This document has been translated from a part of the Japanese original for reference purposes only. In theevent 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: 6493
June 5, 2024
（Start date of electronic provision: May 29, 2024）

To: Our Shareholders,

NITTAN Corporation
518 Soya, Hadano-shi, Kanagawa
Lee Tai Hwan
President and Representative Director

NOTICE OF CONVOCATION OF
THE 102nd ANNUAL GENERAL MEETING OF SHAREHOLDERS
Dear Shareholders,
Notice is hereby given that the 102nd Annual General Meeting of Shareholders of the Company (“the Meeting”) will beheld as described hereinbelow. You are cordially invited to attend the Meeting.
With respect to the convocation of the Meeting, measures for electronic provision are taken, and the items of measuresfor electronic provision are posted on the website below,
The Company’s website: https://www.niv.co.jp/ir/library/meeting.html
In addition to the website above, the information is also posted on the website below on the internet.
Tokyo Stock Exchange website:
https://www2.jpx.co.jp/tseHpFront/JJK020010Action.do?Show=Show
Please visit the website above, enter the Company’s name or stock code for searching, and refer to the items by selecting
the them in order of “Basic Information”, and “Documents for Public inspection/PR Information”.
If you are unable to attend the Meeting in person, you may exercise your voting rights by using a voting form or byelectromagnetic means. Please review the “Reference Material for the 102nd Annual General Meeting of Shareholders”
attached hereto or shown in the items of measures for electronic provision, and exercise your voting rights by sending
us the enclosed voting form via return mail or by electromagnetic means, by 5:20 p.m., Thursday, June 20, 2024,
indicating your votes for or against the proposals.

―1―Notice of the Meeting
1. Date and time:

Friday, June 21, 2024 at 10:00 a.m.

2. Place: Main conference room at the Head Office of NITTAN Corporation
518 Soya, Hadano-shi, Kanagawa(Please refer “the guide map for the Meeting” on the rear surface.)
3. Objectives of the Meeting:
Matters to be reported:
1. The Annual Business Report and the Consolidated Financial Statements for the 102nd Fiscal Year (From April 1, 2023
to March 31, 2024); Report of the Independent Auditor on the results of the audit on the Consolidated Financial
Statements ;and Report of the Board of Company Auditors on the results of the audit on the Consolidated Financial
Statements
2. The Non-consolidated Financial Statements for the 102nd Fiscal Year (From April 1, 2023 to March 31, 2024)
Matters to be resolved:
Proposal #1: Disposition of Surplus
Proposal #2: Appointment of Nine (9) Directors
Proposal #3: Appointment of Four (4) Company Auditors
Proposal #4: Appointment of One (1) Substitute Company AuditorEnd--------------------------------------------------------------------------------------------------------------------Notification
・When you attend the Meeting in person, please present the enclosed voting form to the receptionist at the Meeting.
・The documents to be sent to you serves also as the written items of measures for electronic provision based on theissuance request of the documents. As the following matters are excluded in accordance with the provisions of laws andregulations and Article 15 of the Articles of Incorporation, the said written items of measures for electronic provision are
a part of the documents audited by the Accounting Auditors and the Company Auditors when they formulated theaccounting audit report and the audit report:
1. Consolidated notes to consolidated financial statements, and
2. Individual notes to financial statements
・In cases where any revision of the items of measures for electronic provision occurs, it will be posted on each website,
showing the items before and after a revision.
―2―

Proposals and Matters for Reference
Proposal #1: Disposition of Surplus
It is desired that the surplus be disposed of as follows:
Concerning the year-end dividend
The Company, in taking a long-term view, has, whilst striving for strengthening its corporate constitution and giving
consideration to the management environment and revenues, adopted that the payment of dividends on an on-goingbasis to the extent possible as a basic policy. With respect to the current term’s year-end dividend, in giving
comprehensive consideration to performance over the current term, future business development and various
circumstances, it is considered desirable to proceed as follows:(1) Type of Dividend Property
Cash(2) Allotment of dividends to shareholders and the total amount:7 yen per common share and 201,177,088 yen in total
Note: The annual dividend including interim dividend for this fiscal year is 12 yen per share.
(3) Effective date of distribution of year-end dividend:
June 24, 2024

―3―

Proposal #2: Appointment of Nine (9) Directors
As the term of the nine (9) directors, Mr. Lee Tai Hwan, Mr. Teruaki Ando, Mr. Ryuji Suzuki, Mr. Yoshimoto Kurihara, Mr.
Koichi Takahashi, Mr. Kazuo Ishigaki, Ms. Mika Kumahira and Mr. Kenjiro Tokunaga, will expire at the conclusion of the
Meeting, it is requested that there be an election of nine (9) directors.
The candidates for directors are as follows:
Candidate
Number1

Bio, Position, and Responsibilities in the Company
and Important Concurrent Positions

Name

Lee Tai Hwan

Reappointment

President and Representative Director
Responsible for Advanced Development Dept.
Director and Executive Officer
Responsible for Business Operations, Mass

2

Teruaki Ando

Reappointment

Production Development, Production Technology
Development, Manufacturing Technology

Attendance at
Meetings ofthe Board of
Directors(FYE 2023)

Years served as
Director

14 / 14(100%)

13

12 / 14(85.7%)

7

12 / 14(85.7%)

7

14 / 14(100%)

4--

Development Dept.

3

Ryuji Suzuki

Reappointment

Director
GMO (Global

Management

Officer)andResponsible for Global Operations

4

5

Yoshimoto
Kurihara

Reappointment

Hiromitsu Endo

New Appointment

Director and Executive Officer
Responsible for Sales Div. as well as General
Manager of Sales Div., Sales Dept. No.2

Executive Officer
Responsible for Global Operations―4―

Candidate
Number6

Bio, Position, and Responsibilities in the Company
and Important Concurrent Positions

Name

Kazuo Ishigaki

OutsideReappointment
Independent

Director

Attendance at
Meetings ofthe Board of
Directors(FYE 2023)

Years served as
Director

14 / 14(100%)

6

14 / 14(100%)

5--

13 / 14(92.9%)

3

Director

7

Mika Kumahira

OutsideReappointment
Independent

Representative Director of Atech Kumahira Co., Ltd.
Representative Director of Kumahira Security Foundation
President of Career College, Diversity Promotion
Organization, Showa Women's University
Representative Director of 21st Learning InstituteOutside Company Auditor of Kewpie Corporation.
Outside Director of Better Place Co., Ltd.
Outside Director of Cybozu, Inc.

Outside8

Yumiko Masuda

New Appointment

9

Kenjiro Tokunaga

Reappointment

Independent

OutsideRepresentative Director of Consumer Voice
Research Institute, Limited
Outside Director of PC DEPOT Corporation
Outside Director of DTS Corporation

Director
Japan Country Controller of Eaton Japan G.K.

―5―

Candidate
Number1

Date of Birth

Lee Tai Hwan

December 1, 1964

Number of shares owned
76,393

Bio, Position, and Responsibilities in the Company and Important Concurrent Positions

Reappointment

Apr.
Mar.
Mar.
Jun.
Jun.
Jun.
Dec.

1989
1995
1995
2007
2011
2011
2011

Apr.
Jun.
Jun.
Jul.

2013
2015
2015
2015

Feb.

2016

Jun.
Nov.

2016
2016

Dec.

2016

Jun.

2017

Mar.
Jun.
Jun.
Jun.
Mar.

2019
2019
2021
2022
2024

Joined Kia Motors Corporation
Joined the Company
Manager of Korean Office of the Company
General Manager of Global Operations, Sales Division of the Company
Director of the Company
General Manager of Business Development Department, Sales Division of the Company
General Manager of Sales Division and General Manager of Business Development
Department of the Company
Responsible for Sales Division and General Manager of Sales Division of the Company
Managing Director of the Company
Responsible for Sales Division, Administration Department of the Company
Responsible for Sales Division, Administration Department and Productivity Innovation
Department of the Company
Responsible for Sales Division, Administration Department and Productivity Innovation
Department as well as Global Compliance Officer of the Company
Managing Director and Executive Officer of the Company
Responsible for Sales Division, Administration Department and Productivity Innovation
Department and Vice Chief Officer of Business Operations as well as Global Compliance
Officer of the Company
Responsible for Administration, Accounting and Business Planning, Sales Division, andProductivity Innovation Department and Vice Chief Officer of Business Operations, as well
as Global Compliance Officer of the Company
Responsible for Administration, Accounting and Business Planning, and Productivity
Innovation Department, and Vice Chief Officer of Business Operations as well as Global
Compliance Officer of the Company
Responsible for Business Planning Department
Senior Managing Director and Executive Officer of the Company
Senior Managing Director
President and Representative Director of the Company (to present)
Responsible for Advanced Development Department of the Company (to present)

Reasons for the nomination as candidate for director
Mr. Lee, with personal traits required of a director such as superior insights and high ethics, has contributed to expansion of thegroup’s business through engagement in sales and overseas business operations of the Company and the group over the years.
Furthermore, he exhibited forceful leadership while directing and supervising the management of our group companies as
Representative Director since June of 2022.
He has been nominated as director based on expectations that he will continuously contribute to increasing corporate value of thegroup.

―6―

Candidate
Number2

Teruaki Ando

Date of Birth

Number of shares owned

June 9, 1963

45,692

Bio, Position, and Responsibilities in the Company and Important Concurrent Positions
Apr. 1986
Dec. 2005

Reappointment

Jul.

2006

Jun.

2007

Sep. 2008
Sep. 2008
Jan. 2010
Jun.
Mar.
Mar.
Mar.
Jun.
Jun
Mar.

2011
2013
2013
2014
2017
2017
2019

Mar.

2021

Mar.

2024

Joined the Company
General Manager of Technical Development Department No.1, Technical Division of
the Company
General Manager of Technical Development Department, Technical Division of theCompany
General Manager of Product Development Department, Technical Division of theCompany
Seconded to Nittan Global Tech Co., Ltd.
Technical Manager of Nittan Global Tech Co., Ltd.
General Manager of Global Operations, Business Planning Department of theCompany
General Manager of Global Operations of the Company
Seconded to Nittan Global Tech Co., Ltd.
Vice President of Nittan Global Tech Co., Ltd.
President and Representative Director of Nittan Global Tech Co., Ltd.
Director and Executive Officer of the Company (to present)
Responsible for Production Engineering Department of the Company
Vice Chief Officer of Business Operation and Responsible for Manufacturing Division
No.2 and Production Engineering Department of the Company
Responsible for Business Operations and Chief Officer of Business Operations of
the Company
Responsible for Business Operations, Mass Production Development, Production
Technology Development, Manufacturing Technology Development Department of
the Company (to present)

Reasons for the nomination as candidate for director
Mr. Ando, with personal traits required of a director such as superior insights and high ethics, has contributed not only to thetechnology and product development over the years, but also the management of overseas business and business expansion of thegroup companies. He has wide experiences and achievements in direction and supervisory for the Manufacturing Department as Vice
Chief Officer of Business Operations since March 2019, as Chief Officer of Business Operations since March 2021, and as Responsiblefor Business Operations, Mass Production Development, Production Technology Development, Manufacturing Technology
Development Dept.
He has been nominated as director based on expectations that he will continuously contribute to increasing corporate value of thegroup.

―7―

Candidate
Number3

Date of Birth

Ryuji Suzuki

December 24, 1964

Number of shares owned
34,414

Bio, Position, and Responsibilities in the Company and Important Concurrent Positions

Reappointment

Apr.
May
Apr.
Jun.

1988
1992
2012
2015

Jun.
Jun.

2017
2017

Jun.
Mar.

2018
2019

Jun.
Jun.

2020
2020

Feb.

2021

Jun.

2021

Joined Toyo Computer Service Co., Ltd.
Joined the Company
General Manager of Sales Department No.1, Sales Division of the Company
General Manager of Sales Division and Sales Department No.1, Sales Division of theCompany
Director and Executive Officer of the Company
Responsible for Sales Division, Vice Supervisor of Hollow Valve Strategy of theCompany
Director of the Company
Responsible for Sales Division, GMO (Global Management Officer) (Vice Supervisor),and Hollow Valve Project (Vice Supervisor)
Director and Executive Officer of the Company
GMO (Global Management Officer) and Responsible for Global Operations of theCompany
GMO (Global Management Officer) and Responsible for Global Operations of theCompany (to present)
Director of the Company (to present)

Reasons for the nomination as candidate for director
Mr. Suzuki, with personal traits required of a director such as superior insights and high ethics, has contributed to the expansion of
the market through engagement in sales and overseas business of the Company and the group companies over the years. He has been
engaged in management for overseas business of the group and negotiating with overseas partners as GMO (Global Management
Officer) since June 2020, having wide experiences and achievements in overseas business.
He has been nominated as director based on expectations that he will continuously contribute to increasing corporate value of thegroup.

―8―

Candidate
Number4

Date of Birth

Yoshimoto Kurihara

February 17, 1965

Number of shares owned
29,966

Bio, Position, and Responsibilities in the Company and Important Concurrent Positions

Reappointment

Apr.
Apr.
Sep.
Apr.
Jun.

1988
1998
2008
2012
2017

Mar.
Jun.
Oct.

2018
2018
2019

Jun.
Jun.

2020
2020

Mar.

2021

Apr.

2021

Joined MEIDENSHA CORPORATION
Joined Eaton Japan Co., Ltd.
Joined the Company
General Manager of Sales Department No.2, Sales Division of the Company
General Manager of Sales Division, Sales Department No.1, and No.2 of theCompany
General Manager of Sales Division, Sales Department No2. of the Company
Executive Officer of the Company
General Manager of Sales Division, Sales Department No.1, and No.2 of theCompany
Director and Executive Officer of the Company (to present)
Responsible for Sales Division as well as General Manager of Sales Division, Sales
Department. No.1 and No.2 and Responsible for Hollow Valve Project (ViceSupervisor) of the Company
Responsible for Sales Division as well as General Manager of Sales Division, Sales
Department No.1 and No.2 of the Company
Responsible for Sales Division as well as General Manager of Sales Division, Sales
Department No.2 of the Company (to present)

Reasons for the nomination as candidate for director
Mr. Kurihara, with personal traits required of a director such as superior insights and high ethics, has been engaged in sales in global
companies, and contributed to sales expansion of the Company’s products in Sales Divisions of the Company and group companies,
accumulating abundant overseas experiences and actual results in sales domain. He directs and supervises Sales Division, as
Executive Officer since June 2018 and as Director since June 2020, having achievements in management.
He has been nominated as director based on expectations that he will continuously contribute to increasing corporate value of thegroup.

―9―

Candidate
Number5

Date of Birth

Hiromitsu Endo

April 7, 1971

Number of shares owned
3,865

Bio, Position, and Responsibilities in the Company and Important Concurrent Positions
Apr. 1997
Aug. 2011

New Appointment

Apr.
Apr.

2012
2014

Mar.
Mar.
Feb.
Jun.
Jun.

2015
2016
2021
2021
2021

Joined the Company
Group Leader of Compact Valve Group of Technology Division ProductDevelopment Department of the Company
Group Leader of Global Operations Europe and America Group of the Company
Group Leader of JV Division Group and Planning Group of Global Operations of theCompany
Assistant General Manager of Global Operations of the Company
General Manager of Global Operations of the Company
General Manager of Global Operations of the Company
Executive Officer of the Company (to present)
Responsible for Global Operations of the Company (to present)

Reasons for the nomination as candidate for director
In addition to many years of involvement in technology development and product design for the Company, Mr. Endo has contributed tothe expansion of the group companies’ business, through roles such as managing global business and serving as the negotiator with ourglobal partners. He has a broad range of experience and achievement, in leading and managing global operations while serving as
Executive Officer since June 2021.
He has been nominated a candidate for Director based on his based on his above-mentioned experience and achievements, andbased on expectations that he will continuously contribute to increasing corporate value of the group.

―10―Candidate
Number6

Date of BirthKazuo Ishigaki

Number of shares owned

April 30, 1952

8,200

Bio, Position, and Responsibilities in the Company and Important Concurrent Positions

Reappointment

OutsideIndependent

Apr.
Jun.

1978
2006

Apr.

2007

Apr.

2012

Apr.

2014

Jul.
Jun.
Jul.

2017
2018
2018

Joined Kumagai Gumi Co., Ltd.
Director and Executive Officer as well as General Manager of Civil Engineering
Management Division of Kumagai Gumi Co., Ltd.
Managing Director and Managing Executive Officer as well as General Manager ofCivil Engineering Management Division of Kumagai Gumi Co., Ltd.
Senior Managing Director and Senior Managing Executive Officer as well as General
Manager of Civil Engineering Management Division of Kumagai Gumi Co., Ltd.
Representative Director and Vice President as well as Vice President Executive
Officer of Kumagai Gumi Co., Ltd.
Senior Adviser of Kumagai Gumi Co., Ltd.
Director of the Company (to present)
Friend of the company, Kumagai Gumi Co., Ltd. (Part-time Adviser)(Important Concurrent Positions at Other Company)
NONE
Reasons for the nomination as candidate for director
Mr. Ishigaki with personal traits required of a director such as superior insights and high ethics, has management know-how
accumulated as the top of Civil Engineering Management Division of Kumagai Gumi Co., Ltd. over the years. He has given advice formanagement-related items of the Company as outside director based on his abundant experiences and achievements since June 2018,
to fulfill his duties sufficiently. In addition, he has been providing appropriate advice on planning for the succession of the president andrepresentative director, and on the nomination procedures for directors and executive officers, as well as compensation decisions sinceJune 2020, as chairman of the Nomination and Compensation Advisory Committee. He has been nominated as outside director basedon expectations that he will continuously help to enhance the decision-making and supervisory function of the board of directors of theCompany, by giving a wealth of advice on management of the Company. We also expect that he will demonstrate his management
talent and knowledge cultivated as representative director of a listed company in the Company’s management.

―11―

Candidate
Number7

Date of Birth

Mika Kumahira

Number of shares owned

September 22, 1960

0Bio, Position, and Responsibilities in the Company and Important Concurrent Positions

Reappointment

OutsideIndependent

Apr.
May
Jun.
Apr.
Apr.
Apr.
Apr.
Apr.
Apr.

1985
1989
1990
1993
1997
2004
2009
2011
2014

May
Sep.
Jun.
Feb.
Dec.
Mar.

2014
2015
2019
2020
2023
2024

Joined Kumahira Co., Ltd.
Director of Kumahira Co., Ltd.
Managing Director of Tokyo Kumahira Co., Ltd.
Representative Director of The Bear Group, Inc.
Representative Director of Atech Kumahira Co., Ltd. (to present)
Director of Culture Convenience Club Co., Ltd.
President of Japan Professional School of Education
Representative Director of Kumahira Security Foundation (to present)
President of Career College, Diversity Promotion Organization, Showa Women’s
University (to present)
President of AFS Intercultural Programs, Japan
Representative Director of 21st Learning Institute (to present)
Director of the Company (to present)
Outside Auditor of Kewpie Corporation (to present)
Outside Director of Better Place Co., Ltd. (to present)
Outside Director of Cybozu, Inc. (to present)(Important Concurrent Positions at Other Company and Organization)

Representative Director of Atech Kumahira Co., Ltd.
Representative Director of Kumahira Security Foundation
President of Career College, Diversity Promotion Organization, Showa Women’s University
Representative Director of 21st Learning InstituteOutside Auditor of Kewpie Corporation.
Outside Director of Better Place Co., Ltd.
Outside Director of Cybozu, Inc.

Reasons for the nomination as candidate for director
Ms. Kumahira, with personal traits required of a director such as superior insights and high ethics, acts as officer in companies andorganization, has abundant experiences and is engaged in establishment of corporate vision and corporate reform, to haveachievements in management-related items. She has been providing appropriate advice on planning for the succession of the president
and representative director, and on the nomination procedures for directors and executive officers, as well as compensation decisions
since June 2020, as member of the Nomination and Compensation Advisory Committee.
She has been nominated as outside director based on expectations that she will continuously contribute to promotion of corporate
operation and diversity, by giving advice for management-relate items of the Company. In addition, we expect that she will offer advice
on issues such as human resource development and organizational reform which are important for achieving the Medium-to Long-term
Policy.

―12―

Candidate
Number8

Date of Birth

Yumiko Masuda

Number of shares owned

October 20, 1955

0Bio, Position, and Responsibilities in the Company and Important Concurrent Positions
Jun.
Apr.
Sep.
Apr.

Jul.

Joined Bellesystem CO.,LTD.
Banking Group Manager of Bellesystem CO.,LTD.
Joined IBM Japan, Ltd.
Women’s Counsel (Women’s Active Engagement Task) Committee Member of IBM
Japan, Ltd.
2003 GS Consulting Division Financial Strategy Consulting Cluster Partner of IBM Japan,
Ltd.
2006 Joined SAP Japan Co., Ltd.

Jul.
Jun.
Jun.
Jun.
Apr.
Apr.

2006
2009
2018
2022
2023
2023

Jan.

New Appointment

OutsideIndependent

独 立

1990
1994
1996
2000

Director of Field Service Operations Strategic Industry of SAP Japan Co., Ltd.
Representative Director of Consumer Voice Research Institute, Limited (to present)
Outside Director of PC DEPOT Corporation (to present)
Outside Director of DTS Corporation (to present)
Senior Advisor of Otaki Gas Co., Ltd. (to present)
Senior Advisor of Kanto Natural Gas Development Co.Ltd. (to present)(Important Concurrent Positions at Other Company and Organization)

Representative Director of Consumer Voice Research Institute, Limited
Outside Director of PC DEPOT Corporation
Outside Director of DTS Corporation

Reasons for the nomination as candidate for director
Ms. Masuda has years of working in consultation for consumer oriented and ESG management, with abundant experience andachievements in advising and reform of management for diversity inclusive of promotion of women’s active engagement.
She has been nominated a candidate for Outside Director based on her ability to advise on all aspects of management of theCompany, with expectations that she will contribute to the corporate transformation and human resources reform as part of the diversity
promotion of the Company.

―13―

Candidate
Number9

Date of Birth

Kenjiro Tokunaga

Number of shares owned

September 20, 1966

0Bio, Position, and Responsibilities in the Company and Important Concurrent Positions

Reappointment

Outside

Apr.
Aug.
Aug.
Aug.
Sep.
Sep.
May
Aug.
Aug.
Jun.

1990
1999
2005
2006
2006
2010
2011
2015
2015
2021

Joined Hitachi, Ltd.
Joined IBM Japan, Ltd.
Joined GE Capital Leasing Ltd.
Joined Philips Japan, Ltd.
Joined NXP Semiconductors Japan Ltd. (Currently named as NXP Japan Ltd.)
Joined IMS Japan K.K.
Joined Avery Dennison Japan K.K.
Joined Eaton Japan G.K.
Japan Country Controller of Eaton Japan G.K. (to present)
Director of the Company (to present)(Important Concurrent Positions at Other Company)

Japan Country Controller of Eaton Japan G.K.

Reasons for the nomination as candidate for director
Mr. Tokunaga has worked for years at the treasury department of a Japanese-affiliated global company and a foreign company, toaccumulate abundant experiences with a high degree of knowledge in accounting and finance as a person responsible for said
department. He has been nominated as candidate for an outside director, based on the expectation that he will continuously contributeto the business deployment in future of the Company, by giving advice to comprehensive management of the Company which promotes
overseas business. In addition, we would like him to achieve the Company’s group-company management as well as the strengtheningof governance function, from the global viewpoint, as a member of the multinational company.
(Note) 1. There are no special conflicts of interests between any candidates for directors and the Company.
2. Mr. Kazuo Ishigaki, Ms. Mika Kumahira and Ms. Yumiko Masuda and Mr. Kenjiro Tokunaga are candidates for outside directors.
3. Mr. Kazuo Ishigaki and Ms. Mika Kumahira are notified to the Tokyo Stock Exchange, Inc. as independent directors /auditors stipulated by the Tokyo Stock Exchange, Inc. Furthermore, if Ms. Yumiko Masuda is appointed as Outside
Director, the Company plans to make her an Independent Officer as is stipulated by the Tokyo Stock Exchange.
4. Years of service after assumption of office as an outside director of the Company (As of the conclusion of the Meeting)
Mr. Kazuo Ishigaki: four (6) years
Ms. Mika Kumahira: three (5) years
Mr. Kenjiro Tokunaga: one (3) year
5. In the case where Mr. Kazuo Ishigaki, Ms. Mika Kumahira and Mr. Kenjiro Tokunaga are appointed as outside directors,
the Company plans to enter into contracts which limits the liability for damages under paragraph 1 of Article 423 of theCompanies Act to the minimum amount set forth in paragraph 1 of Article 425 of the said Act with them, pursuant toparagraph 1 of Article 427 of the said Act. Furthermore, if the appointment of Ms. Yumiko Masuda is approved, the―14―Company plans to enter into an identical limitation of liability contract.
6. The Company enters into a directors’ and officers’ liability insurance prescribed in paragraph 1 of Article 430-(3) of theCompanies Act, with an insurance company, to indemnify damages to be incurred by the insured persons, due to theact performed as an officer of the Company, if a claim for damages is lodged against the insured persons during theperiod of insurance. In addition, at the time of next renewal of insurance, the renewal with the same contents isscheduled. In the case where candidates assume office as director, they shall be included in the insured persons by thesaid directors’ and officers’ liability insurance.
7. The shares of the Company owned by each candidate for Director are listed as their status as of March 31 2024.
Furthermore, the shares of the Company owned by Director candidate Mr. Hiromitsu Endo are under ownership via the
NITTAN Employee Stock Ownership Plan. If this proposal is approved and Mr. Endo is appointed as Director, based on
the terms and conditions of the NITTAN Employee Stock Ownership Plan, processing will be done upon withdrawal
from the Plan such as by equity exchange.

―15―

Proposal #3: Election of four (4) Company Auditor
The four (4) Company Auditors Koji Kikuchi, Fumio Inoue, Akio Yamada, and Mitsukazu Kudo will conclude theirterms of appointment upon the closing of this Annual General Meeting of Shareholders.
With respect to the submission of this proposal, the approval of the Board of Company Auditors was obtained.
The candidates for Company Auditor are as follows
Candidate
Number1

Date of Birth
April 19, 1957

Kenji Takahashi

Number of shares owned
4,600

Bio, Position, and Responsibilities in the Company and Important Concurrent Positions

New Appointment

Apr.
Mar.
Nov.
Oct.
Feb.
Apr.

1980
1993
2002
2009
2010
2012

Jun.

2016

Joined Nissan Motor Co., Ltd.
Seconded to Unisia Jecs Corporation
Transferred to Hitachi Unisia Automotive Corporation (currently Hitachi Astemo, Ltd.
Joined the Company
General Manager of Administration Department Legal Department of the Company
Group Leader of Legal Group as well as General Manager of Administration
Department Legal Section and Intellectual Property Section of the Company
General Manager of Corporate Governance Department as well as Group Leader ofLegal Group of the Company (to present)

Reasons for the nomination as candidate for auditor
For many years as a part of our group companies’ internal governance auditing operations, Mr. Takahashi is an expert in the fields ofinternal governance and auditing of our group companies’ governance from having maintained the management of compliance risk torolling out internal governance to all group companies including global subsidiaries.
Based on the above experience, he has been nominated a candidate for Company Auditor to appropriately audit the execution ofduties of our Directors, with expectations that he will contribute to the strengthening of corporate governance along with the maintenanceand improvement of compliance of the Company.

―16―

Candidate
Number2

Date of Birth

Fumio Inoue

January.30, 1961

Number of shares owned
75,131

Bio, Position, and Responsibilities in the Company and Important Concurrent Positions
Mar. 1983
Jan. 2005
Apr. 2007
Jun. 2009

Reappointment

Jun. 2009
Jun. 2010
Jun. 2011
Dec. 2011
Apr. 2013
Jun. 2015
Jun. 2016
Jun. 2016
Nov. 2016
Mar. 2019
Jun. 2022

Joined the Company
Seconded to PT. Federal Nittan Industries
Plant Manager of Sanyo Plant, Manufacturing Division of the Company
Vice General Manager of Manufacturing Division and Plant Manager of Gear & VCP
Plant of the Company
Director of the Company
Responsible for Sales Division of the Company
General Manager of Sales Division of the Company
General Manager of Manufacturing Division of the Company
Responsible for Manufacturing Division and General Manager of Manufacturing
Division of the Company
Responsible for Manufacturing Division and Purchasing Department as well as
General Manager of Manufacturing Division of the Company
Director and Executive Officer of the Company(to present)
Responsible for Manufacturing Division and General Manager of Manufacturing
Division of the Company
Responsible for Purchasing Department of the Company
Responsible for Purchasing Department and Productivity Innovation Department of
the Company
Auditor of the Company (to present)

Candidate for Independent Company Auditor
Mr. Inoue, with personal traits required of a director such as superior insights and high ethics, has contributed to implementation of
manufacturing strategy and reform through engagement in manufacturing of the Company and the group over the years.
Furthermore, he has experience as president of an overseas subsidiary as well as wide experiences and achievements in direction andsupervisory for the Purchasing Department.
He has been nominated as Company Auditor based on expectations that he will continue to audit appropriately the execution of
directors’ duties, and contribute to enhancement of corporate governance as well as maintenance and improvement in compliance of
the Company.

―17―

Candidate
Number3

Date of Birth

Akio Yamada

February. 24, 1955

Number of shares owned
0Bio, Position, and Responsibilities in the Company and Important Concurrent Positions
Nov. 1978
Apr. 1982
Aug. 2009
Jul. 2017
Jun. 2018
Jun. 2018
Reappointment

OutsideIndependent

独 立Jul. 2018
Oct. 2021
Jul. 2022

Joined Tokyo Office of Peat Marwick Mitchell & Company (current, KPMG
AZSA LLC)
Registered as Certified Public Accountant
Partner of KPMG AZSA LLC
Opened Yamada Akio CPA Office (to present)
Outside Auditor of the Company (to present)
Outside Auditor of Pfizer Health Research Foundation(to present)
Outside Auditor of Rakuten Insurance Holdings Co., Ltd. (to present)
Outside Auditor for UCHIDA YOKO CO., LTD. (to present)
Outside Auditor for Kumagai Gumi Co.,Ltd. (to present)(Important Concurrent Positions at Other Company and Organization)
Yamada Akio CPA Office
Auditor of Pfizer Health Research Foundation
Outside Company Auditor of Rakuten Insurance Holdings Co., Ltd.
Outside Auditor for UCHIDA YOKO CO., LTD.
Outside Auditor for Kumagai Gumi Co.,Ltd.
Candidate for Independent Company Auditor
Mr. Yamada, with personal traits required of a company auditor such as superior insights and high ethics, has expertise andexperience in the field of finance and accounting accumulated as certified public accountant. He has fulfilled sufficiently his duties as
outside company auditor, based on his abundant experiences and broad knowledge since June 2018.
He has been nominated as an outside company auditor based on expectations that he will help continuously to enhance thesupervisory function of the board of directors of the Company by reflecting his specialized knowledge and abundant experience on theaudit of the Company. Comprehensively taking his above-mentioned expertise and experience into account, we consider that he iscapable of performing his duties as outside company auditor in an appropriate manner, although he has not been involved inmanagement of companies in any ways other than being an outside company auditor.

―18―

Candidate
Number4

Date of Birth

Yusuke Tasaka

Number of shares owned

October 1, 1965

0Bio, Position, and Responsibilities in the Company and Important Concurrent Positions

New Appointment

OutsideIndependent

Apr.
May
Nov.
Nov.
Apr.
Apr.

1989
2011
2012
2013
2016
2018

独Oct.
立

2018

Apr.

2019

Aug.

2020

Jun.

2022

Aug.

2023

Aug.

2023

Joined The Bank of Yokohama,Ltd.
Yugawara Branch Manager of The Bank of Yokohama,Ltd.
Chogo Branch Manager of The Bank of Yokohama,Ltd.
Kohoku New Town Minami Branch Manager of The Bank of Yokohama,Ltd.
General Manager of Direct Sales of The Bank of Yokohama,Ltd.
Responsible for Executive Officer Digital Promotion Project Team as well as CoResponsible for General Planning Department of The Bank of Yokohama,Ltd.
General Manager of Executive Officer General Planning Department as well as
Responsible for Digital Promotion Project Team of The Bank of Yokohama,Ltd.
General Manager of Executive Officer Sales Strategy Department as well as Vice
Chief Officer of Sales Department of The Bank of Yokohama,Ltd.
General Manager of the Executive Officer Digital Strategy Department of The
Bank of Yokohama,Ltd.
President and Representative Director of Sky Ocean Asset Management Co.,Ltd.
Senior Specialist of NTT DATA INSTITUTE OF MANAGEMENT CONSULTING,
Inc. (to present)
Executive Banking Strategist of NTT DATA, Inc. Financial Innovation Operations
Business Design Department(Important Concurrent Positions at Other Company and Organization)

Senior Specialist of NTT DATA INSTITUTE OF MANAGEMENT CONSULTING, Inc.
Executive Banking Strategist of NTT DATA, Inc. Financial Innovation Operations Business Design
Department
Candidate for Independent Company Auditor
Mr. Tasaka has significant knowledge and experience from working in the fields of finance, accounting and digital transformation (DX)for financial institutions for many years.
Based on the above experience, and reflecting that abundant experience into the auditing of the Company in the implementation of
our future business expansion and business strategies of the group companies, he has been nominated a candidate for Outside Auditor
to heighten the rationality and transparency of the management of the Company, along with expectations that he will strengthen theauditing function of the Board of Directors.

―19―

(Note) 1．There are no special conflicts of interests between Each of the Company Auditor candidates and the Company.
2．The Company has entered into a contract with Mr. Fumio Inoue and Mr. Akio Yamada, pursuant to the provisions of Article
427, Paragraph 1 of the Companies Act, to limit the liability for damages under Article 423, Paragraph 1 of the said Act to theminimum amount set forth in Article 425, Paragraph 1 of the said Act. If the reappointment of the two is approved, theCompany plans to continue the aforementioned liability limitation contract. Furthermore, if the appointment of both Mr. Kenji
Takahashi and Mr. Yusuke Tasaka is approved, the Company plans to enter into an identical liability limitation contract.
3.
4.

Mr. Akio Yamada and Mr. Yusuke Tasaka are candidates for outside auditors.
Regarding Mr. Akio Yamada, we have reported to the Tokyo Stock Exchange that he is an Independent Officer, as is
stipulated by the Exchange. Furthermore, if Mr. Yusuke Tasaka is appointed as an Outside Auditor, the Company plans tomake him an Independent Officer as is stipulated by the Tokyo Stock Exchange.

5.

Number of years from appointment as Outside Auditor of the Company (until the conclusion of this General Meeting)
Mr. Akio Yamada

6.

6 years

The Company enters into a directors’ and officers’ liability insurance prescribed in paragraph 1 of Article 430-(3) of theCompanies Act, with an insurance company, to indemnify damages to be incurred by the insured persons, due to the act
performed as an officer of the Company, if a claim for damages is lodged against the insured persons during the period of
insurance. In addition, at the time of next renewal of insurance, the renewal with the same contents is scheduled. In the casewhere each candidate appointment is approved, they shall be included in the insured persons by the said directors’ andofficers’ liability insurance.

7. The shares of the Company owned by each candidate for Company Auditor are listed as their status as of March 31, 2024.

―20―

<Reference>
Structure of the Board of Directors and Board of Corporate Auditors after approval of Proposals No. 2 and 3 (as planned)
If Proposals No. 2 and 3 are approved without amendment, the structure of the Board of Directors and Board of
Corporate Auditors will be as follows at the Board of Directors meeting and the Board of Corporate Auditors meeting
following this Annual General Meeting of Shareholders. The total nine Directors will include three independent
Outside Directors, two females and one foreigner.
Knowledge, experience and ability

Internal Control,

Legal, Compliance,

Risk Management

Personnel,

Human Resources Development

Finance

Accounting

Quality

Sales

Purchase

Manufacturing

Production Engineering

Business Development

Technology Development

GlobalCorporate Management

DX

Representative

Business Strategy

Lee Tai Hwan

Independent

Position

OutsideName

President and

●

●

●

●

●

●

●

●

●

●

●

Director●

Teruaki AndoManaging Director

Ryuji Suzuki

Managing Director●●

Yoshimoto
Kurihara

Director●●

Hiromitsu Endo

Director●

Kazuo Ishigaki

Director○○●

Mika Kumahira

Director

○

○

●

●

Yumiko Masuda

Director

○

○

●

●

Kenjiro Tokunaga

Director○●●

Kenji Takahashi

Full-Time●●●

Fumio Inoue

Company Auditor

Akio Yamada

Company Auditor○○

Yusuke Tasaka

Company Auditor

○

○

●

●

●

●

●
●

●

Company Auditor

●

●

●

●

●

●
●

●

●

●

●

●
●

(Note) 1. The list above does not cover the entire scope of expertise and experience that the Directors and the Corporate Auditors have.

●

●
●

●

●

●

2. The changes in full-time company auditor, representative director and executive director are to be officially approved at the meeting of board of directors and the meetingof board of company auditors following the said meeting of shareholders.

―21―

Proposal #4: Appointment of One (1) Substitute Company Auditor
As of the holding of this General Meeting, the efficacy of Substitute Company Auditor Mr. Kiyoaki Harada who was
appointed upon the 99th Annual General Meeting of Shareholders held on June 25 2021 is revoked, and therefore at
this time in the event of absence of an Outside Auditor, we request the appointment of candidate Mr. Kiyoaki Harada. In
addition, the effectiveness of this resolution shall expire at the opening of the annual shareholders meeting for the year
ending in March 2028.
With respect to this proposal, the consent of the board of company auditors has been obtained.
The candidate for the substitute company auditor is as follows:
Date of BirthKiyoaki Harada

October 15, 1957

Number of shares owned
0Bio, Position, and Responsibilities in the Company and Important Concurrent Positions
Apr.
Oct.
Mar.
May
Jul.
Jun.

1981 Joined Power Reactor and Nuclear Fuel Development Corporation (Currently
named as Japan Atomic Energy Agency)
1989 Joined Auditing Firm Asahi Shinwa (Currently named as KPMG AZSA LLC)
1993 Registration of Certified Public Accountant
2011 Assumed office as partner of KPMG AZSA LLC
2020 Certified Public Accountant Harada Kiyoaki Office2023 Director of Radioactive Waste Management Funding and Research Center (topresent)

Reasons for the nomination as candidate for director
Mr. Kiyoaki Harada, with a high degree of specialization as a certified public accountant, has abundant experience in engaging in
financial auditing for listed companies at a major accounting firm for years. Although he has not been involved directly in company
management, he has been nominated as candidate for the substitute company auditor based on the expectation that he will execute hiswork duties appropriately as outside company auditor of the Company.
(Note) 1. There are no special conflicts of interests between the candidate for the substitute company auditor and the Company.
2. In the case where Mr. Kiyoaki Harada assumes office as an outside company auditor, the Company plans to enter into contracts
which limits the liability for damages under paragraph 1 of Article 423 of the Companies Act to the minimum amount set forth inparagraph 1 of Article 425 of the said Act with him, pursuant to paragraph 1 of Article 427 of the said Act.
3. The Company enters into a directors’ and officers’ liability insurance prescribed in paragraph 1 of Article 430-(3) of theCompanies Act, with an insurance company, to indemnify damages to be incurred by the insured persons, due to the act
performed as an officer of the Company, if a claim for damages is lodged against he insured persons during the period of
insurance. In addition, at the time of next renewal of insurance, the renewal with the same contents is scheduled. In the casewhere Mr. Kiyoaki Harada assumes office as outside company auditor, he shall be included in the insured persons by the said
directors’ and officers’ liability insurance.
4. In the case where Mr. Kiyoaki Harada assumes office as the outside company auditor, he is scheduled to become an
independent officer pursuant to the provisions of the Tokyo Stock Exchange.

End―22―