors and the opportunity to receive alternative plans. Since the Company’s shareholders and investors can makeproper investment decisions through the Policy, the Policy does not damage the common interests of theshareholders, but rather contributes to their interests.
In addition, the Company believes that the facts that the effectuation and extension of the Policy and termination of
the Policy before its expiration date depend on the approval of the Company’s shareholders and that the shareholders
can terminate the Policy if they desire ensure that the Policy does not damage the common interests of theshareholders.
The Policy satisfies the three principles (i.e., (i) principle of protecting and enhancing corporate value andshareholders’ common interests, (ii) principle of prior disclosure and shareholders’ will, and (iii) principle of
ensuring necessity and reasonableness) provided for in the “Guidelines Regarding Takeover Defense for the Purposeof Protection and Enhancement of Corporate Value and Shareholder’s Common Interests,” which was issued by the
Ministry of Economy, Trade and Industry and the Ministry of Justice on May 27, 2005. The Policy is also based on
the “Takeover Defense Measures in Light of Recent Environmental Changes”, which was issued on June 30, 2008,by the Corporate Value Study Group established within the Ministry of Economy, Trade and Industry.
In addition, courts too have held that “in a case where a hostile acquirer appears on the scene with the aim of taking
managerial control, if the board of directors requests of such acquirer a business plan proposal and the establishmentof a period for review, consults with the acquirer, reviews the business plan, issues an opinion of the board of
directors and presents an alternative proposal to the shareholders, provided that the content of the materials
requested for submission and the review period are reasonable, this will not constitute an abuse by the board of
directors of its authority”, thus affirming the legitimacy of the Policy (Tokyo District Court, July 29, 2005 decision).
3.

The Policy does not pursue the maintenance of the status of the Company’s Officers

While the Policy has a broad principle that leaves the final decision on whether or not a Large-Scale Purchase shallbe accepted to the judgment of the shareholders, the Policy requires compliance with the Large-Scale Purchase
Rules and takes countermeasures to the extent necessary in order to protect the common interests of the shareholders.
The Policy discloses in advance and in detail the cases where the Board of Directors will take countermeasures, andthe Board of Directors shall take countermeasures in accordance with the provisions of the Policy. The Board of
Directors cannot solely effectuate and extend the Policy, and the approval of the Company’s shareholders is required
for such effectuation and extension.
In addition, the Policy specifies that, in the event that the Board of Directors makes a material decision related to
the Policy, such as if it takes countermeasures in connection with a Large-Scale Purchase, it shall request advice
from independent outside experts, etc. as necessary, must consult with the Special Committee consisting of members
who are independent of the management team operating the Company’s businesses, and give utmost respect to therecommendation of such Special Committee. As mentioned above, the Policy includes procedures through which
the appropriate operations by the Board of Directors are ensured.
Moreover, as stated in III.2 (4) above, since the Board of Directors consisting of the directors elected at a General
Meeting of Shareholders may cancel the invocation of countermeasures even after a decision to take acountermeasure has been made, the Policy does not fall under a dead-hand takeover defense measure (a takeover
defense measure whose invocation cannot be prevented even if the majority of the Board of Directors is replaced).
In addition, the term of office of the Directors of the Company is one year, and staggered terms are not adopted.
Therefore, the Policy is not a slow-hand takeover defense measure (a takeover defensive measure that requires moretime to prevent its invocation because it does not allow the replacement of all Board members at once).
As described above, the Company believes that it is clear that the Policy does not pursue the maintenance of thestatus of the Company’s Officers.

Note 1.

“Group of Specific Shareholders” means:(i)

Any Holder (including a person deemed as a holder pursuant to Article 27-23, Paragraph 3 of
the Financial Instruments and Exchange Act; the same shall apply hereinafter) and any Joint
Holder of such Holder (who means the joint holder set forth in Article 27-23, Paragraph 5 of25

the same Act and includes a person deemed as the relevant joint holder pursuant to Paragraph
6 of the same Article; the same shall apply hereinafter) of the Company’s Shares and Other
Securities (which mean the shares and other securities set forth in Article 27-23, Paragraph 1of the same Act), and any person who is in a certain relationship with such Holder or such Joint
Holder, which relationship is similar with the relationship between a Holder and a Joint Holder(such person being hereinafter referred to as the “Quasi-Joint Holder”); or(ii)

Note 2.

Any person who makes Purchases, etc. (which mean the purchases, etc. set forth in Article 272, Paragraph 1 of the same Act and include any purchases, etc. made on a securities exchange
market whether or not such purchases are made by the method of auction) of the Company’s
Shares and Other Securities (which mean the shares and other securities set forth in Article 272, Paragraph 1 of the same Act) and any Specially Related Parties of such person (which mean
the specially related parties set forth in Article 27-2, Paragraph 7 of the same Act).

“Voting Rights Ratio” means:(i)

In the case where the Group of Specific Shareholders falls under the description of Note 1 (i)above, the ratio obtained by totaling (a) the Shares and Other Securities Holding Ratio of such
Holder (which ratio means the shares and other securities holding ratio set forth in Article 2723, Paragraph 4 of the Financial Instruments and Exchange Act; in this case, the Number of the
Shares and Other Securities Held by the Joint Holders of such Holder (which number means
the Number of the Shares and Other Securities Held as set forth in the same Paragraph; thesame shall apply hereinafter) shall be added); and (b) the Shares and Other Securities Holding
Ratio of the Quasi-Joint Holders of such Holder (provided, however, that in totaling the ratios
stated in (a) and (b) above, the Number of the Shares and Other Securities Held duplicated in(a) and (b) above shall be deducted.); or(ii)

In the case where the Group of Specific Shareholders falls under the description of Note 1 (ii)above, the total of the Shares and Other Securities Holding Ratio (which means the shares andother securities holding ratio set forth in Article 27-2, Paragraph 8 of the same Act) of the person
who makes purchases, etc. of the Company’s Shares and Other Securities and the Shares andOther Securities Holding Ratio of the Specially Related Parties of such person.

In calculating the Voting Rights Ratio, the Company’s annual securities report, quarterly securities reportor treasury stock purchase report, whichever document has been most recently submitted to the authorities,
may be referred to in deciding the Total Number of Voting Rights (which means the total number of voting
rights set forth in Article 27-2, Paragraph 8 of the same Act) or the Total Number of Issued Shares (whichmeans the total number of issued shares set forth in Article 27-23, Paragraph 4 of the same Act).
Note 3. “Shares and Other Securities” means those falling under any of (i) such Shares and Other Securities as set
forth in Article 27-23, Paragraph 1 of the Securities and Exchange Law or (ii) such Shares and Other
Securities as set forth in Article 27-2, Paragraph 1 of the same Law.
Note 4. “(the Large-Scale Purchase that has) Abusive purposes or (is) inappropriate” refers to the following actions
taken by a Large-Scale Purchaser:(i)

A Large-Scale Purchaser intends to purchase the shares for the sole purpose of forcing the relevant
parties related to the company to purchase the shares at a higher price, by boosting the company’s
share price, even though the Large-Scale Purchaser does not have the true intention to participate
in the company’s management;(ii)

A Large-Scale Purchaser purchases the shares for the purpose of so-called scorched-earth
management, which includes having the company transfer the intellectual property rights, knowhow, corporate secrets, main business partners and customers, etc. necessary for the company’sbusiness and management to such Large-Scale Purchaser or its group companies, etc., bytemporarily controlling the company’s management;(iii)

A Large-Scale Purchaser purchases the company’s shares and plans to divest the company’s assets
with the intention of using such assets as security or the source of repayment of the debt of such
26

Large-Scale Purchaser or its group companies, etc. after controlling the company’s management;(iv)

A Large-Scale Purchaser purchases the company’s shares for the purpose of having the company
sell or dispose of its valuable assets, including real property or securities that have no immediate
relationship with the company’s businesses, and temporarily pay large dividends against the
profits gained from such disposition, or for the purpose of taking the opportunity to rapidly
increase the share price influenced by the temporary payment of large dividends and then sell suchshares at a higher price, by temporarily controlling the company’s management; or(v)

A Large-Scale Purchaser purchases shares through a tender offer, etc., by not making solicitation
for the sale of all the company’s shares at the first stage of the tender offer and setting
disadvantageous second stage purchase terms or not clarifying such purchase terms (so called
coercive, two-tiered takeover).

Note 5: Outside knowledgeable persons are elected from among corporate managers who have sufficient experience,
persons who are familiar with the investment banking business, lawyers, certified public accountants,
academic experts who specialize in the Companies Act, etc. or persons who are equivalent to these
personnel.
End of Document

27

Exhibit 1
The Company’s Major Shareholders
The table below shows the Company’s major shareholders as of March 31, 2022.
Name of Shareholders
The Master Trust Bank of Japan, Ltd. (Trust Account)
Custody Bank of Japan, Ltd. (Trust Account E)
The Dai-ichi Life Insurance Company, Limited
Custody Bank of Japan, Ltd. (Trust Account)
Nippon Life Insurance Company
Meiji Yasuda Life Insurance Company
JP MORGAN CHASE BANK 385632
Mizuho Bank, Ltd.
AIDA ENGINEERING Trading-partner Shareholding
Association
Kimikazu Aida

Number of Shares
Held (thousands)
9,757
4,348
3,440
3,389
2,587
2,516
2,260
2,179

Shareholding Ratio
(%)
15.23
6.79
5.37
5.29
4.04
3.93
3.53
3.40

1,480

2.31

1,447

2.26

Note 1:The Company has treasury stock of 5,400 thousand shares other than those listed above.

Note 2:The shareholding ratios are calculated based on the number of shares (64,048,283 shares) obtained bydeducting the number of treasury stock from the total number of issued and outstanding shares.

Note 3:Custody Bank of Japan Ltd. (Trust Account E) is a re-trustee, entrusted with the Company’s shares inJapanese-style Employee Stock Ownership Plan (J-ESOP) and Board Benefit Trust (BBT).

28

Exhibit 2
Necessary Information

1.

An outline (including information relating to the Large-Scale Purchaser, such as the substance of the business,
capital structure and experience in the same category of business as that of the Company) of the Large-Scale
Purchaser and its group (including Joint Holders and Specially Related Parties);

2.

The purpose and details of the Large-Scale Purchase (including amount/type of consideration for the purchase,etc., timing of the purchase, etc., structure of related transactions, legality of the means of the purchase, etc.,
and feasibility of the purchase, etc. and related transactions; particularly, in the case of the purchase of merelypart of the Company’s shares, including the way of thinking concerning the upper limit on the number of shares
to be purchased and the schedule of changes in capital structure after such purchase);

3.

The basis for the calculation of the value of the Company’s shares and financial resources backing the purchase(including specific names of the financial backers (including substantial backers), financing methods, andsubstance of related transactions);

4.

The candidates for the management team (including information regarding experience in the same category ofbusiness as that of the Company and the Consolidated Group) and the management policy (including the wayof thinking with respect to the integration and collaboration between the business of the Large-Scale Purchaser
and the business of the Company and the Consolidated Group and the specific measures to avoid any conflictof interest between the Large-Scale Purchaser and the Company/the Consolidated Group, as well as the policies
to specifically realize such management policy, such as a business plan (including a plan for restructuring ofexisting businesses, new business plan and capital investment plan), financial plan, capital policy, distribution
policy, labor policy, policy of utilization of assets; hereinafter referred to as the “Management Policy, etc. after
Purchase”), as intended and expected after the completion of the Large-Scale Purchase;5.

Policy concerning the relationship with stakeholders of the Company and the Consolidated Group, such as
employees, affiliated companies, business partners and customers of the Company and the Consolidated Group,as intended after the completion of the Large-Scale Purchase; and6.

If the Large-Scale Purchaser is engaged in the same category of business as that of the Company, the way of
thinking concerning the legality of the Large-Scale Purchase in light of the Antimonopoly Act and competition
laws in foreign countries.

29

Exhibit 3
Outline of Allotment of Stock Acquisition Rights without Contribution
1.

Shareholders who are entitled to receive stock acquisition rights and conditions of issuance thereof:
One (1) stock acquisition right shall be allotted without contribution to a Company’s shareholder for each shareof the Company’s common stock held by such shareholder (excluding the shares of the Company’s common
stock, which have been held by the Company), whose name is inscribed or recorded in the register ofshareholders as of the end of the date of allotment to be specified by the Board of Directors.

2.

Type and number of shares to be acquired upon exercise of the stock acquisition rights:
The type of shares to be acquired upon exercise of the stock acquisition rights shall be the shares of theCompany’s common stock, and the total number of such shares shall be up to the number of shares obtainedby reducing the total number of issued and outstanding shares of the Company’s common stock (excluding theshares of the Company’s common stock, which have been held by the Company) from the total number ofshares authorized to be issued by the Company as of the date of allotment to be specified by the Board of
Directors. The number of shares to be acquired upon exercise of one (1) stock acquisition right shall beseparately determined by the Board of Directors; provided, however, that such number shall be adjusted to theextent necessary if the Company makes a stock split or a stock consolidation.

3.

Total number of stock acquisition rights to be allotted:
The total number of stock acquisition rights to be allotted shall be separately determined by the Board of
Directors. The Board of Directors may allot stock acquisition rights in installments.

4.

Amount of properties to be contributed upon exercise of stock acquisition rights:
The amount of properties to be contributed upon exercise of a stock acquisition right shall be an amount to be
determined by the Board of Directors which shall be at least one (1) Japanese yen.

5.

Restriction on acquisition of stock acquisition rights through transfer:
Stock acquisition rights may not be acquired through transfer without the Company’s approval through theresolution of the Board of Directors.

6.

Conditions of exercise of stock acquisition rights:
The conditions of exercise of stock acquisition rights shall be separately determined by the Board of Directors.
Certain conditions of exercise may be provided, including a condition that a person belonging to a Group ofSpecific Shareholders that holds at least 20% of the Voting Rights Ratio may not exercise stock acquisitionrights.

7.

Exercise period and terms and conditions of acquisition, etc. of stock acquisition rights:
The exercise period, terms and conditions of acquisition and other necessary matters of the stock acquisitionrights shall be separately determined by the Board of Directors.
Upon the establishment of the terms and conditions of acquisition that the stock acquisition rights held by aperson who belongs to the Group of Specific Shareholders holding twenty percent (20%) or more of the Voting
Rights Ratio are to be acquired, no payment of economic consideration such as cash shall be made for theacquisition. In addition, during the period commencing on the effective date of the stock acquisition rights andending on the day that is immediately preceding the commencement date of the exercise period of the stockacquisition rights, the Company may acquire the stock acquisition rights without contribution on a day
separately determined by the Board of Directors, if the Board of Directors considers that it is appropriate toacquire the stock acquisition rights.

30

Exhibit 4
Outline of the Administration Rules of the Special Committee
1.

The Special Committee shall have at least three (3) members, and the members shall be elected by a resolutionof the Board of Directors among from Outside Directors and Auditors of the Company, lawyers, certified public
accountants, academic experts, persons who are familiar with the investment banking business or outside
persons who have good track records and experience as a director or operating officer and who, in each case,are independent of the management team operating the businesses of the Company.

2.

The term of office of members of the Special Committee shall be until the close of the meeting of the Boardof Directors to be held immediately after an Ordinary General Meeting of Shareholders pertaining to the last
fiscal year that ends within one (1) year after their election; provided, however, that unless otherwise
determined by a resolution at such meeting of the Board of Directors, the members shall be deemed to be reelected at such meeting of the Board of Directors.

3.

The Special Committee shall be convened by the president and representative director of the Company (should
the president and representative director be unable to act, one of the other directors shall take the place of thepresident and the representative director, in accordance with the order of precedence previously determined by
the Board of Directors) or each member of the Special Committee.

4.

The chairman of the Special Committee shall be served by the head of the Special Committee chosen by themembers of the Special Committee. Should the head of the Special Committee be unable to act, one of theother members shall serve as the chairman.

5.

Resolutions of the Special Committee shall be adopted by an affirmative vote of a majority of the members of
the Special Committee present, which shall constitute all members of the Special Committee, other than relatedparties; provided, however, that, in case of unavoidable circumstances, resolutions of the Special Committee
may be adopted by an affirmative vote of a majority of the members of the Special Committee present, whichshall constitute a majority of all members of the Special Committee.

6.

The Special Committee shall deliberate on and make resolutions with respect to the matters on which the Boardof Directors has consulted with the Special Committee and shall give recommendations to the Board of
Directors based on such resolutions. The Board of Directors must consult with the Special Committee
concerning the matters described in each of the following items in the respective cases of (1) and (2) below:(1) When the Board of Directors determines to implement a countermeasure on the ground that a Large-Scale
Purchaser does not observe the Large-Scale Purchase Rules:(i)

Whether or not the purchase by such purchaser corresponds to the Large-Scale Purchase;(ii) Whether or not the Company has properly administered the Large-Scale Purchase Rules;(iii) Whether or not the Large-Scale Purchaser has observed the Large-Scale Purchase Rules; and(iv) Necessity and reasonableness of such countermeasure and whether or not such countermeasure
should be implemented.
(2) When a Large-Scale Purchaser observes the Large-Scale Purchase Rules, and the Board of Directors
determines to implement an exceptional countermeasure on the ground that it is considered that such
Large-Scale Purchase will seriously undermine the common interests of the shareholders:(i)Whether or not such Large-Scale Purchase is considered to seriously undermine the common
interests of the shareholders; and(ii) Necessity and reasonableness of such countermeasure and whether or not such countermeasure
should be implemented.

31

7.

Upon deliberation and resolution as described in 6. above, the Special Committee, at the expense of theCompany, may take each of the actions described in (1) through (3) below to the necessary extent:(1) Receive advice from any third parties (including financial advisers, certified public accountants, lawyers,
consultants and other professionals) who are independent of the management team of the Company;(2) Request the Directors, Auditors and employees of the Company and any other person the Special
Committee considers necessary to attend a meeting of the Special Committee and receive an explanation
on any necessary information from them; and(3) Any other actions permitted by the Board of Directors.

32

Exhibit 5

Name and Brief Personal History of Candidates for the Special Committee Member
The following three candidates are to be members of the Special Committee.
Hirofumi Gomi
Born in 1949
Apr.
1972
Jul.
1996
Jun.
1998

Joined the Ministry of FinanceDirector of the Research Division, Banking Bureau, Ministry of FinanceDirector-General, Inspection Department, Financial Supervisory Agency(currently Financial Services Agency)
Jul.
2000
Secretary-General, Executive Bureau, Securities and Exchange Surveillance Commission,
Financial Services Agency
Jul.
2001
Director-General, Inspection Bureau, Financial Services Agency
Jul.
2002
Director-General, Supervisory Bureau, Financial Services Agency
Jul.
2004
Commissioner, Financial Services Agency
Jul.
2007
Resigned Financial Services Agency
Nov.
2009
Visiting Professor, Aoyama Gakuin University (current position)
Jan.
2014
Advisor, NISHIMURA & ASAHI
Feb.
2015
Senior Advisor, THE BOSTON CONSULTING GROUP
Jun.
2015
Outside Director, AIDA ENGINEERING, LTD. (current position)
Jun.
2016
Outside Director, Infoteria Corporation (currently Asteria Corporation) (current position)
Outside Director, MIROKU JYOHO SERVICE CO., LTD. (current position)
Jun.
2017
Outside Director, SBI Holdings, Inc.
Jun.
2019
Outside Director, ZUU Co., Ltd. (current position)
Jun.
2020
Outside Director, THE FUKUSHIMA BANK, LTD.
Feb.
2022
Chairman of the Board, Shinsei Bank, Limited (current position)*Hirofumi Gomi is currently an Outside Director of AIDA ENGINEERING, LTD. The Company registered
Hirofumi Gomi with the Tokyo Stock Exchange as an Independent Director. There is no special interest between
Hirofumi Gomi and the Company.
Mikio Mochizuki
Born in 1954
Apr.
1978
Joined Ishikawajima-Harima Heavy Industries Co., Ltd. (currently IHI Corporation)
Apr.
2011
Executive Officer, IHI Corporation
President and CEO, IHI INC. (Regional Headquarter for the Americas)
Apr.
2014
Managing Executive Officer, General Manager of Finance & Accounting Division,
IHI Corporation
Jun.
2016
Director, Managing Executive Officer, General Manager of Finance & Accounting Division,
IHI Corporation
Apr.
2017
Director, Managing Executive Officer, President of Industrial Systems and General-Purpose
Machinery Business Area, IHI Corporation
Apr.
2018
Director, IHI Corporation
Jun.
2018
Adviser, IHI Corporation (Resigned June 2021)
Jun.
2021
Outside Director, AIDA ENGINEERING, LTD. (current position)*Mikio Mochizuki is currently an Outside Director of AIDA ENGINEERING, LTD. The Company registered Mikio
Mochizuki with the Tokyo Stock Exchange as an Independent Director. There is no special interest between Mikio
Mochizuki and the Company.
He had served until June 2018 as Director of IHI Corporation, one of the Company’s business partners, but for the
fiscal year ended March 31, 2022, the transaction amount between the Company and IHI Corporation is immaterial,as the Company’s sales to IHI Corporation and purchases from IHI Corporation each comprised less than 1% of theCompany’s consolidated net sales. Therefore, the Company judges that there is no risk of a conflict of interest withordinary shareholders and no impact on independence.
Isao Iguchi
Born in 1954
Apr.
1977
Apr.
2008

Joined Mitsubishi Electric Corporation
Corporate Executive, General Manager, Industrial Products Marketing Division, Factory33

Automation Systems Group, Mitsubishi Electric Corporation
Corporate Executive, Senior General Manager, Chubu Branch Office, Mitsubishi Electric
Corporation
Apr.
2012
Executive Officer, Vice President, Corporate Marketing Group, Mitsubishi Electric Corporation
Apr.
2016
Senior Vice President, Group President, Automotive Equipment Group, Deputy Senior General
Manager, ITS Business Development Group, Mitsubishi Electric Corporation
Apr.
2019
Senior Corporate Adviser, Mitsubishi Electric Corporation (resigned in March 2022)
Jun.
2021
Outside Director, AIDA ENGINEERING, LTD. (current position)*Isao Iguchi is currently an Outside Director of AIDA ENGINEERING, LTD. The Company registered Isao Iguchiwith the Tokyo Stock Exchange as an Independent Director. There is no special interest between Isao Iguchi and theCompany.
He had served until March 2019 as Senior Vice President of Mitsubishi Electric Corporation, one of the Company’sbusiness partners, but for the fiscal year ended March 31, 2022, the transaction amount between the Company and
Mitsubishi Electric Corporation is immaterial, as the Company’s sales to Mitsubishi Electric Corporation andpurchases from Mitsubishi Electric Corporation each comprised less than 1% of the Company’s consolidated net
sales. Therefore, the Company judges that there is no risk of a conflict of interest with ordinary shareholders and no
impact on independence.
Apr.

2010

<Note>
Shigeru Makinouchi and Takafumi Kiyonaga will resign from the Special Committee since the term of office of
those two will expire at the conclusion of the board of directors scheduled to be held after the 87th General Meetingof Shareholders on June 27, 2022.
End of document34