(TRANSLATION FOR REFERENCE PURPOSES ONLY)
Securities code: 6118
June 9, 2023
To Our Shareholders with Voting Rights
Toshihiko Suzuki
Representative Director and President
AIDA ENGINEERING, LTD.
2-10 Ohyama-cho, Midori-ku, Sagamihara,
Kanagawa 252-5181, Japan

Notice of the 88th 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 88th Ordinary General Meeting of Shareholders of AIDA ENGINEERING, LTD.
(hereinafter, the “Company”) to be held as described below.
In convening this General Meeting of Shareholders, the Company has taken measures for electronic provision of
information contained in the Reference Documents for the General Meeting of Shareholders, etc. (matters subject
to the measures for electronic provision). Please review the matters subject to the measures for electronic provision,
which are posted on the following website on the Internet.
The Company’s website: https://www.aida.co.jp/en/ir/event/index.html#anc03
In addition to the website above, matters subject to the measures for electronic provision are posted on the Tokyo
Stock Exchange (TSE)’s website. Please access the TSE website (Listed Company Search) below, enter and searchfor “AIDA ENGINEERING” in the “Issue name (company name)” field or “6118,” the securities code of theCompany in the “Code” field, select “Basic information” and “Documents for public inspection/PR information,”in that order to peruse the available information.
TSE’s website (Listed Company Search)https://www2.jpx.co.jp/tseHpFront/JJK020010Action.do?Show=ShowIn the event that you do not attend the meeting in person on the day, you can exercise your voting rights via theInternet or by postal mail. Please review the Reference Documents for the General Meeting of Shareholders
provided in the matters subject to the measures for electronic provision, and exercise your voting rights by no later
than 6:00 p.m., Monday, June 26, 2023.
1. Date/Time:
2. Place:

10:30 a.m., Tuesday, June 27, 2023
The conference room of the Company
2-10 Ohyama-cho, Midori-ku, Sagamihara, Kanagawa, Japan

3. Meeting Agenda:
Matters to be reported: 1. Business Report, Consolidated Financial Statements and Non-Consolidated
Financial Statements for the 88th Fiscal Year (from April 1, 2022 to March 31,
2023)
2. Audit Reports of the Accounting Auditors and the Board of Statutory Auditorson the Consolidated Financial Statements for the 88th Fiscal Year (from April
1, 2022 to March 31, 2023)
Proposals to be resolved:
Proposal 1
Proposal 2

Appropriation of Retained Earnings
Election of Eight (8) Directors

1

4. Other Matters Determined for Convocation of the General Meeting of Shareholders(1) In accordance with the provisions of laws and regulations and Article 16 of the Company’s Articles ofIncorporation, among the matters subject to the measures for electronic provision, the following items are
excluded from the paper-based documents delivered to shareholders who have made a request for deliveryof such documents. Accordingly, the paper-based documents delivered to shareholders who have made arequest for delivery of such documents are part of the target documents audited by the Statutory Auditors
and the Accounting Auditors in the preparation of their audit reports.
 “Matters Related to the Company’s Stock Acquisition Rights” and “Corporate Systems and Policies” inthe Business Report
 “Consolidated Statements of Changes in Net Assets” and “Notes to Consolidated Financial Statements”
in the Consolidated Financial Statements
 “Non-Consolidated Statements of Changes in Net Assets” and “Notes to Non-Consolidated Financial
Statements” in the Non-Consolidated Financial Statements(2) If you exercise your voting rights both via the Internet and by postal mail, we will only accept the exerciseof your voting rights via the Internet as valid. If you exercise your voting rights more than once via theInternet, we will only accept the most recent exercise of your voting rights as valid.
(3) If you make no indication whether you are voting for or against the proposals on the returned voting form,
you shall be deemed to have voted FOR the proposals.
(4) The exercise of voting rights by proxy is limited to exercise by delegating said rights to another shareholder
with voting rights. If you do so, please note that you are requested to submit a document evidencing theauthority of proxy (a power of attorney and your voting form to be used by the proxy to exercise your voting
rights) in addition to the voting form of the shareholder to attend as proxy at the reception of the venue.
(5) Notice of resolutions made by this General Meeting of Shareholders shall be posted on the Company’s
website. Thank you for your understanding.

◎ If attending the meeting on the day, please submit the enclosed voting form at the reception desk upon yourarrival.
◎ If revisions to the matters subject to the measures for electronic provision arise, a notice of the revisions and thedetails of the matters before and after the revisions will be posted on the Company’s website and TSE’s website
on the Internet, which are mentioned in the previous page.
(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 provide stable shareholder returns by aiming for a consolidated
dividend payout ratio of 40% or higher while taking into consideration the need to ensure the stability of ourmanagement and financial foundations and our strategic investments for sustainable growth, which is consistent
with our management policy of growing together with our stakeholders.
The Company will pay an ordinary dividend of ¥30 per share (the consolidated dividend payout ratio: 138.3%) 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¥30 per share of the Company’s common stock
Total payment: ¥1,921,434,330(3) Date on which the dividend of retained earnings shall take effectJune 28, 2023

3

Proposal 2-Election of Eight (8) Directors
The terms of office of all seven (7) Directors (of which, three (3) are Outside Directors) will expire at the conclusionof this General Meeting of Shareholders. Accordingly, in order to further strengthen corporate governance, theincrease of one (1) female Outside Director and the election of eight (8) Directors are proposed.
If this Proposal is approved in its current form, the proportion of Independent Outside Directors in the Board of
Directors will be 50%.
[Reference]
If this Proposal is approved in its current form, the composition of the Board of Directors will be as follows:

The candidates for Directors are listed below.
No.

Name

GenderCurrent positions and duties at theCompany

1

Kimikazu Aida

Male

Representative Director and Chairman

Toshihiko Suzuki

Male

3

Hiromitsu Ugawa

Male

4

Yap Teck Meng

Male

Director, Operating Officer

5

Hirofumi Gomi

Male

Director

6

Mikio Mochizuki

Male

Director

7

Isao Iguchi

Male

Director

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

Kiyoe Kado
(Name on the family
register: Kiyoe Takeda)

Candidate for re-election

Representative Director and President
Chief Executive Officer (CEO)Division Manager, Production Headquarters Candidate for re-election
Division Manager, Research &Development Headquarters
Director, Managing Executive Officer
Division Manager, General Administration Candidate for re-election
Headquarters

2

8

Candidate attribute

Female

4

No.

Name
(Date of birth)

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

December 1976
June
1982
September 1989
April
1992
Kimikazu Aida
2001
(December 13, 1951) April
October 2011

1

Joined AIDA ENGINEERING, LTD.
Director
Representative Director (current position)
President
Chief Executive Officer (CEO)Division Manager, Research & Development
Headquarters[Candidate for re-election]
June
2018 Chairman (current position)<Concurrent holding of important positions>
Chairman, AIDA AMERICA CORP.
<Reasons for electing the candidate for Director>
Kimikazu Aida has led the Company’s global strategies and development of new products
for 33 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 he has
assumed responsibility for the management of the Group as Representative Director andChairman with the beginning of the new medium-term management plan from April 2023.
Based on the above, we judge that he is the right person for realization of sustainableimprovement of corporate value, and request his re-election as Director.

Number of theCompany’s
shares held

5

1,447,879

No.

Name
(Date of birth)

Brief personal history, position, duties andconcurrent holding of important positions
December 2011
June
2014
May
2015
June
2015
June
2017

2

Joined AIDA ENGINEERING, LTD.
Operating Officer
Division Manager, Engineering Headquarters
Director
Managing Executive Officer
Division Manager, Sales Headquarters
June
2018 Senior Managing Executive Officer
October 2018 Division Manager, Sales & Customer Service
Headquarters
April
2020
Representative Director (current position)
Toshihiko Suzuki
Executive
Vice President(August 28, 1961)
Chief Operating Officer (COO)
Division Manager, Sales Headquarters[Candidate for re-election]
Division Manager, Production Headquarters(current position)
June
2022 Division Manager, Research & Development
Headquarters (current position)
April
2023 President (current position)
Chief Executive Officer (CEO) (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 divisions. He is well versed in the entire business of the Company, andhas abundant experience and broad knowledge, including working overseas. From April
2023, he has demonstrated his capacities for strength in leadership as Representative
Director and President and assumed responsibility for the management of the Group,
providing a powerful push forward to the start of the new medium-term management plan.
Based on the above, we judge that he is the right person for steady achievement of themedium-term management plan and realization of sustainable improvement of corporate
value, and request his re-election as Director.

Number of theCompany’s
shares held

6

12,150No.

Name(Date of birth)

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

3

Number of theCompany’s
shares held

1984

Joined The Fuji Bank, Limited (currently
Mizuho Bank, Ltd.)
February 2012 General Manager, Agent Business Office,Investment Business Administration
Department, Mizuho Corporate Bank, Ltd.
(currently Mizuho Bank, Ltd.)
April
2014 Joined AIDA ENGINEERING, LTD.
General Manager, Finance & Accounting
Department, General Administration
Headquarters
Hiromitsu Ugawa
2015 Deputy Division Manager, General(December 13, 1961) March
Administration Headquarters
2016 Operating Officer[Candidate for re-election] June
Division Manager, General Administration
Headquarters (current position)
June
2018 Managing Executive OfficerJune2020 Director (current position)
Operating Officer
June2022 Managing Executive Officer (current
position)<Concurrent holdings of important positions>
Chairman, AIDA S.r.l.
<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 Managing Executive 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.

7

9,723

No.

Name
(Date of birth)

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

4

Joined AIDA MANUFACTURING(MALAYSIA) SDN.BHD. (currently AIDAENGINEERING (M) SDN. BHD.)
November 2007 Operating Officer, AIDA ENGINEERING,
LTD.
June
2010 Managing Executive Officer
Yap Teck Meng
2013 Director (current position)(September 4, 1962) June
Executive Officer
2014 Managing Executive Officer[Candidate for re-election] June
June
2022 Operating Officer (current position)<Concurrent holdings of important positions>
Chairman, AIDA GREATER ASIA PTE. LTD.
Chairman, AIDA ENGINEERING (M) SDN. BHD.
Chairman, AIDA MANUFACTURING (ASIA) SDN. BHD.
<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 Operating Officer of the Company aswell, and we judge that he is the right person for realization of sustainable improvement ofcorporate value. Based on the above, the Company requests his re-election as Director.

Number of theCompany’s
shares held

1996

8

0

No.

Name
(Date of birth)

Hirofumi Gomi
(May 13, 1949)[Candidate for re-election][Outside Director]

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

1972
1996

June

1998

July

2000

July

2001

July

2002

July
2004
July
2007
November 2009

[Independent Director]

January
February

5

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
Board of Directors’June2015 Outside Director, AIDA ENGINEERING,
meeting attendanceLTD. (current position)
during the fiscal year
June
2016 Outside Director, Infoteria Corporation
ended March 31, 2023 (currently Asteria Corporation) (current
100% (12 out of 12
position)
meetings)
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 (currently SBI Shinsei Bank,
Limited) (current position)<Concurrent holding of important positions>
Chairman of the Board, SBI 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.
9

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)
April
2014
Managing Executive Officer, General
Mikio Mochizuki
Manager of Finance & Accounting Division,(July 8, 1954)
IHI Corporation
June
2016
Director, Managing Executive Officer,[Candidate for re-election]
General Manager of Finance & Accounting[Outside Director]
Division, IHI Corporation[Independent Director]
April2017 Director, Managing Executive Officer,
President of Industrial Systems and GeneralBoard of Directors’
Purpose Machinery Business Area, IHI
meeting attendance
Corporation
during the fiscal year
ended March 31, 2023 - April
2018 Director, IHI Corporation
100% (12 out of 12
June2018 Adviser, IHI Corporation (resigned in June
meetings)
2021)
June
2021 Outside Director, AIDA ENGINEERING,
LTD. (current position)
June
2022 Outside Director, Toshiba Corporation(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 experience incorporate management at other companies as an outside officer, through his career at IHI
Corporation as President and CEO of Regional Headquarter for the Americas, Director,
Managing Executive Officer, General Manager of Finance & Accounting Division, andDirector responsible for Industrial Systems and General-Purpose Machinery Business
Area, and he has been providing advice and suggestions useful for management of theCompany. 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, theCompany 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 reelection as Outside Director.

Number of theCompany’s
shares held

1978

10

408

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, 2023 Electric Corporation
100% (12 out of 12
April
2019 Senior Corporate Adviser, Mitsubishi Electric
meetings)
Corporation (resigned in March 2022)
June
2021 Outside Director, AIDA ENGINEERING,
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.

Number of theCompany’s
shares held

1977
2008

11

1,069

No.

Name
(Date of birth)

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

8

Assistant, University of Tokyo Faculty ofLaw
July
1981 Researcher, Anderson Mōri & Rabinowitz(Currently Anderson Mōri & Tomotsune)
April
1985 Full-Time Lecturer, University of Toyama
Faculty of Economics
April1987 Assistant Professor, University of Toyama
Faculty of Economics
April1988 Assistant Professor, University of Tsukuba
Faculty of Social Sciences
April
1992 Assistant Professor, Seijo University Facultyof Law
April
1995 Professor, Rikkyo University College of Law
and Politics
October 2005 Managing Director, Rikkyo Educational
Corporation
Kiyoe Kado
2010 Dean, Rikkyo University College of Law and(February 8, 1955) April
Politics(Name on the family
2016 Auditor (part time), Chiba University
register: Kiyoe Takeda) April
June
2017 Outside Director, LIXIL VIVA
[New candidate]
CORPORATION (currently ARCLANDS[Outside Director]
CO., LTD.)[Independent Director]
June2018 Outside Director (Audit and Supervisory
Committee Member), LIXIL VIVACORPORATION (currently ARCLANDS
CO., LTD.)
April
2020 Professor Emeritus, Rikkyo University(current position)July2020 Registered as an attorney-at-law (Dai-ichi
Tokyo Bar Association)
Joined Shimada Hamba & Osajima as
Visiting Attorney (current position)
April
2022 Visiting Professor, Meiji Gakuin University(current position)
June
2022 Director, Trust Forum Foundation (current
position)<Concurrent holding of important positions>Not applicable<Reasons for electing the candidate for Outside Director and the overview of expectedroles>In addition to participating in research studies in the field of civil law, Kiyoe Kado has
acquired advanced expertise and abundant experience in general business legal practices,
including corporate and financial legal practices, as a legal specialist. In addition, she has
experience in corporate management at other companies as an outside officer. We expect
her to utilize these for the Company’s management and supervise management from an
independent and objective point of view. Based on the above, the Company judges that she
is suitable as Outside Director of the Company and request her new election as Outside
Director.

Number of theCompany’s
shares held

1978

12

0

(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, Isao Iguchi and Kiyoe Kado are candidates for Outside Directors as
stipulated in Article 2, Paragraph 3, Item 7 of the Ordinance for Enforcement of the Companies Act.
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. If the election of Kiyoe
Kado is approved, the Company will designate her as an Independent Director and register her with theTokyo Stock Exchange.
5. Mikio Mochizuki had served until June 2018 as Director of IHI Corporation, one of the Company’sbusiness partners, but for the fiscal year ended March 31, 2023, the transaction amount between the
Company and IHI Corporation is immaterial, as the Company’s sales to IHI Corporation and purchasesfrom IHI 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.
6. Isao Iguchi 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, 2023, the transaction
amount between the Company and Mitsubishi Electric Corporation is immaterial, as the Company’ssales to Mitsubishi Electric Corporation and purchases from Mitsubishi Electric Corporation eachcomprised 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.
7. Mikio Mochizuki had served from June 2016 until June 2018 as Director of IHI Corporation, where it
was announced in March 2019 that inadequate practices had occurred in IHI Corporation’s Civil AeroEngine Maintenance Business. IHI Corporation conducted an investigation covering the period fromJanuary 2009 to January 2019, and it received a business improvement order from the Ministry of Land,
Infrastructure, Transport and Tourism in April of that year. In May 2019, it announced that there were
inadequate practices, including inspections being performed by parties without the proper qualifications.
He had already resigned as Director of IHI Corporation when these practices were discovered, and was
not aware of the relevant facts before the issue was announced, either when he was a Director, or beforethat.
8. Improper quality control practices were discovered at multiple manufacturing locations of Mitsubishi
Electric Corporation, where Isao Iguchi had 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 as well as May and October 2022. He had already resigned from this executive role at Mitsubishi
Electric Corporation when these practices were discovered, and was not aware of the relevant facts
before the issue was announced, either when he was in the executive role, or before that.
9. Kiyoe Kado had served from June 2017 until March 2021 as Outside Director of LIXIL VIVACORPORATION (currently ARCLANDS CO., LTD.), during which LIXIL VIVA CORPORATION
received a recommendation from the Japan Fair Trade Commission related to the identification ofactions in violation of the Act against Delay in Payment of Subcontract Proceeds, etc. to Subcontractors.
Although she was not aware of these practices before the facts were uncovered, she regularly brought
attention to the importance of compliance with laws and regulations at meetings of the Board of
Directors, and after the facts were uncovered, she endeavored to duly perform her duties in regard to thesituation by offering various recommendations and expressing opinions toward improving said
Company’s internal legal compliance system to order to prevent recurrence.
10. The term of office of Hirofumi Gomi as an Outside Director is eight (8) years at the closing of this
General Meeting of Shareholders. The terms of office of Mikio Mochizuki and Isao Iguchi as Outside
Directors are two (2) years at the closing of this General Meeting of Shareholders.
11. 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 this13

General Meeting of Shareholders, the Company will continue the aforementioned liability limitation
contracts with them. If the election of Kiyoe Kado is approved, the Company will enter into the same
contract with her.
12. 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
OfficerRiskmanagement,
Corporate Finance &International
legal affairs,
management accounting
operations&
compliance*1

Kimikazu Aida◯

Toshihiko Suzuki

◯

◯
◯
◯

Hiromitsu Ugawa◯

Hirofumi Gomi✓

Mikio Mochizuki✓

Isao Iguchi✓

Kiyoe Kado

✓

◯

◯

◯

◯

◯

◯

◯

◯

◯

Personnel
affairs &humanresource
development

◯
◯

◯

◯
◯

◯

IT & DX◯◯

Yap Teck Meng

Technology
Sales &
& researchmarketinganddevelopment◯◯(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.

14

(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 subsidiary

End of document15