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: 8097
June 7, 2021
To our shareholders:
Yukio Tsukahara
Representative Director, President
SAN-AI OIL CO., LTD.
(Location of the Main Office)5-22-5 Higashioi, Shinagawa-ku, Tokyo, Japan(Head Office)2-3-2 Otemachi, Chiyoda-ku, Tokyo, Japan

Notice of the 90th Annual General Meeting of Shareholders
You will be notified of the 90th Annual General Meeting of Shareholders of SAN-AI OIL CO., LTD. (the“Company”), which will be held as indicated below.
From the standpoint of preventing the spread of COVID-19 infection, you are encouraged to exercise your voting
rights prior to the meeting in writing or via the internet, etc., if at all possible. Regardless of your own state of health,
you are urged to refrain from traveling to the venue on the date of the meeting.
Please review the attached Reference Documents for General Meeting of Shareholders, and exercise your voting
rights in accordance with the “Guidance on Exercising Voting Rights,” “Guidance for Filling in the Voting Form”(page 3) and the “Guidance on Exercising Voting Rights via the Internet, etc.” (page 4).
1. Date and Time: Tuesday, June 29, 2021, at 10:00 a.m. (JST)
2. Venue:
10th floor, Company Conference Room, Otemachi Place East Tower
2-3-2 Otemachi, Chiyoda-ku, Tokyo, Japan
3. Purpose of the Meeting
Matters to be reported:
1. The Business Report and the Consolidated Financial Statements for the 90th fiscal year (from April 1, 2020
to March 31, 2021), and the results of audits of the Consolidated Financial Statements by the Financial
Auditor and the Audit & Supervisory Board
2. The Non-consolidated Financial Statements for the 90th fiscal year (from April 1, 2020 to March 31, 2021)
Matters to be resolved:
Proposal No. 1:
Appropriation of Surplus
Proposal No. 2:
Partial Amendments to the Articles of Incorporation
Proposal No. 3:
Election of Seven Directors
Proposal No. 4:
Election of One Audit & Supervisory Board Member
4. Guidance on Exercising Voting Rights, etc.
Please refer to the “Guidance on Exercising Voting Rights,” “Guidance for Filling in the Voting Form” on page 3
and the “Guidance on Exercising Voting Rights via the Internet, etc.” on page 4.
5. Matters Concerning Internet Disclosure
Pursuant to the relevant laws and regulations and Article 14 of the Company’s Articles of Incorporation, among
documents to be attached to this notice of General Meeting of Shareholders, “Notes to the Consolidated Financial
Statements” and “Notes to the Non-consolidated Financial Statements” are posted on the Company’s website(http://www.san-ai-oil.co.jp/) and are not attached to this notice. Accordingly, the attached documents to thisnotice consist of part of the Consolidated Financial Statements and Non-consolidated Financial Statements thatwere audited by the Audit & Supervisory Board Members and the Financial Auditor in preparing the Audit Reports.

-1-




When attending the meeting in person, please hand in the enclosed voting form at the reception desk.
If any changes are made to the Reference Documents for the General Meeting of Shareholders, Business Report, Non-consolidated
Financial Statements and/or Consolidated Financial Statements, such changes will be posted on the Company website.

<Requests to shareholders>• Depending on the spread of COVID-19 up to the date of the General Meeting of Shareholders and government announcements, etc.,
the date, time, venue, etc. of the meeting may be changed. We would therefore ask that you check for the latest information postedon the Company’s website.
• Exercising voting rights using the voting form poses the risk of infection through the process of returning the form and counting.
Accordingly, when exercising your voting rights prior to the General Meeting of Shareholders, you are kindly requested to exercise
your voting rights via the internet, etc. as much as possible.
• Alcohol disinfectant will be provided for shareholders near the reception desk at the venue. (Shareholders attending the meeting inperson are requested to bring and wear a face mask.)• The body temperature of attending shareholders will be measured near the entrance of the venue. Note that persons who have a hightemperature, appear to be feeling unwell or have returned from overseas within 14 days prior to the meeting may be refused entry
and asked to leave the venue. Shareholders who have returned from overseas within 14 days prior to the meeting are requested to
inform the reception staff.
• Organizing staff members will wear face masks during the General Meeting of Shareholders after confirming their physical condition,
which includes taking their temperature.
• At this General Meeting of Shareholders, detailed explanations of the matters to be reported (including the Audit Reports) andproposals will be omitted from the standpoint of reducing the meeting time to prevent the spread of COVID-19. We ask that you
please look over this notice prior to the meeting.

The Company website (http://www.san-ai-oil.co.jp/)-2-

Guidance on Exercising Voting Rights
The voting rights at the Annual General Meeting of Shareholders are the important rights of all shareholders.
Please review the attached Reference Documents for General Meeting of Shareholders, and exercise your voting
rights.
Voting rights can be exercised in the following three ways.
Attending the Meeting
Please hand in the enclosed voting form at the reception desk
Date and Time:
Tuesday, June 29, 2021, at 10:00 a.m. (JST)Voting in Writing (by Mail)
Please indicate your approval or disapproval of each proposal on the enclosed voting form and post it.
Voting deadline:
To be received no later than 5:40 p.m., Monday, June 28, 2021
Voting via the Internet, etc.
Follow the instructions on the next page to indicate your approval or disapproval of each proposal.
Voting deadline:
To be received no later than 5:40 p.m., Monday, June 28, 2021

Guidance for Filling in the Voting Form
Please indicate your approval or disapproval to each proposal.
Proposals No. 1, 2 and 4
 If you approve:
Mark a ○ in the box marked “賛” If you disapprove:
Mark a ○ in the box marked “否”
Proposal No. 3:
 If you approve all candidates:
Mark a ○ in the box marked “賛” If you disapprove all candidates:
Mark a ○ in the box marked “否”
 If you selectively veto certain candidates:
Mark a ○ in the box marked “賛” and write the number of each candidate you choose to veto.
**

If you exercise your voting rights via the internet, etc. more than once, the last exercise shall be treated as valid.
If you exercise your voting rights both in writing (by postal mail) and via the internet etc., only the vote placed
via the internet, etc. shall be deemed to be valid.

-3-

Guidance on Exercising Voting Rights via the Internet, etc.

Scanning the QR Code “Smart Vote”
You can simply log in to the voting website without entering your voting code and password.
(i) Please scan the QR Code printed on the lower right-hand side of the voting form.
* “QR Code” is a registered trademark of DENSO WAVE INCORPORATED.

(ii) Indicate your approval or disapproval by following the instructions on the screen.
Please note that exercising voting rights by using “Smart Vote” method is available only once.
If you need to change your votes after exercising your voting rights, please log in to the voting website for PC byusing your voting code and password printed on the voting form, and exercise your voting rights again.
*
If you rescan the QR Code, you can access the voting website for PC.

Entering Voting Code and Password
Voting website: https://www.web54.net(i) Access the voting website.
Click “Next.”(ii) Enter the “voting rights exercise code” which is provided on your voting form.
Enter the “voting rights exercise code.”
Click “Login.”(iii) Enter the “password” which is provided on your voting form.
Enter the “password.”
Enter the new password that you will actually use.
Click “Register.”(iv) Next, follow the instructions on the screen to indicate your approval or disapproval of each proposal.

In case you need instructions for how to operate your personal computer or smartphone in order to exercise
your voting rights via the Internet, please contact:
Sumitomo Mitsui Trust Bank, Limited Stock Transfer Web Support Phone No.
Toll-free (within Japan): 0120-652-031 (9:00 a.m. to 9:00 p.m.) (JST)You may use the Electronic Voting Platform for Institutional Investors operated by ICJ Inc., as a method of exercising
your voting rights.

-4-

Reference Documents for General Meeting of Shareholders
Proposals and Reference Information
Proposal No. 1:

Appropriation of Surplus

The Company proposes the appropriation of surplus as follows:
Year-end dividends
The Company’s basic policy is to pay dividends in accordance with business performance, while maintaining stabledividends from a long-term perspective, as well as paying attention to internal reserves, taking into consideration thestrengthening of the Company’s business structure and future business development.
In accordance with this policy, and in view of our business results for the fiscal year ended March 31, 2021, theCompany proposes to pay a year-end dividend for the 90th fiscal year of ¥14 per common share.
Type of dividend property
Cash
Allotment of dividend property and total amount to be paid
¥14 per common share of the Company (ordinary dividend)
Total amount: ¥965,777,358
Since the Company has already paid an interim dividend (ordinary dividend of ¥14) during the fiscal year ended
March 31, 2021, the annual dividend will be ¥28 per share (ordinary dividend).
Effective date of dividends of surplus
June 30, 2021

-5-

Proposal No. 2:

Partial Amendments to the Articles of Incorporation

1. Reasons of the amendments(1) The Company was founded in 1952 as SAN-AI OIL CO., LTD. for the purpose of selling petroleum products.
Since then, we have developed an original Aviation Fuel Hydrant System for Haneda Airport, and contributed
to the development of the aviation industry while also expanding our range of businesses to include
petroleum, LP gas, chemical products and natural gas.
The Company will celebrate its 70th anniversary next June, and in accordance with the San-Ai spirit andphilosophy of “Love People, Love your Country, Love your Work.” and the concept of our corporate brand“Obbli,” we will change the trading name from SAN-AI OIL CO., LTD. to SAN-AI OBBLI CO., LTD. in
Article 1 of the current Articles of Incorporation to show we are ready to expand our business into new
domains.
(2) According to Article 1 of the Supplementary Provisions, the proposed amendments to Article 1 shall become
effective on April 1, 2022.
2. Details of the amendments
Details of the amendments are as follows:
Current Articles of Incorporation(Trading Name)
Article 1
The Company’s trading name is SAN-AI OIL CO., LTD.
(Newly established)(Proposed amendments are underlined.)
Proposed amendments(Trading Name)
Article 1
The Company’s trading name is SAN-AI OBBLI CO., LTD.
Supplementary Provisions
Article 1
1. The amendments to Article 1 shall become effective on April
1, 2022.
2. This Supplementary Provision shall be deleted after theamendments become effective as stipulated in the previous
provision.

-6-

Proposal No. 3:

Election of Seven Directors

At the conclusion of this meeting, the terms of office of all seven Directors will expire. Therefore, the Company
proposes the election of seven Directors (including three outside Directors).
The candidates for Director are as follows:
Candidate
No.

Name

Current position and responsibility in the Company

1

Jun Kaneda

2

Yukio Tsukahara

3

Tomoyuki Hayakawa

4

Naoto Ohnuma

5

Tomoyuki Takahashi

Director

6

Hiroshi Nakagawa

Director

7

Keiko Unotoro

DirectorReelection:
Outside:Independent:

Representative Director, Chairman of the Board
Representative Director, President and Executive
Officer
Director, Senior Managing Executive Officer
In charge of Haneda Branch, General Manager ofHaneda Branch
Director, Managing Executive Officer
In charge of General Accounting Department,
Corporate Planning Department, and Information
Technologies Department

Reelection
Reelection
Reelection

Reelection
Reelection
OutsideIndependent
Reelection
OutsideIndependent
Reelection
OutsideIndependent

Candidate for Director to be reelected
Candidate for outside Director
Independent officer as defined by Tokyo Stock Exchange-7-Candidate
No.

Name
(Date of birth)
Jun Kaneda(September 24, 1948)

1

2

3

Reelection

Career summary, position and responsibility in the Company,
and significant concurrent positions outside the Company
Oct. 1972
June 2001
Apr. 2004
June 2007
June 2017

Joined the Company
Director
Managing Director
Representative Director, President
Representative Director, Chairman of the Board(current position)

Number of theCompany’s shares
owned

33,900 shares[Reasons for nomination as candidate for Director]
Mr. Kaneda has broad insight into corporate management and is currently serving as Representative Director, Chairmanof the Board of the Company, demonstrating executive ability and leadership, and contributing to businessdevelopment. Therefore, the Company proposes his reelection as Director.
Mar. 1975
Joined the Company
June 2007
Director
In charge of Petroleum Division, Chemical
Products Business Division, and Supply &Demand Department
Yukio Tsukahara
June 2011
Representative Director and President of(March 29, 1952)
KOKUSAI OIL & CHEMICAL CO., LTD.
30,156 shares
June 2013
Managing Director of the Company
Reelection
In charge of Sales Division
June 2015
Senior Managing Director
June 2017
Representative Director, President (current
position)
June 2020
President, Executive Officer (current position)[Reasons for nomination as candidate for Director]
Mr. Tsukahara has experience gained in a wide range of fields and a wealth of knowledge as a corporate executive, andis currently serving as Representative Director, President of the Company, demonstrating executive ability andleadership, and contributing to business development. Therefore, the Company proposes his reelection as Director.
Mar. 1980
Joined the Company
Apr. 2012
General Manager of Administration Departmentof Haneda Branch
June 2014
General Manager of General Accounting
Department
June 2015
Director
June 2016
In charge of Haneda Branch (current position)
General Manager of Haneda Branch (current
position)
General Manager of Airport-Related Measure
Tomoyuki Hayakawa
Office of Haneda Branch(May 22, 1956)
Representative Director and President of SAN18,982 shares
AI AVIATION SERVICE CO., LTD. (current
Reelection
position)
Representative Director and President of Kobe
Airport Fuel Facilities Inc. (current position)
June 2018
Managing Director of the Company
June 2020
Director (current position)
Senior Managing Executive Officer (current
position)[Significant concurrent positions outside the Company]
Representative Director and President of SAN-AI AVIATIONSERVICE CO., LTD.
Representative Director and President of Kobe Airport Fuel
Facilities Inc.
[Reasons for nomination as candidate for Director]
Mr. Hayakawa is currently serving as Director, Senior Managing Executive Officer and General Manager of Haneda
Branch, and in charge of the Aviation Business of the Company, contributing to business development, and has a wealthof experience and broad insight. Therefore, the Company proposes his reelection as Director.

-8-

Candidate
No.

Name
(Date of birth)

Career summary, position and responsibility in the Company,
and significant concurrent positions outside the Company
Apr. 1980
Apr. 2008
Apr. 2013
Apr. 2015

Naoto Ohnuma(May 13, 1957)

June 2017

Reelection
June 20194

June 2020

Joined Mitsubishi Corporation
General Manager of Chemicals Group
Administration Dept.
Administrative Officer, General Manager of
Living Essentials Group Administration Dept.
Administrative Officer, General Manager ofInternal Audit Dept.
Director, Managing Executive Officer
In charge of Accounting & Finance, General
Affairs and Human Resources Departments of
ITOHAM YONEKYU HOLDINGS INC.
Managing Director of the Company
In charge of General Accounting Department,
Corporate Planning Department, andInformation Technologies Department (current
position)
Director (current position)
Managing Executive Officer (current position)

Number of theCompany’s shares
owned

3,224 shares[Reasons for nomination as candidate for Director]
Mr. Ohnuma has served in positions such as General Manager of the Chemicals Group Administration Dept., General
Manager of the Living Essentials Group Administration Dept. and General Manager of Internal Audit Dept. of
Mitsubishi Corporation, and then was in charge of Accounting & Finance, General Affairs and Human Resources
Departments of ITOHAM YONEKYU HOLDINGS INC. He is therefore well versed in the accounting & finance andadministration fields. He is currently serving as Director, Managing Executive Officer in charge of the General
Accounting Department, Corporate Planning Department, and Information Technologies Department of the Company,
contributing to business development, and has a wealth of experience and high-level insight. Therefore, the Company
proposes his reelection as Director.

-9-Candidate
No.

Name
(Date of birth)

Career summary, position and responsibility in the Company,
and significant concurrent positions outside the Company
Mar. 1970
Jan. 2001

5

Number of theCompany’s shares
ownedJoined the Ministry of Transport
Director-General of Road Transport Bureau of
Ministry of Land, Infrastructure, Transport andTourism
Oct. 2001
Administrative Officer of Development Bank ofJapan Inc.
June 2005
Executive Vice President of Airport Facilities
Tomoyuki Takahashi
Co., Ltd.
(January 5, 1945)
June 2006
President and CEO
2,300 shares
Reelection
June 2007
President and CEO of Tokyo Airport Heating &OutsideCooling Co., Ltd.
Independent
June 2014
Representative Director and Chairman of
Airport Facilities Co., Ltd.
June 2015
Director of the Company (current position)
June 2018
Director and Chairman of Airport Facilities Co.,Ltd.
June 2019
Counselor (current position)[Significant concurrent positions outside the Company]
Counselor of Airport Facilities Co., Ltd.
[Reasons for nomination as candidate for outside Director, and overview of expected role]
Mr. Takahashi has been involved in the fields of transportation and traffic for many years at the Ministry of Land,
Infrastructure, Transport and Tourism. He also has accumulated a high-level insight and wealth of experience by serving
as a corporate manager, including as President and CEO of Airport Facilities Co., Ltd., and he has used this to provide
timely and useful recommendations and proposals in deliberations on agenda items at meetings of the Company’s
Board of Directors. The Company expects that he will continue to apply his high-level insight and wealth of experience
to appropriately supervise the decision-making of the Company’s Board of Directors and the execution of duties byDirectors. Therefore, the Company proposes his reelection as outside Director. Furthermore, upon his election as
outside Director, the Company intends to have him objectively and from a neutral position be involved in thedetermination of remuneration for directors and other officers, and the selection of candidates for directors and officersof the Company, as a member of the Nomination and Remuneration Advisory Committee.

- 10 -

Candidate
No.

Name
(Date of birth)

Career summary, position and responsibility in the Company,
and significant concurrent positions outside the Company
Apr. 1975
Feb. 1998
May 2003
June 2004

6

Number of theCompany’s shares
ownedJoined Bank of Japan
General Manager of Kochi Branch
Director-General of Internal Auditors’ Office
Full-time Audit & Supervisory Board Memberof The Norinchukin Bank
June 2008
Managing Director of Regional Banks
Hiroshi Nakagawa
Association of Japan(December 5, 1951)
June 2011
Audit & Supervisory Board Member of the
1,400 shares
Reelection
Company
OutsideJune 2016
Outside Director of The Nanto Bank, Ltd.
Independent
July 2016
Senior Advisor of Sompo Japan Nipponkoa
Insurance Inc.
June 2018
Director of the Company (current position)
Sept. 2019
Visiting Professor of J. F. Oberlin University(current position)[Significant concurrent positions outside the Company]
Visiting Professor of J. F. Oberlin University[Reasons for nomination as candidate for outside Director, and overview of expected role]
Mr. Nakagawa has been involved in the finance field for many years at the Bank of Japan and other financial
institutions, and has subsequently accumulated high-level insight and a wealth of experience cultivated in these
positions that he has used to provide timely and useful recommendations and proposals in deliberations on agenda items
at meetings of the Company’s Board of Directors. The Company expects that he will continue to apply his high-levelinsight and wealth of experience to appropriately supervise the decision-making of the Company’s Board of Directors
and the execution of duties by Directors. Therefore, the Company proposes his reelection as outside Director.
Furthermore, upon his election as outside Director, the Company intends to have him objectively and from a neutral
position be involved in the determination of remuneration for directors and other officers, and the selection ofcandidates for directors and officers of the Company, as a member of the Nomination and Remuneration Advisory
Committee.

- 11 -

Candidate
No.

Name
(Date of birth)

Career summary, position and responsibility in the Company,
and significant concurrent positions outside the Company
Apr. 1977

7

Notes:

Number of theCompany’s shares
ownedJoined Secretariat of Japan Fair Trade
Commission
Apr. 2000
Part-time lecturer of Graduate School of
Economics of Senshu University (current
position)Jan. 2007
Director General of Trade Practices
Department, General Secretariat of Japan Fair
Trade Commission
June 2008
Senior Deputy Secretary General of Secretariat
Jan. 2011
Director General of Economic Affairs Bureau
Nov. 2012
Advisor of OH-EBASHI LPC & PARTNERS(current position)
Apr. 2013
Professor of Faculty of Business Administration
Keiko Unotoroof Toyo Gakuen University(October 26, 1954)
June 2013
Outside Director of Olympus Corporation
900 shares
Reelection
Mar. 2015
Member of the Board (outside) of Bridgestone
OutsideCorporation
Independent
June 2019
Director of the Company (current position)
Apr. 2020
Outside Director of OS Co., Ltd. (current
position)Aug. 2020
Outside Director of OHBA CO., LTD. (current
position)Jan. 2021
Member of Public Security Examination
Commission (current position)
Mar. 2021
Outside Director of Frontier Management Inc.
(current position)[Significant concurrent positions outside the Company]
Outside Director of OS Co., Ltd.
Outside Director of OHBA CO., LTD.
Outside Director of Frontier Management Inc.
Member of Public Security Examination Commission[Reasons for nomination as candidate for outside Director, and overview of expected role]
Ms. Unotoro has been involved in the economic and legal fields for many years at the Japan Fair Trade Commission,and has subsequently accumulated high-level insight and a wealth of experience cultivated in these positions that she
has used to provide timely and useful recommendations and proposals in deliberations on agenda items at meetings of
the Company’s Board of Directors. The Company expects that she will continue to apply her high-level insight andwealth of experience to appropriately supervise the decision-making of the Company’s Board of Directors and theexecution of duties by Directors. Therefore, the Company proposes her reelection as outside Director. Furthermore,
upon her election as outside Director, the Company intends to have her objectively and from a neutral position be
involved in the determination of remuneration for directors and other officers, and the selection of candidates for
directors and officers of the Company, as a member of the Nomination and Remuneration Advisory Committee.
1. There is no special interest between each of the above candidates and the Company.
2. Matters related to candidates for outside Directors are as follows:(1) Tomoyuki Takahashi, Hiroshi Nakagawa and Keiko Unotoro are candidates for outside Directors.
(2) The term of office of Tomoyuki Takahashi as outside Director of the Company will be six years at the conclusion ofthis meeting.
(3) The term of office of Hiroshi Nakagawa as outside Director of the Company will be three years at the conclusion ofthis meeting.
(4) The term of office of Keiko Unotoro as outside Director of the Company will be two years at the conclusion of thismeeting.
(5) The Company has entered into limited liability agreement with Tomoyuki Takahashi, Hiroshi Nakagawa, and Keiko
Unotoro, pursuant to the provisions of Article 427, paragraph (1) of the Companies Act and the Company’s Articles
of Incorporation. If the reelection of Mr. Takahashi, Mr. Nakagawa, and Ms. Unotoro is approved, the Company plansto renew the limited liability agreement with them. The outline of the agreement is to limit liability for compensationof damages incurred due to negligence of duties provided for under Article 423, paragraph (1) of the Companies Act
to the amount of ¥3 million, or the minimum liability amount provided for under Article 425, paragraph (1) of theCompanies Act, whichever is higher.

- 12 -

(6) The Company has submitted a notification to the Tokyo Stock Exchange that Tomoyuki Takahashi, Hiroshi Nakagawa,
and Keiko Unotoro have been designated as independent officers as provided for by the aforementioned exchange. If
the reelection of the three candidates is approved, the Company plans for their appointment as independent officers
to continue.
3. The Company has entered into directors and officers liability insurance policy with an insurance company, as provided
for in Article 430-3, paragraph (1) of the Companies Act. This policy covers damages arising from liability borne by the
insured, which includes Directors of the Company, in the course of the execution of their duties or claims pertaining to
the pursuit of such liability. However, there are certain grounds for exemptions, such as no coverage provided for damages
arising from actions that are done with the acknowledgement that such actions are in violation of laws and regulations. If
all of the candidates are elected and assume office as Director, they will be the insured in this policy. Furthermore, theCompany plans to renew this policy on July 1, 2021, which is during the terms of office of the candidates.

- 13 -

Proposal No. 4:

Election of One Audit & Supervisory Board Member

At the conclusion of this meeting, the term of office of Audit & Supervisory Board Member Takehiko Nagasaki will
expire. Therefore, the Company proposes the election of one Audit & Supervisory Board Member.
In addition, the consent of the Audit & Supervisory Board has been obtained for this proposal.
The candidate for Audit & Supervisory Board Member is as follows:
Name(Date of birth)

Career summary and position in the Company, and significant
concurrent positions outside the Company
Nov. 1977
Aug. 1981

Number of theCompany’s shares
ownedJoined Showa Audit Corporation
Registered as Certified Public Accountant(current position)
Aug. 2008
Executive Director of Ernst & Young
ShinNihon LLC
Aug. 2012
Senior Managing Director
Hidetoshi Watanabe
July 2014
Executive Vice President(August 30, 1953)
July 2016
Established Hidetoshi Watanabe Certified
0 shares
Public Accountant Office (current position)
New election
June 2017
Outside Director of Business Brain Showa-Ota
OutsideInc. (current position)
Independent
Dec. 2018
External Audit and Supervisory Board Memberof CMIC Holdings Co., Ltd. (current position)[Significant concurrent positions outside the Company]
Outside Director of Business Brain Showa-Ota Inc.
External Audit and Supervisory Board Member of CMIC
Holdings Co., Ltd.
[Reasons for nomination as candidate for outside Audit & Supervisory Board Member]
Mr. Watanabe has sufficient insight from his wealth of experience as a certified public accountant. Therefore, theCompany deems that he is able to sufficiently fulfill his responsibilities as an outside Audit & Supervisory Board
Member from his position as an expert in corporate finance and accounting, and proposes his election.
Notes: 1. There is no special interest between the above candidate and the Company.
2. Matters related to the candidate for outside Audit & Supervisory Board Member are as follows:(1) Hidetoshi Watanabe is a candidate for outside Audit & Supervisory Board Member.
(2) If the election of Hidetoshi Watanabe is approved, the Company plans to enter a limited liability agreement with him
pursuant to the provisions of Article 427, paragraph (1) of the Companies Act and the Company’s Articles ofIncorporation. The outline of the agreement is to limit liability for compensation of damages incurred due tonegligence of duties provided for under Article 423, paragraph (1) of the Companies Act to the amount of ¥3 million,or the minimum liability amount provided for under Article 425, paragraph (1) of the Companies Act, whichever ishigher.
(3) If the election of Hidetoshi Watanabe is approved, the Company plans to submit notification to the Tokyo Stock
Exchange that he is designated as an independent officer as provided for by the aforementioned exchange.
3. The Company has entered into directors and officers liability insurance policy with an insurance company, as provided
for in Article 430-3, paragraph (1) of the Companies Act. This policy covers damages arising from liability borne by the
insured, which includes Audit & Supervisory Board Members of the Company, in the course of the execution of theirduties or claims pertaining to the pursuit of such liability. However, there are certain grounds for exemptions, such as nocoverage provided for damages arising from actions that are done with the acknowledgement that such actions are inviolation of laws and regulations. If the candidate is elected and assumes office as Audit & Supervisory Board Member,
he will be the insured in this policy. Furthermore, the Company plans to renew this policy on July 1, 2021, which is during
the term of office of the candidate.

- 14 -