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 shallprevail. The Company assumes no responsibility for this translation or for direct, indirect or any other formsof damages arising from the translation.
(Securities code: 6390)
June 5, 2024
To Shareholders with Voting Rights
Kimiyasu Kato
President and Representative Director
KATO WORKS CO., LTD.
9-37, Higashi-ohi 1-chome,
Shinagawa-ku, Tokyo, Japan

Notice of the 125th Annual General Meeting of Shareholders
You are cordially notified that the 125th Annual General Meeting of Shareholders (the “Meeting”) of KATO
WORKS CO., LTD. (the “Company”) will be held for the purposes as described below.
Upon convening the General Meeting of Shareholders, the Company has adopted measures for the electronic
provision of the information contained in the Reference Documents for the General Meeting of Shareholders,etc. (matters subject to measures for electronic provision). Please access the Company’s internet website below
and review the matters subject to measures for electronic provision posted as “Notice of the 125th Annual
General Meeting of Shareholders.”[Website of the Company]
https://www.kato-works.co.jp/ir/html/3_03meeting.html
In addition to the above, the same information is also available on the website of Tokyo Stock Exchange. Please
access the “Listed Company Search” website of Tokyo Stock Exchange below and search the Company byentering the security name (company name) or securities code, select “Basic information” and then “Documentsfor public inspection/PR information” to view the materials.
[Website of the Tokyo Stock Exchange] (TSE Listed Company Information Service)https://www2.jpx.co.jp/tseHpFront/JJK010010Action.do?Show=Show
Shareholders who are not attending the Meeting in person may exercise their voting rights by either
entering their votes online or returning the enclosed Voting Rights Exercise Form by mail. Please review
the Reference Documents for the General Meeting of Shareholders and exercise your voting rights by
5:30 p.m. Japan time on Wednesday, June 26, 2024.

-1-1. Date and Time:Thursday, June 27, 2024 at 10:00 a.m. Japan time

2. Place:

10-30, Takanawa 4-chome, Minato-ku, Tokyo, Japan
32F, Aquamarine 32, Main Tower, Shinagawa Prince Hotel

3. Meeting Agenda:
Matters to be reported: 1. The Business Report and Consolidated Financial Statements for theCompany’s 125th Fiscal Year (April 1, 2023 – March 31, 2024), and resultsof audits by the Accounting Auditor and the Audit and Supervisory
Committee of the Consolidated Financial Statements
2. Non-consolidated Financial Statements for the Company’s 125th Fiscal Year
(April 1, 2023 – March 31, 2024)
Proposals to be resolved:
Appropriation of Surplus
Proposal 1:
Election of Six (6) Directors (Excluding Directors Serving as Audit andProposal 2:
Supervisory Committee Members)
Election of Three (3) Directors Serving as Audit and Supervisory Committee
Proposal 3:
Members
4. Matters determined in conjunction with the convocation(1) Among the matters subject to measures for electronic provision, the following items are not included in thepaper copy of the documents delivered to shareholders who have requested it, in accordance with
provisions of laws and regulations as well as the provisions of the Company’s Articles of Incorporation.
1) “System to Ensure Appropriate Operations (Internal Control System) and its Operating Status” and“Policy to Determine the Distribution of Surplus” in Business Report
2) “Consolidated Statements of Changes in Net Assets and Notes” in Consolidated Financial Statements3) “Non-consolidated Statements of Changes in Net Assets and Notes” in Non-consolidated Financial
Statements
Therefore, the documents delivered to shareholders who have requested its paper copy are part of the
documents audited by the Audit and Supervisory Committee and the Accounting Auditor in preparing theiraudit reports.
(2) If you exercise your voting rights both by returning the Voting Rights Exercise Form and via the Internet,
your voting rights exercised via the Internet shall be deemed valid. If you exercise your voting rights
multiple times via the Internet, the last exercise of your voting rights will be deemed valid.
(3) Should you return a Voting Rights Exercise Form without indicating approval or disapproval of any of the
proposals, such vote will be treated as an approval of the proposal.
(4) If you choose to exercise your voting rights through a proxy, you must appoint a person who is ashareholder with voting rights. You are allowed to appoint only one proxy.

◎ If you are attending the Meeting in person, please submit the enclosed Voting Rights Exercise Form at thereception.
◎ Souvenirs will not be provided to shareholders attending the Meeting in person. We appreciate yourunderstanding.
◎ Should there be any revisions to the matters subject to measures for electronic provision, a notice of therevisions and the details of the items before and after the revisions will be posted on the Company’s website
and the Tokyo Stock Exchange website written above.

-2-

Reference Documents for the General Meeting of Shareholders
Proposals and References
Proposal 1:

Appropriation of Surplus

As a basic principle, the Company makes decisions regarding dividends based on its belief that the returning of
profits to shareholders is one of its most important management tasks, while comprehensively taking into
account such factors as financial results for each term, dividend payout ratio, and internal reserves needed for
future growth.
The full-year financial results for the fiscal year ended March 31, 2024 exceeded the forecasts announced on
February 13, 2024, thanks to the promotion of measures aimed at improving and enhancing profitability, which
is set forth in the medium-term management plan, in addition to foreign exchange gains, etc. Therefore, basedon the above policy, the Company proposes to revise (upward) the amount of dividend from the previously
announced forecast of 30 yen per share to 45 yen per share. Accordingly, the annual dividend for the fiscal year
ended March 31, 2024 will be 65 yen per share, including the interim dividend for the six months ended
September 30, 2023.
1. Matters relating to year-end dividend(1) Matters relating to allotment of dividend property and its total amount
45 yen per common share of the Company at a total of 527,253,030 yen(2) Effective date of the distribution of surplus
June 28, 2024

-3-

Proposal 2:

Election of Six (6) Directors (Excluding Directors Serving as Audit and Supervisory
Committee Members)

The terms of office of all Directors (excluding Directors serving as Audit and Supervisory Committee Members)
will expire at the conclusion of the Meeting. Accordingly, the Company proposes to elect six (6) Directors(excluding Directors serving as Audit and Supervisory Committee Members).
The nomination of each of the candidates for Directors has been decided by the Board of Directors uponrecommendation of the Nomination and Compensation Committee, an advisory body of the Board of Directors.
The Audit and Supervisory Committee has commented in advance that this Proposal is reasonable and there areno special matters to be noted at the Meeting.
The candidates for Directors (excluding Directors serving as Audit and Supervisory Committee Members) are as
follows:

No.

Name

GenderCurrent positions at the Company

Attendanceat the Boardof Directors
meetings

1

Kimiyasu Kato

Male

President and Representative Director

Reappointment

12/12

2

Takao Watanabe

Male

Director, Managing Executive Officer

Reappointment

12/12

3

Takatsugu Ishii

Male

Director, Managing Executive Officer

Reappointment

12/12

4

Yasuhiro Kondo

Male

Director, Executive Officer

Reappointment

12/12

5

Yoshiaki Ohkami

Male

Director

Reappointment
OutsideIndependent

12/12

6

Chie Kunihara

FemaleDirector

Reappointment
OutsideIndependent

9/9(Note) Director Chie Kunihara’s attendance at the Board of Directors meetings is for the meetings held after she
was elected and appointed Director at the 124th Annual General Meeting of Shareholders that took place onJune 29, 2023.

-4-

No.

Name
(Date of birth)

2

Apr. 1991
Jul. 1993
Aug. 1996
May 1997
Jun. 1997

Number of theCompany’s
shares held

Joined the Company
General Manager, Corporate Auditors’ Office
General Manager, Engineering Division
General Manager, Materials Division
Director, General Manager, Engineering Division andReappointment
General Manager, Materials Division
356,861
Jun. 2001
Director, Managing Executive Officer in charge of
Attendance at the Board of
Corporate Planning
Directors meetings:
Jun. 2004
President and Representative Director (to present)
12/12 (100%)(Significant concurrent positions)
Director, KATO WORKS (CHINA) LTD.
Reason for nomination as candidate for Director
Kimiyasu Kato has abundant experience as the Company’s President and Representative Director, and is demonstratingstrong leadership as the chief operating officer. He is playing a sufficient part in important management decision-making
and supervision of business execution by the Board of Directors. Therefore, in order to make use of his capabilities andexperience in management, the Company proposes his re-election as a Director.
Apr. 1984
Joined the Company
Apr. 2012
General Manager, Nagoya Branch
May 2015
General Manager, Construction Machinery Marketing
Department
Takao Watanabe
Jul. 2015
Executive Officer, General Manager, Marketing(Dec. 25, 1961)
Department (in charge of Construction Machinery)Jun. 2018
Director, Executive Officer, General Manager, Marketing
Reappointment
Division and General Manager, Construction Machinery
7,229
Marketing Department
Attendance at the Board of Jun. 2022
Director, Managing Executive Officer, General Manager,
Directors meetings:
Domestic Marketing Division, in charge of Product12/12 (100%)
Support Department and Technical Training Center
Jun. 2023
Director, Managing Executive Officer, General Manager,
Domestic Marketing Division, in charge of TechnicalTraining Center (to present)
Reason for nomination as candidate for Director
Takao Watanabe has served for many years in a number of key positions in the Company’s marketing operations
covering its flagship domestic market. The Company believes that his abundant knowledge cultivated in the marketingsegment is helping him play a sufficient part in important management decision-making and supervision of businessexecution by the Board of Directors. Therefore, in order to make use of his capabilities and experience in management,
the Company proposes his re-election as a Director.
Kimiyasu Kato
(Aug. 25, 1968)

1

Career summary, positions, responsibilities
and significant concurrent positions

-5-

No.

Name
(Date of birth)

Career summary, positions, responsibilities
and significant concurrent positions
Apr. 1977

3

Number of theCompany’s
shares held

Joined Ishikawajima-Harima Heavy Industries Co., Ltd.
(presently IHI Corporation)
Jul. 2003
General Manager, Power Project Overseas Sales Division,
Energy Operations
Jul. 2007
General Manager, Kuala Lumpur OfficeJun. 2012
Director, General Manager, Sales Control Division, IHI
Construction Machinery Limited (renamed KATOHEAVY INDUSTRIES CONSTRUCTION
MACHINERY CO., LTD. in November 2016)
Jun. 2017
Director, General Manager, Sales Control Division, KATOHEAVY INDUSTRIES CONSTRUCTION
MACHINERY CO., LTD. and General Manager, Overseas
Marketing Control Department of the Company
Mar. 2018
General Manager, Overseas Marketing Control
Department and General Manager, Marketing Control
Takatsugu Ishii
Department, HICOM Business Department of the(Jan. 30, 1955)
Company
Jun. 2018
Director, Executive Officer, General Manager, Overseas
Reappointment
Marketing Division
7,229
Jun. 2020
Director, Executive Officer, General Manager, Overseas
Attendance at the Board of
Business Control Division and General Manager,
Directors meetings:
Overseas Marketing Division
12/12 (100%)
Jun. 2021
Director, Executive Officer, General Manager, Overseas
Business Control Division, General Manager, Overseas
Marketing Division, General Manager, China BusinessControl Division and in charge of Information System
Department
Apr. 2022
Director, Managing Executive Officer, General Manager,
Overseas Business Control Division, General Manager,
Corporate Planning Office, General Manager, Core
System Project Office and in charge of Information
System Department (to present)(Significant concurrent positions)
Director, KATO WORKS (CHINA) LTD.
Auditor, Kato SCE (Xiamen) Construction Machinery Co., Ltd.
Director, KATO IMER S.p.A., Director, KATO EUROPE B.V.
President, ICOMAC, INC.
Reason for nomination as candidate for Director
Takatsugu Ishii has served in many key positions at IHI Corporation and IHI Construction Machinery Limited andpossesses a wealth of business experience earned both in and outside of Japan. Furthermore, as the General Manager ofCorporate Planning Office of the Company, he is supervising the progress of the medium-term management plan
(2022-2024) and leading the efforts toward achieving the plan’s targets. He is supporting the Company’s business in awide range of fields including the supervision of overseas subsidiaries. Therefore, in order to continue making use of his
capabilities and experience in management, the Company proposes his re-election as a Director.

-6-

No.

Name
(Date of birth)5

Number of theCompany’s
shares held

Joined the Company
Manager, Section II, Design Department I
General Manager, Design Department I and Manager,
Section II
Jun. 2019
Executive Officer, Deputy General Manager, Development
Reappointment
Division and General Manager, Design Department I
6,372
Jun. 2020
Executive Officer, General Manager, Development
Attendance at the Board of
Division and General Manager, Design Department I
Directors meetings:
Jun. 2021
Director, Executive Officer, General Manager,
12/12 (100%)Development Division, full-time General Manager, Core
System Project Office and in charge of ISO (to present)
Reason for nomination as candidate for Director
Yasuhiro Kondo has long been engaged in the Company’s key product design operations and served as a manager forthe entire development segment since 2019. The Company believes that his abundant insight cultivated in thedevelopment segment is widely desired in new product development and to enhance the quality of products that are
essential to strengthen our business foundation in the future, and therefore proposes his re-election as a Director.
Apr. 1968
Research Engineer, Space Research Group, National
Aerospace Laboratory, Science and Technology Agency
Apr. 1991
Professor, Department of Mechano-Aerospace
Engineering, School of Engineering, Tokyo Institute ofTechnology
Apr. 1999
Special Advisor and Executive Research Inspector,
Technical Research and Development Department,
Yoshiaki Ohkami
National Space Development Agency(Jul. 26, 1939)
Apr. 2000
Professor Emeritus, Tokyo Institute of Technology (topresent)
Reappointment
Apr. 2000
Professor, Department of System Design Engineering,
Outside4,701
Keio University
Independent
Apr. 2008
Dean and Professor, Graduate School of System Designand Management, Keio University
Attendance at the Board ofApr. 2011
Executive Advisor, System Design and Management
Directors meetings:
Research Institute, Keio University (to present, currently
12/12 (100%)
Honorary Advisor)
Jun. 2014
Director of the Company (to present)
Yasuhiro Kondo(May 13, 1960)

4

Career summary, positions, responsibilities
and significant concurrent positions
Apr. 1984
Jul. 2006
Jul. 2010(Significant concurrent positions)
Professor Emeritus, Tokyo Institute of Technology
Honorary Advisor, System Design and Management Research Institute, Keio
University
Reason for nomination as candidate for Outside Director and expected roles
Yoshiaki Ohkami has long been engaged in the aerospace engineering research and development and provided valuableadvice mainly on our product development and design since assuming the position of Outside Director. In order tocontinue to advance its technological development and improve the corporate value of the Company, which is amachinery manufacturer, the Company proposes his re-election as an Outside Director. Although the candidate has notbeen directly involved in corporate management, the Company believes he may appropriately fulfill his duties as theCompany’s Outside Director, based on his profound insight gained by successively holding the positions of professor aswell as through his experience working on joint research projects with many companies. The candidate’s term of office
as an Outside Director will be ten (10) years at the conclusion of the Meeting.

-7-

No.

Name
(Date of birth)

Career summary, positions, responsibilities
and significant concurrent positions
Apr. 1997
Jul. 2002

Chie Kunihara(Aug. 8, 1973)
Reappointment
OutsideIndependent

6

Apr. 2003
Apr. 2017
Apr. 2017
Jun. 2022

OAKhome Co. Ltd.
Director, social welfare corporation Kibo no Kai (topresent)
Director, social welfare corporation Kibo no Kai Kodama
Nursery Center (to present)
President, Nara City Childcare Association (to present)
Member, Nara City Council for the Promotion of Gender
Equality (to present)
Member of the Board of Directors, National Association
Identified KODOMOEN (to present)
Director of the Company (to present)

Number of theCompany’s
shares held

888

Attendance at the Board ofJun. 2023
Directors meetings:
9/9 (100%)(Significant concurrent positions)
Director, social welfare corporation Kibo no Kai
Director, social welfare corporation Kibo no Kai Kodama Nursery Center
Reason for nomination as candidate for Outside Director and expected roles
Chie Kunihara has served in a range of key positions in organizations related to education and social welfare, as well as
having been engaged in the management of corporations, and has a wealth of experience and proven track record inpromoting women’s participation and advancement in workplace, a long-standing challenge for the Company and theindustry as a whole. Securing human resources is among the important issues facing the Company as it strives topromote sustainable management, for which the Company needs to advance its working style reform efforts including
further improvement of workplace environments. The Company expects her to actively provide suggestions and advice
on the above issues, and believes that with her rich insights she may appropriately fulfill her duties as the Company’s
Outside Director. The candidate’s term of office as an Outside Director will be one (1) year at the conclusion of the
Meeting.

Notes:
1. There are no special interests between the candidates and the Company.
2. The Company has entered into a directors and officers liability insurance contract that insures all Directors, as provided in
Article 430-3, Paragraph 1 of the Companies Act, with an insurance company. The insurance contract covers damages including
compensation for damages and litigation costs to be borne by the insured Directors as a result of assuming liability for the
execution of their duties apart from certain exceptions such as gross negligence or willful misconduct, and the insurance
premiums for all of the insured are wholly paid by the Company. If the election of each candidate for Director is approved, theCompany intends to renew the contract.
3. If Yoshiaki Ohkami’s and Chie Kunihara’s re-election is approved, the Company intends to continue the agreement with them tolimit their liability as provided in Article 427, Paragraph 1 of the Companies Act. The limit of liability under the agreement is
the amount stipulated by laws and regulations.
4. Yoshiaki Ohkami and Chie Kunihara are candidates for Outside Directors. The Company has designated them as independent
directors stipulated by the provisions of the Tokyo Stock Exchange and has notified the said Exchange accordingly. If theirre-election is approved at the Meeting, the Company intends to maintain their status as independent directors.
5. The number of the Company’s shares held by each candidate includes holdings in the officers’ shareholding association.

-8-

Proposal 3: Election of Three (3) Directors Serving as Audit and Supervisory Committee Members
The terms of office of all three (3) Directors serving as Audit and Supervisory Committee Members
will expire at the conclusion of the Meeting. Accordingly, the Company proposes to elect three (3)Directors serving as Audit and Supervisory Committee Members.
The Company has obtained prior consent of the Audit and Supervisory Committee concerning thesubmission of this Proposal.
The candidates for Directors serving as Audit and Supervisory Committee Members are as follows:

No.

Name

GenderCurrent positions at the Company

1

Toshiaki
Kawakami

Male

Director, full-time Audit andSupervisory Committee Member

2

Hiroki Imai

Male

Director, Audit and Supervisory
Committee Member

3

Shinichiro
Zama

Male

Director, Audit and Supervisory
Committee Member-9-

Reappointment
Reappointment
OutsideIndependent
Reappointment
OutsideIndependent

Attendance at
the Board of
Directors
meetings

Attendance at the
Audit andSupervisory
Committee

12/12

14/14

11/12

13/14

12/12

14/14

No.

Name
(Date of birth)

Career summary, positions, responsibilities
and significant concurrent positions

Number of theCompany’s
shares held

Apr. 1981
Jul. 2010

1

Joined the Company
Manager, General Affairs Department and Personnel
Toshiaki Kawakami
Department(Dec. 2, 1957)
Jul. 2014
General Manager, General Affairs Department andPersonnel Department
Reappointment
Jun. 2016
Executive Officer, General Manager, General Affairs andPersonnel Department
Attendance at the Board Jul. 2020
Executive Officer, General Manager, Corporate Planning
4,245
Department
of Directors meetings:
Executive Officer, General Manager, Corporate Planning
Jul. 2021
12/12 (100%)
Department, General Manager, General Affairs
Department and in charge of Internal Control Compliance
Attendance at the Audit
Department
and Supervisory
Executive Officer, General Manager, General Affairs and
Apr.
2022
Committee meetings:
Personnel Control Department
14/14 (100%)
Director, full-time Audit and Supervisory Committee
Jun. 2022
Member (to present)
Reason for nomination as candidate for Director
Toshiaki Kawakami has long been widely engaged in operation and management of the head office including the generalaffairs and personnel segment. He was also engaged in the General Manager of the Corporate Planning Department andserved in key positions in the Internal Control Compliance Department. The Company believes he may provide
appropriate supervision and advice on the Company’s reinforcement of governance and business execution, and proposes
his re-election as a Director serving as an Audit and Supervisory Committee Member.
Hiroki Imai(Jan. 15, 1971)
Reappointment
OutsideIndependent

Apr. 1997
Jun. 2015

Registered at Daini Tokyo Bar Association
Audit and Supervisory Committee Member of theCompany
Jun. 2016
Director, Audit and Supervisory Committee Member(to present)(Significant concurrent positions)
Attorney-at-law, Tada General Law Firm

Attendance at the Board of
Directors meetings:
11/12 (92%)
2

7,315

Attendance at the Audit
and Supervisory
Committee meetings:
13/14 (93%)
Reason for nomination as candidate for Outside Director and expected roles
Hiroki Imai has a long experience as an attorney-at-law and a high level of expertise in general corporate legal affairs.
He has provided appropriate supervision and advice on business execution of the Company’s management from an
outside perspective. Therefore, the Company proposes his re-election as a Director (Outside Director) serving as an
Audit and Supervisory Committee Member. Although the candidate has not been directly involved in corporate
management, the Company believes he may continue to appropriately fulfill his duties for the reasons set forth above.
The candidate’s term of office as an Outside Director (Audit and Supervisory Committee Member) will be eight (8) years
at the conclusion of the Meeting.

- 10 -

No.

Name(Date of birth)

Joined Finance Department, Tamagawa University &AcademyApr. 2001
Manager of Secretarial Office, Tamagawa University &Academy
Reappointment
Apr.
2006
General Manager of Accounting Department, Tamagawa
OutsideUniversity & Academy
Independent
Apr. 2009
Councilor, Tamagawa University & Academy
Mar. 2015
Auditor, HyphaGenesis Inc.
Attendance at the Board ofApr. 2015
Director, Tamagawa University & Academy
Directors meetings:
Jun. 2018
Director, Audit and Supervisory Committee Member of the
12/12 (100%)Company (to present)(Significant concurrent positions)
Attendance at the Audit Attendant to Executive Director, Tamagawa University & Academy
and Supervisory
Committee meetings:
14/14 (100%)
Shinichiro Zama
(Oct. 11, 1954)

3

Career summary, positions, responsibilities
and significant concurrent positions

Number of theCompany’s
shares held

Apr. 1977

6,024

Reason for nomination as candidate for Outside Director and expected roles
In addition to an experience in financial section, Shinichiro Zama has a broad knowledge on management, having
engaged in school management as a trustee of Tamagawa University & Academy. He has provided appropriate
supervision and advice on business execution of the Company’s management from an outside perspective. Therefore,
the Company proposes his re-election as a Director (Outside Director) serving as an Audit and Supervisory
Committee Member.
The candidate’s term of office as an Outside Director (Audit and Supervisory Committee Member) will be six (6) years at
the conclusion of the Meeting.
Notes:
1.
2.

3.

4.

5.

There are no special interests between the candidates and the Company.
The Company has entered into a directors and officers liability insurance contract that insures all Directors, as
provided in Article 430-3, Paragraph 1 of the Companies Act, with an insurance company. The insurance contract
covers damages including compensation for damages and litigation costs to be borne by the insured Directors as aresult of assuming liability for the execution of their duties apart from certain exceptions such as gross negligence orwillful misconduct, and the insurance premiums for all of the insured are wholly paid by the Company. If theelection of each candidate for Director is approved, the Company intends to renew the contract
If Toshiaki Kawakami’s, Hiroki Imai’s and Shinichiro Zama’s re-election is approved, the Company intends tocontinue the agreement with them to limit their liability as provided in Article 427, Paragraph 1 of the Companies
Act. The limit of liability under the agreement is the amount stipulated by laws and regulations.
Hiroki Imai and Shinichiro Zama are candidates for Outside Directors. The Company has designated them as
independent directors stipulated by the provisions of the Tokyo Stock Exchange and has notified the said Exchange
accordingly. If their re-election is approved at the Meeting, the Company intends to maintain their status as
independent directors.
The number of the Company’s shares held by each candidate includes holdings in the officers’ shareholding
association.

- 11 -

[Reference] Composition of the Board of Directors upon approval of Proposal 2 and Proposal 3
Skill Matrix of the Candidates for Directors as well as the Audit and Supervisory Committee Members
If Proposal 2 and Proposal 3 are approved as originally proposed, the expertise and experience specifically possessedby each candidate for Director and each Audit and Supervisory Committee Member are as follows:
Main expertise and experiences○

Hiroki Imai
Shinichiro Zama

●
●

○

○

○
○

○
○
○

Toshiaki
Kawakami

Sustainability,
ESG○

Legal affairs,
risk

○
○

IT, digital

Chie Kunihara

●
●

○

○

Yasuhiro Kondo
Yoshiaki Ohkami○○

Personnel,
diversity○○

Quality,after-sales service

Takatsugu Ishii

Development,
manufacturing○○○

Takao Watanabe

Finance,accounting○

Kimiyasu Kato

Internationality

Sales, marketing

Corporate

management

Outside andIndependent

Name

○
○
○
○
○

○

(Note) The above table does not represent all of the knowledge and experience possessed by each Director.

- 12 -

[Reference] Independence Criteria for Outside Directors
Persons who satisfy the independence requirements provided by the Tokyo Stock Exchange shall be deemed
independent from the Company.
However, the independence of those who fall under the following shall be carefully determined according to actual
circumstances.
1. Consultants, accounting or legal professionals who receive a large amount of compensation from the Company
other than directors’ compensation.
2. Persons who receive a large amount of donation, etc. from the Company, or in case the recipient is a corporation,etc., an executive thereof.
3. A major shareholder of the Company, or in case the entity is a corporation, etc., an executive thereof.
4. Close relatives of the following (excluding those who are irrelevant):
A. Persons who fall under 1 through 3 above.
B. Directors, Audit and Supervisory Board Members, Executive Officers and important employees, etc. of theCompany and its subsidiaries.

- 13 -