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

Securities code: 6104
May 28, 2021
To our shareholders:
Shigetomo Sakamoto,President
SHIBAURA MACHINE CO., LTD.
2-2 Uchisaiwaicho 2-Chome, Chiyoda-ku, TokyoNOTICE OF THE 98TH ORDINARY GENERAL MEETING OF SHAREHOLDERS
We are pleased to announce the 98th Ordinary General Meeting of Shareholders of SHIBAURA MACHINE CO.,LTD. (the “Company”), which will be held as described below.
Having carefully considered the options for preventing the spread of novel coronavirus (COVID-19) infection, if at
all possible, you are strongly encouraged to refrain from coming to the venue on the date of the meeting and exercise
your voting rights by postal mail or via the Internet, etc. Please exercise your voting rights after reviewing the attached
Reference Documents for the General Meeting of Shareholders no later than 5:30 p.m., Friday, June 18, 2021 (Japan
Standard Time).
1. Date and Time: Monday, June 21, 2021 at 10:00 a.m. (Reception desk opens at 9:00 a.m.) (Japan StandardTime)
2. Venue:Tokyo Kaikan, 3F “Rose”
2-1 Marunouchi 3-Chome, Chiyoda-ku, Tokyo
3. Purposes:
Items to be reported:
1. Business Report and Consolidated Financial Statements for the 98th Term (from April 1, 2020 to March 31,2021), as well as the results of audit of the Consolidated Financial Statements by the Accounting Auditor
and the Audit and Supervisory Committee.
2. Non-Consolidated Financial Statements for the 98th Term (from April 1, 2020 to March 31, 2021)
Items to be resolved:
Proposal 1:
Partial Amendments to the Articles of Incorporation
Proposal 2:
Election of Nine (9) Directors (excluding Directors Who Are Audit and Supervisory
Committee Members)
Proposal 3:
Election of Three (3) Directors Who Are Audit and Supervisory Committee Members
Proposal 4:
Election of One (1) Substitute Director Who Is an Audit and Supervisory Committee
Member-1-

Reference Documents for the General Meeting of Shareholders
Proposal 1:

Partial Amendments to the Articles of Incorporation

1. Reason for the proposal(1) In order to further strengthen the foundations for business revenue, the Company will add a businesspurpose to Article 2 (Purpose) of the current Articles of Incorporation, and adjust the necessary item
numbers in line with this.
(2) The Company will change the method of public notice from the Nihon Keizai Shimbun to electronic public
notice in order to improve the convenience of viewing public notices and streamline public noticeprocedures in consideration of the widespread use of the Internet, and will also stipulate measures to betaken when electronic public notice cannot be made due to unavoidable reasons.
2. Details of the amendments
The details of the amendments are as follows:(The amended parts are indicated by underlined text. Some underlining does not coincide with the Japanese version because oftranslation adjustments.)
Current Articles of Incorporation
Proposed amendment
Article 1. (Omitted)
Article 1. (Unchanged)(Purpose)(Purpose)
Article 2.
Article 2.
The purpose of the Company shall be to engage in the
The purpose of the Company shall be to engage in thefollowing business activities:
following business activities:(1) to (7) (Omitted)(1) to (7) (Unchanged)(8) manufacture and sale of medical devices; and(8) manufacture and sale of medical devices;(Japanese unchanged; change in English only)(Japanese unchanged; change in English only)(Newly established)(9) development and sale of land, and development, use, sale,purchase, lease, brokerage and management of real estate;and(9) (Omitted)(10) (Unchanged)
Article 3. to Article 4. (Omitted)
Article 3. to Article 4. (Unchanged)(Method of Giving Public Notices)(Method of Giving Public Notices)
Article 5.
Article 5.
The method of public notices of the Company shall be
Public notices of the Company shall be given in the Nihon
Keizai Shimbun.
electronic public notice. provided, however, that if theCompany is unable to give an electronic public notice becauseof an accident or any other unavoidable reason, public noticesof the Company may be given in the Nihon Keizai Shimbun.
Article 6. to Article 36. (Omitted)
Article 6. to Article 36. (Unchanged)-2-

Proposal 2:

Election of Nine (9) Directors (excluding Directors Who Are Audit and Supervisory Committee
Members)

The terms of office of all nine Directors (excluding Directors who are Audit and Supervisory Committee Members;
the same shall apply hereinafter in this proposal) will expire at the conclusion of this Ordinary General Meeting of
Shareholders. Thus, the Company proposes that nine Directors be elected.
In addition, the Audit and Supervisory Committee has judged each candidate to be a reasonable nomination for the
position of Director of the Company for this proposal.
The candidates for Director are as follows:
No.

Name

Current position and responsibilities in the
Company

Notes

Attendance at theBoard of Directors
meetings

1

Yukio Iimura

Chairman and Chief Executive Officer[Reelection]

2

Shigetomo Sakamoto

President and Chief Operating Officer
Security and Regulation Control Division[Reelection]

General Manager

16 of 16
(100%)
16 of 16
(100%)

Director and Executive Operating Officer
3

Akiyoshi Kobayashi

R&D Center General Manager, Sagami
Plant General Manager, in charge of[Reelection]

Administration Division, and in charge ofSystem Strategy Division
Director and Executive Operating Officer
4

Hiroaki Ota

Chief Financial Officer and in charge ofCorporate Strategic Planning Division

5

Kiyoshi Sato

Outside Director[Reelection][Reelection][Outside][Independent]

6

Seigo Iwasaki

Outside Director[Reelection][Outside][Independent][Reelection]

7

Hiroshi Inoue

Outside Director

8

Kazumine Terawaki

Outside Director

9

Chisa Hayakawa

Outside Director[Outside][Independent][Reelection]

Note:[Outside][Independent][Reelection][Outside]

16 of 16
(100%)

13 of 13
(100%)
15 of 16(94%)
16 of 16
(100%)
16 of 16
(100%)
16 of 16
(100%)
13 of 13

(100%)[Independent]
For Hiroaki Ota and Chisa Hayakawa, the attendance status at meetings of Board of Directors only incorporates the meetingsof the Board of Directors that have been held since their appointments on June 29, 2020.

-3-

No.

Name (Date of birth)

Career summary, position and responsibilities (Significant
concurrent positions outside the Company)
Apr. 1980
Oct. 2000
Oct. 2004

Yukio Iimura(June 17, 1956)[Reelection]
1

June 2006
June 2008
June 2009
June 2013
Apr. 2017
May 2017

Joined the Company
Injection Molding Machine Engineering
Department Senior Manager of the Company
Micro-Pattern Imprinting Device Division
General Manager of the Company
Director of the Company
Headquarters of Engineering Division General
Manager of the Company
President of the Company
President and Chief Executive Officer of theCompany
Chairman and Chief Executive Officer of theCompany (present position)
Chairman of Japan Machine Tool Builders’
Association (present position)

Number of theCompany’s shares
owned

30,174[Reasons for nomination as candidate for Director]
Since being appointed as President of the Company in 2009, Yukio Iimura has used his strong leadership skills to guidethe whole Group. Since April 2017, he has served as Chairman and Chief Executive Officer of the Company, and has
been involved in management of the Group with the aim of continuing to further enhance corporate value. We expect
him to strengthen corporate governance and the management supervisory structure still further, and have thus
nominated him as a candidate for Director.
[Attendance at the Board of Directors meetings (from April 1, 2020 to March 31, 2021)]
Attended all of the 16 meetings

-4-

No.

Name (Date of birth)

Career summary, position and responsibilities (Significant
concurrent positions outside the Company)
Apr. 1983
June 2006
June 2009
June 2010
Oct. 2010
June 2013

June 2016
Shigetomo Sakamoto(May 22, 1958)[Reelection]
2

Apr. 2017

June 2017

June 2019Feb. 2020
Apr. 2020

Joined the Company
Corporate Planning Division General Managerof the Company
Director of the Company
Tokyo Head Office General Manager of theCompany
Global Corporate Strategy Division General
Manager of the Company
Director and Managing Executive Officer,
Component Business Unit General Manager,
and Corporate Planning Division General
Manager of the Company
Representative Director and Executive
Operating Officer, Compliance Division
General Manager, Security and Regulation
Control Division General Manager, Corporate
Strategic Planning Division General Manager,
Sagami Plant General Manager, and RMO of
the Company
Machine Tools Business Unit General Manager
and Gotemba Plant General Manager of theCompany
In charge of Corporate Strategic Planning
Division and in charge of TQM Promotion
Division of the Company
Vice President and Operating Officer of theCompany
President and Chief Operating Officer of theCompany (present position)
Security and Regulation Control Division
General Manager of the Company (present
position)

Number of theCompany’s shares
owned

11,016[Reasons for nomination as candidate for Director]
Shigetomo Sakamoto was appointed as President and Chief Operating Officer of the Company in February 2020,
becoming responsible for management of the Group, such as executing the management reform plan, based on his
extensive experience and achievements primarily in the Corporate Strategic Planning Division. We expect him toenhance corporate value by further strengthening the management base and reliably executing the management reform
plan, and have thus nominated him as a candidate for Director.
[Attendance at the Board of Directors meetings (from April 1, 2020 to March 31, 2021)]
Attended all of the 16 meetings

-5-

No.

Name (Date of birth)

Career summary, position and responsibilities (Significant
concurrent positions outside the Company)
Apr. 1985
Oct. 2004
June 2013
June 2014

June 2015

June 2016
Akiyoshi Kobayashi(November 14, 1960)

Apr. 2017[Reelection]
June 20183
June 2019Feb. 2020
Apr. 2020

Joined the Company
Extrusion Machine Engineering Department
Senior Manager of the Company
Extrusion Machine Division General Managerof the Company
Executive Officer, Advanced Machinery
Business Unit Deputy General Manager of theCompany
Director and Executive Officer, Advanced
Machinery Business Unit General Manager of
the Company
In charge of Control Systems Division of theCompany
Molding Machinery Business Unit General
Manager, Administration Division General
Manager, and Sagami Plant General Managerof the Company
Director and Senior Managing Executive
Officer, Corporate Strategic Planning Division
General Manager, and Engineering and Quality
Division General Manager of the Company
Director and Executive Operating Officer(present position) and in charge of Control
Systems Division of the Company
Compliance Division General Manager of theCompany
R&D Center General Manager, Sagami Plant
General Manager, in charge of Administration
Division, and in charge of System Strategy
Division of the Company (present position)

Number of theCompany’s shares
owned

9,683

[Reasons for nomination as candidate for Director]
Since being appointed as Director of the Company, Akiyoshi Kobayashi has been involved with management mainly
from the perspective of the Research and Development Division, based on his extensive experience and achievements
gained through execution of operation in the Extrusion Machine business in the past. We believe that he is qualified tofurther expand the Group’s business, refine the Group’s technology and raise quality, and have high expectations for his
management decision-making and oversight. Accordingly, we have nominated him as a candidate for Director.
[Attendance at the Board of Directors meetings (from April 1, 2020 to March 31, 2021)]
Attended all of the 16 meetings

-6-

No.

Name (Date of birth)

Career summary, position and responsibilities (Significant
concurrent positions outside the Company)
Apr. 1984
Apr. 2001
Feb. 2009
Mar. 2014
Aug. 2014

Hiroaki Ota(March 7, 1962)[Reelection]

Feb. 2015

Mar. 20154
Apr. 2017
Apr. 2020
June 2020
Aug. 2020

Joined Mitsui Bank (currently Sumitomo
Mitsui Banking Corporation)
Joined Daiwa Securities SMBC Co. Ltd.
(currently Daiwa Securities Co. Ltd.)
Joined GCA Savvian Corporation (currently
GCA Corporation)
Audit and Supervisory Board Member of
Mezzanine Corporation
Audit and Supervisory Board Member of GCA
FAS Co., Ltd.
CFO and Managing Director of GCA Savvian
Corporation (currently GCA Corporation)
Director of GCA Savvian Singapore Private
Ltd.
Director, CFO and Managing Director of GCA
Savvian Corporation (currently GCA
Corporation)
Managing Director of GCA Corporation
Executive Operating Officer of GCA Partners
Corporation
Director of the Company
Director and Executive Operating Officer,
Chief Financial Officer and in charge ofCorporate Strategic Planning Division of theCompany (present position)

Number of theCompany’s shares
owned

2,083

[Reasons for nomination as candidate for Director]
Hiroaki Ota is responsible for strengthening the Group management structure as CFO based on his extensive experienceand achievements related to finance and corporate management through the execution of business at other companies.
We believe that he is qualified to further strengthen the Group management structure, and have high expectations for his
management decision-making and oversight. Accordingly, we have nominated him as a candidate for Director.
[Attendance at the Board of Directors meetings (from April 1, 2020 to March 31, 2021)]
Of 16 meetings, attended all 13 meetings held after his appointment

-7-

No.

Name (Date of birth)

Career summary, position and responsibilities (Significant
concurrent positions outside the Company)
Apr. 1979
Apr. 2003

5

Number of theCompany’s shares
ownedJoined Tokyo Electron Limited
Senior Executive, president’s office of Tokyo
Electron Limited
June 2003
President and CEO of Tokyo Electron Limited
Apr. 2009
Vice Chairman of the Board of Tokyo Electron
LimitedJune 2011
Director of Tokyo Electron Limited
Kiyoshi Sato
Chairman of Tokyo Electron America, Inc.
(April 2, 1956)
Chairman of Tokyo Electron Europe, Ltd.
0
[Reelection]
Nov. 2013
Director of Tokyo Electron Limited[Candidate for Outside Director]
President of TEL Solar AG[Candidate for Independent
June 2016
Audit and Supervisory Board Member of Tokyo
Officer]
Electron Yamanashi Limited
June 2017
Outside Director of the Company (present
position)
June 2019
Outside Director of Mazda Motor Corporation(present position)
June 2019
Outside Director of Inabata & Co., Ltd. (present
position)[Reasons for nomination and overview of expected roles]
Kiyoshi Sato possesses an impressive character and knowledge, and the Company expects that he will provide advice
and recommendations to ensure the adequacy and appropriateness of business execution by utilizing his extensive
experience and knowledge gained as an officer for other companies, including overseas business. Accordingly, we havenominated him as a candidate for Outside Director.
[Regarding Independence]
There is no special interest between Mazda Motor Corporation and Inabata & Co., Ltd., at which he is engaged in his
main concurrent posts, and the Company.
[Attendance at the Board of Directors meetings (from April 1, 2020 to March 31, 2021)]
Attended 15 of the 16 meetings

-8-

No.

Name (Date of birth)

Career summary, position and responsibilities (Significant
concurrent positions outside the Company)
Mar. 1969
July 1988

6

Number of theCompany’s shares
ownedJoined SHIZUOKA GAS Co., Ltd.
General Planning Group Leader of SHIZUOKAGAS Co., Ltd.
Mar. 1996
Director of SHIZUOKA GAS Co., Ltd.
Mar. 2000
Managing Director of SHIZUOKA GAS Co.,
Ltd.
Mar. 2001
Senior Managing Director of SHIZUOKA GASCo., Ltd.
Seigo Iwasaki
Mar. 2006
Representative Director and President of(October 8, 1946)
SHIZUOKA GAS Co., Ltd.
Jan. 2011
Representative Director and Chairman of
4,000[Reelection]
SHIZUOKA GAS Co., Ltd.
[Candidate for Outside Director]
May 2014
Outside Director of STAR MICRONICS CO.,
[Candidate for IndependentLTD. (present position)
Officer]June 2015
Outside Director of Murakami Corporation(present position)
Jan. 2018
Director and Special Adviser of SHIZUOKAGAS Co., Ltd.
June 2018
Outside Director of the Company (present
position)Mar. 2020
Special Adviser of SHIZUOKA GAS Co., Ltd.
(present position)[Reasons for nomination and overview of expected roles]
Seigo Iwasaki possesses an impressive character and knowledge, and the Company expects that he will provide advice
and recommendations to ensure the adequacy and appropriateness of business execution by utilizing his extensive
experience and knowledge gained as an officer for other companies. Accordingly, we have nominated him as a
candidate for Outside Director.
[Regarding Independence]
There is no special interest between STAR MICRONICS CO., LTD. and Murakami Corporation at which he is engaged
in his main concurrent posts, and the Company.
[Attendance at the Board of Directors meetings (from April 1, 2020 to March 31, 2021)]
Attended all of the 16 meetings

-9-

No.

Name (Date of birth)

Career summary, position and responsibilities (Significant
concurrent positions outside the Company)
Apr. 1963
June 1993
June 1996

7

Number of theCompany’s shares
ownedJoined Tokyo Broadcasting System, Inc.
Director of Tokyo Broadcasting System, Inc.
Managing Director of Tokyo Broadcasting
System, Inc.
June 1997
Senior Managing Director of Tokyo
Broadcasting System, Inc.
June 2001
Vice President and Representative Director ofTokyo Broadcasting System, Inc.
June 2002
President and Representative Director of Tokyo
Broadcasting System, Inc.
Oct. 2004
President and Representative Director of Tokyo
Broadcasting System Television, Inc.
Hiroshi Inoue
June 2006
Outside Director of Tokyo Electron Limited(January 5, 1940)
Apr. 2009
Chairman and Representative Director of Tokyo
Broadcasting System Holdings, Inc. (currently
0[Reelection]
TBS HOLDINGS, INC.)[Candidate for Outside Director]
Chairman and Representative Director of Tokyo[Candidate for Independent
Broadcasting System Television, Inc.
Officer]
Apr. 2012
President of The Japan Commercial
Broadcasters Association (general incorporated
association)
Apr. 2016
Honorary Chairman and Director of Tokyo
Broadcasting System Holdings, Inc. (currently
TBS HOLDINGS, INC.)
Honorary Chairman and Director of Tokyo
Broadcasting System Television, Inc.
June 2018
Executive Advisor of Tokyo Broadcasting
System Television, Inc.
June 2019
Outside Director of the Company (present
position)[Reasons for nomination and overview of expected roles]
Hiroshi Inoue possesses an impressive character and knowledge, and the Company expects that he will provide advice
and recommendations to ensure the adequacy and appropriateness of business execution by utilizing his extensive
experience and knowledge gained as an officer for other companies. Accordingly, we have nominated him as a
candidate for Outside Director.
[Attendance at the Board of Directors meetings (from April 1, 2020 to March 31, 2021)]
Attended all of the 16 meetings- 10 -

No.

Name (Date of birth)

Career summary, position and responsibilities (Significant
concurrent positions outside the Company)
Apr. 1980

8

Number of theCompany’s shares
owned

Prosecutor of Tokyo District Public Prosecutors
OfficeJan. 2014
Director-General of Public Security Intelligence
AgencyJan. 2015
Superintending Prosecutor, Sendai High
Prosecutors Office
Sept. 2016
Superintending Prosecutor, Osaka High
Prosecutors Office
Kazumine Terawaki
Apr. 2017Retired from his post of Superintending(April 13, 1954)
Prosecutor, Osaka High Prosecutors Office
June 2017
Lawyer registration (Tokyo Bar Association),
100[Reelection]
Joined Satoshi Suzuki Law Office (present[Candidate for Outside Director]
position)[Candidate for Independent
Feb. 2018
Outside Corporate Auditor of Kewpie
Officer]
Corporation (present position)
June 2018
External Audit and Supervisory Board Memberof The Shoko Chukin Bank, Ltd. (present
position)
June 2019
Outside Director of the Company (present
position)
June 2019
Outside Audit and Supervisory Board Memberof Kajima Corporation (present position)[Reasons for nomination and overview of expected roles]
Kazumine Terawaki possesses an impressive character and knowledge, and the Company expects that he will provide
advice and recommendations to ensure the adequacy and appropriateness of business execution by utilizing his
extensive experience and knowledge gained as a lawyer and an outside officer for other companies. Accordingly, we
have nominated him as a candidate for Outside Director.
[Regarding Independence]
There is no special interest between Kewpie Corporation, The Shoko Chukin Bank, Ltd. and Kajima Corporation, at
which he is engaged in his main concurrent posts, and the Company.
[Attendance at the Board of Directors meetings (from April 1, 2020 to March 31, 2021)]
Attended all of the 16 meetings- 11 -

No.

Name (Date of birth)

Career summary, position and responsibilities (Significant
concurrent positions outside the Company)
Apr. 1991
Mar. 1998
July 2009
Apr. 20119Notes:

1.
2.
3.

4.

5.

6.

Number of theCompany’s shares
ownedJoined Sanyo Securities Company Limited
Joined FANCL CORPORATION
Joined Calbee, Inc.
Investor Relations Group Manager of Calbee,
Inc.
Apr. 2013
Executive Officer (present position) andInvestor Relations Department General
Manager of Calbee, Inc.
Chisa Hayakawa
Apr. 2014
Corporate Planning Department General(June 27, 1968)
Manager and Investor Relations Department
General Manager of Calbee, Inc.
1,000
[Reelection]
Apr. 2016
East Japan Sales Department Deputy General[Candidate for Outside Director]
Manager of Calbee, Inc.
[Candidate for Independent
Apr. 2017
East Japan Sales Department General Manager
Officer]of Calbee, Inc.
Apr. 2019
Financial & Accounting Department General
Manager of Calbee, Inc.
June 2020
Outside Director of the Company (present
position)
Apr. 2021
Financial & Accounting Department General
Manager and Investor Relations Department
General Manager of Calbee, Inc. (present
position)[Reasons for nomination and overview of expected roles]
Chisa Hayakawa possesses an impressive character and knowledge, and the Company expects that she will provide
advice and recommendations to ensure the adequacy and appropriateness of business execution by utilizing her
expertise as a certified tax accountant and a securities analyst and her extensive experience and knowledge gained
through wide-ranging business execution. Accordingly, we have nominated her as a candidate for Outside Director.
[Regarding Independence]
There is no special interest between Calbee, Inc., at which she is engaged in her main concurrent post, and theCompany.
[Attendance at the Board of Directors meetings (from April 1, 2020 to March 31, 2021)]
Of 16 meetings, attended all 13 meetings held after her appointment
There is no special interest between the above candidates for Director and the Company.
Kiyoshi Sato, Seigo Iwasaki, Hiroshi Inoue, Kazumine Terawaki and Chisa Hayakawa are candidates for Outside Director.
Kiyoshi Sato, Seigo Iwasaki, Hiroshi Inoue, Kazumine Terawaki and Chisa Hayakawa are currently Outside Directors of
the Company, and at the conclusion of this General Meeting of Shareholders, Kiyoshi Sato, Seigo Iwasaki, Hiroshi Inoue,
Kazumine Terawaki and Chisa Hayakawa will have served as Outside Directors for four years, three years, two years, twoyears and one year respectively.
In accordance with the Articles of Incorporation of the Company and Article 427, paragraph (1) of the Companies Act, theCompany has concluded limited liability agreements referred to in Article 423, paragraph (1) of the Companies Act with
Kiyoshi Sato, Seigo Iwasaki, Hiroshi Inoue, Kazumine Terawaki and Chisa Hayakawa which prescribe that the maximum
extent of the liability for damages shall be the amount set forth in laws and regulations. If their reelections are approved,
the Company plans to continue these limited liability agreements.
The Company has entered into a directors and officers liability insurance policy as provided for in Article 430-3, paragraph(1) of the Companies Act with an insurance company. This policy covers losses that may arise from liability incurred by
the insured, which includes Directors of the Company, in the course of their performance of duties, or receipt of claims
pertaining to the pursuit of such liability. However, there are certain exclusions, such losses not being covered when theyarise due to the performance of an illegal act with full knowledge of its illegality. If the reelection of the candidates for
Director is approved, they will continue to be included as an insured in the policy. Moreover, the Company intends torenew the policy with the same policy details when the next renewal is due.
The Company has designated Kiyoshi Sato, Seigo Iwasaki, Hiroshi Inoue, Kazumine Terawaki and Chisa Hayakawa as
Independent Officers based on the stipulation by the Tokyo Stock Exchange and registered them to the said exchange. If
their reelections are approved, the Company plans to continue their registration as the Independent Officers.

- 12 -

Proposal 3:

Election of Three (3) Directors Who Are Audit and Supervisory Committee Members

The terms of office of all three Directors who are Audit and Supervisory Committee Members will expire at theconclusion of this Ordinary General Meeting of Shareholders. Thus, the Company proposes that three Directors who
are Audit and Supervisory Committee Members be elected.
In addition, the prior consent of the Audit and Supervisory Committee has been obtained for this proposal.
The candidates for Directors who are Audit and Supervisory Committee Members are as follows:

No.

Name

1.

Hiroshi Takahashi

2

Yutaka Usami

Current position and responsibilities
in the Company

Director (Full-time Audit andSupervisory Committee Member)
Outside Director (Audit andSupervisory Committee Member)

Notes[Reelection][Reelection][Outside][Independent]

Attendance at
the Board of
Directors
meetings

Attendance at
the Audit andSupervisory
Committee
meetings

16 of 16

14 of 14

(100%)(100%)

16 of 16
(100%)

14 of 14
(100%)――[New election]
3

Akifumi Imamura―- 13 -[Outside][Independent]

No.

Name (Date of birth)

Career summary, position and responsibilities (Significant
concurrent positions outside the Company)
Apr. 1985
June 2010

1

Number of theCompany’s shares
ownedJoined the Company
Finance Division General Manager of theCompany
June 2013
Executive Officer and Planning Division
Deputy General Manager of the Company
June 2016
Corporate Strategic Planning Division Deputy
Hiroshi Takahashi
General Manager and Corporate Planning(January 12, 1963)
4,600
Department Senior Manager of the Company
June 2017
Corporate Strategic Planning Division General[Reelection]
Manager of the Company
June 2018
Full-time Audit and Supervisory Board
Member of the Company
June 2019
Director (Full-time Audit and Supervisory
Committee Member) of the Company (present
position)[Reasons for nomination as candidate for Director who is an Audit and Supervisory Committee Member]
Since joining the Company, Hiroshi Takahashi has gained extensive experience and achievements through his career
mainly in the financial division while working overseas, and has an impressive character and knowledge. We believethat he will be able to carry out supervision and audits of the execution of duties by Directors from a professional andobjective perspective and contribute to the soundness of the Company’s management. Accordingly, we have nominatedhim as a candidate for Director who is an Audit and Supervisory Committee Member.
[Attendance at the Board of Directors meetings (from April 1, 2020 to March 31, 2021)]
Attended all of the 16 meetings[Attendance at the Audit and Supervisory Committee meetings (from April 1, 2020 to March 31, 2021)]
Attended all of the 14 meetings- 14 -

No.

Name (Date of birth)

Career summary, position and responsibilities (Significant
concurrent positions outside the Company)
Oct. 19842

Number of theCompany’s shares
ownedJoined Tetsuzo Ota & Co. (currently Ernst &Young ShinNihon LLC)
Aug. 1988
Registered as a certified public accountant
Oct. 2006
Resigned as Representative Partner of
ShinNihon & Co. (currently Ernst & Young
ShinNihon LLC)
Nov. 2006
Established Management Power Exchange Ltd.
Representative Director (present position)
Jan. 2007
Established Usami Yutaka Certified Public
Accountant Office (present position)
June 2010
Established Usami Yutaka Certified Tax
Accountant Office (present position)
Sept. 2011
Outside Audit and Supervisory Board Member
Yutaka Usami
of NISHIKAWA KEISOKU Co., LTD.
(April 28, 1958)
Apr. 2012
Auditor of National Graduate Institute for
Policy Studies
0[Reelection]
July 2012
Outside Auditor of PADECO Co., Ltd.
[Candidate for Outside Director]
June 2014
Supervisory Officer of Tokio Marine Private[Candidate for Independent
Reit Inc. (present position)
Officer]June 2015
Outside Audit and Supervisory Board Memberof the Company
Sept. 2015
Outside Director (Audit and Supervisory
Committee Member) of NISHIKAWA
KEISOKU Co., LTD.
June 2019
Outside Director (Audit and Supervisory
Committee Member) of the Company (present
position)
May 2020
Auditor (outside) of Chiyoda Co., Ltd. (present
position)
Sept. 2020
Supervisory Director of Industrial &Infrastructure Fund Investment Corporation(present position)[Reasons for nomination and overview of expected roles]
Yutaka Usami has an impressive character and knowledge, and we expect that he will be able to reflect his extensive
experience and knowledge gained as a certified public accountant, a certified tax accountant and an outside officer forother companies. Accordingly, we have nominated him as a candidate for Outside Director who is an Audit andSupervisory Committee Member.
[Regarding Independence]
There is no special interest between Management Power Exchange Ltd., Tokio Marine Private Reit Inc., Chiyoda Co.,
Ltd. and Industrial & Infrastructure Fund Investment Corporation at which he is engaged in his main concurrent posts,
and the Company.
Yutaka Usami was a partner of the Company’s Accounting Auditor, Ernst & Young ShinNihon LLC, but was not
involved in the auditing procedures of the Company during his tenure, and resigned from the audit corporation in
October 2006.
[Attendance at the Board of Directors meetings (from April 1, 2020 to March 31, 2021)]
Attended all of the 16 meetings[Attendance at the Audit and Supervisory Committee meetings (from April 1, 2020 to March 31, 2021)]
Attended all of the 14 meetings- 15 -

No.

Name (Date of birth)

Career summary, position and responsibilities (Significant
concurrent positions outside the Company)
Apr. 1982

3

Notes:

1.
2.
3.
4.

5.

6.

Number of theCompany’s shares
owned

Lawyer registration (DAIICHI TOKYO BAR
ASSOCIATION)
Apr. 1989
Partner Lawyer of Atago Law Office
May 2003
Partner Lawyer of Greenhill Law and Patent
Office (present position)
Apr. 2005
Vice-president of DAIICHI TOKYO BAR
Akifumi Imamura
ASSOCIATION(April 18, 1953)
June 2005
Outside Audit and Supervisory Board Member
of JBCC Holdings Inc.
[New election]
0June 2011
Outside Audit and Supervisory Board Member[Candidate for Outsideof Itoham Foods Inc.
Director]
Apr. 2016
Outside Audit and Supervisory Board Member[Candidate for Independentof ITOHAM YONEKYU HOLDINGS INC.
Officer]June 2016
Audit and Supervisory Committee
Member/Outside Director of JBCC Holdings
Inc. (present position)
Mar. 2020
Outside Audit and Supervisory Board Memberof Otomo Logistics Service Co., Ltd. (present
position)[Reasons for nomination and overview of expected roles]
Akifumi Imamura has an impressive character and knowledge, and we expect that he will be able to reflect his
extensive experience and knowledge gained as a lawyer and an outside officer for other companies. Accordingly, we
have nominated him as a candidate for Outside Director who is an Audit and Supervisory Committee Member.
[Regarding Independence]
There is no special interest between JBCC Holdings Inc. and Otomo Logistics Service Co., Ltd., at which he is engaged
in his main concurrent posts, and the Company.
There is no special interest between the above candidates for Director and the Company.
Yutaka Usami and Akifumi Imamura are candidates for Outside Director.
Yutaka Usami is currently Outside Director who is an Audit and Supervisory Committee Member of the Company, and at
the conclusion of this General Meeting of Shareholders, he will have served as Outside Director for two years.
In accordance with the Articles of Incorporation of the Company and Article 427, paragraph (1) of the Companies Act, theCompany has concluded a limited liability agreement referred to in Article 423, paragraph (1) of the Companies Act with
Yutaka Usami, which prescribes that the maximum extent of the liability for damages shall be the amount set forth in laws
and regulations. If his reelection is approved, the Company plans to continue this limited liability agreement. If the electionof Akifumi Imamura is approved, the Company plans to conclude the same limited liability agreement with him.
The Company has entered into a directors and officers liability insurance policy as provided for in Article 430-3, paragraph(1) of the Companies Act with an insurance company. This policy covers losses that may arise from liability incurred by
the insured, which includes Directors who are Audit and Supervisory Committee Members of the Company, in the courseof their performance of duties, or receipt of claims pertaining to the pursuit of such liability. However, there are certain
exclusions, such losses not being covered when they arise due to the performance of an illegal act with full knowledge of
its illegality. If the reelection or election of the candidates for Audit and Supervisory Committee Member is approved,
they will be included as an insured in the policy. Moreover, the Company intends to renew the policy with the same policy
details when the next renewal is due.
The Company has designated Yutaka Usami as an Independent officer based on the stipulation by the Tokyo Stock
Exchange and registered him to the said exchange. If his reelection is approved, the Company plans to continue his
registration as the Independent officer. In addition, Akifumi Imamura meets the requirements for Independent Officers
based on the regulations of the Tokyo Stock Exchange, and in the event that his election is approved, the Company plans
to designate him as an Independent Officer.

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Proposal 4:

Election of One (1) Substitute Director Who Is an Audit and Supervisory Committee Member

The validity of the election of substitute Director who is an Audit and Supervisory Committee Member Akifumi
Imamura, approved at the 97th Ordinary General Meeting of Shareholders held on June 29, 2020, will be expired at
the start of this Ordinary General Meeting of Shareholders. Accordingly, the Company requests approval for theelection of one substitute Director who is an Audit and Supervisory Committee Member to be ready to fill a vacant
position should the number of Directors who are Audit and Supervisory Committee Members fall below the number
required by laws and regulations.
The Audit and Supervisory Committee has given its consent to this proposal.
The candidate for substitute Director who is an Audit and Supervisory Committee Member is as follows:
Name(Date of birth)

Career summary (Significant concurrent positions outside the Company)
Nov. 1978

Number of theCompany’s shares
ownedJoined Deloitte Haskins & Sells LLP Accountant Office(currently Deloitte Touche Tohmatsu LLC)
Apr. 1982
Registered as a certified public accountant
July 1998
Resigned from Tohmatsu & Co. (currently Deloitte Touche
Tohmatsu LLC)
Aug. 1998
Established Takeuchi Certified Public Accountant Office(present position)
Nobuhiro Takeuchi
0(April 8, 1953)
June 2003
Outside Audit & Supervisory Board Member of
SEIKAGAKU CORPORATION
July 2006
Auditor of Mizutani Foundation for Glycoscience (present
position)
June 2008
Outside Auditor of Ohizumi Mfg. Co., Ltd.
Jan. 2016
Outside Corporate Auditor of All Nippon Asset Management
Co., Ltd.
[Reasons for nomination and overview of expected roles]
Nobuhiro Takeuchi has an impressive character and knowledge, and we expect that he will be able to reflect his extensive
experience and knowledge gained as a certified public accountant and an outside officer for other companies. Accordingly, we havenominated him as a candidate for a substitute Outside Director who is an Audit and Supervisory Committee Member.
[Regarding Independence]
There is no special interest between Mizutani Foundation for Glycoscience, at which he is engaged in his main concurrent post, andthe Company.
Notes: 1. There is no special interest between Nobuhiro Takeuchi and the Company.
2. Nobuhiro Takeuchi is a candidate for substitute Outside Director.
3. In accordance with the Articles of Incorporation of the Company and Article 427, paragraph (1) of the Companies Act, if
Nobuhiro Takeuchi is appointed as an Outside Director who is an Audit and Supervisory Committee Member, theCompany plans to conclude a limited liability agreement referred to in Article 423, paragraph (1) of the Companies Act
with him, which prescribes that the maximum extent of the liability for damages shall be the amount set forth in laws andregulations.
4. The Company has entered into a directors and officers liability insurance policy as provided for in Article 430-3, paragraph(1) of the Companies Act with an insurance company. This policy covers losses that may arise from liability incurred by
the insured, which includes Directors who are Audit and Supervisory Committee Members of the Company, in the courseof their performance of duties, or receipt of claims pertaining to the pursuit of such liability. However, there are certain
exclusions, such losses not being covered when they arise due to the performance of an illegal act with full knowledge of
its illegality. If Nobuhiro Takeuchi is appointed as an Outside Director who is an Audit and Supervisory Committee
Member, he will be included as an insured in the policy. Moreover, the Company intends to renew the policy with thesame policy details when the next renewal is due.
5. In addition, Nobuhiro Takeuchi meets the requirements for Independent Officers based on the regulations of the Tokyo
Stock Exchange, and in the event that he is appointed as Outside Director who is an Audit and Supervisory Committee
Member, the Company plans to designate him as an Independent Officer.

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