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. The Company assumes no responsibility for this translation or for direct, indirect or any otherforms of damages arising from the translation.

(Stock Exchange Code 9065)
June 11, 2024
(Commencement date of measures for electronic provision: June 4, 2024)
To Shareholders with Voting Rights:
Kimihiro Nakamura
President (Representative Director)
Sankyu Inc.
6-7 Minatomachi, Moji-ku, Kitakyusyu-shi,
FukuokaHead Office: 5-23, Kachidoki, 6-chome, Chuoku, TokyoNOTICE OF THE 115th ANNUAL GENERAL MEETING OF SHAREHOLDERS
Dear Shareholders:
We would like to express our appreciation for your continued support and patronage.
We hereby inform you that the 115th Annual General Meeting of Shareholders of Sankyu Inc. (the“Company”) will be held as described below.
The Company has, for convening this General Meeting of Shareholders, provided information contained in
the reference documents for the general meeting of shareholders (Electronic Provision Measures Matters), etc.
electronically. The information has been placed on the Company’s website. Please access the website to checkit.
The Company’s website: https://www.sankyu.co.jp/en/(Please see “NEWS” on the top page.)
In addition, the Electronic Provision Measures Matters have also been placed on the following website.
Tokyo Stock Exchange’s website: https://www2.jpx.co.jp/tseHpFront/JJK020010Action.do?Show=Show(Enter the Company name or securities code (9065) to search, and click on “Basic information,”“Documents for public inspection/PR information,” and “Notice of General Shareholders
Meeting/Informational Materials for a General Shareholders Meeting” to review the matters.)
If you are unable to attend the meeting, you can exercise your voting rights by mailing the Voting Rights
Exercise Form or via the Internet. Please review the Reference Documents for the General Meeting of
Shareholders included in the Electronic Provision Measures Matters, and exercise your voting rights byfollowing the Instructions for the Exercise of Voting Rights, no later than 5:30 p.m. on Tuesday, June 25, 2024,
Japan time.

-1-1. Date and Time:

Wednesday, June 26, 2024 at 10:00 a.m. Japan time (Reception starts at 9:00
a.m.)

2. Place:

Conference room at the Company located at
5-23, Kachidoki, 6-chome, Chuo-ku, Tokyo(Please see the map of the venue for the General Meeting of Shareholders at theend of this document (Japanese version).)

3. Meeting Agenda:
Matters to be reported: 1. The Business Report and Consolidated Financial Statements for theCompany’s 115th Fiscal Year (April 1, 2023 - March 31, 2024) and results ofaudits by the Accounting Auditor and the Audit & Supervisory Board of theConsolidated Financial Statements
2. Non-consolidated Financial Statements for the Company’s 115th Fiscal Year
(April 1, 2023 - March 31, 2024)
Proposals to be resolved:
Proposal 1:
Distribution of Surplus
Proposal 2:
Partial Amendment to the Articles of Incorporation
Proposal 3:
Election of 11 Directors
Proposal 4:
Election of 1 Audit & Supervisory Board Member
Proposal 5:
Election of 1 Substitute Audit & Supervisory Board Member
Proposal 6:
Revision of the Amount of Remuneration for External Directors
4. Instructions for the Exercise of Voting Rights(1) Method for exercising voting rights
You can exercise your voting rights through one of the following three means: by attending the meeting inperson, mailing the Voting Rights Exercise Form, or via the Internet.
(2) Handling of duplicate voting
If you have exercised your voting rights both by mailing the Voting Rights Exercise Form and via the Internet,
only the exercise of voting rights via the Internet shall be deemed effective. If you have exercised your voting
rights more than once via the Internet, only the final execution shall be deemed effective. If you attend themeeting after exercising your voting rights by mailing the Voting Rights Exercise Form or via the Internet,
your voting rights shall be deemed to have been exercised at the meeting.
(3) Exercising of voting rights by a proxyIf you are unable to attend the meeting in person, another shareholder with voting rights can attend themeeting as a proxy. However, please note that it is necessary to submit the written proof of the right of proxy.
(4) Handling of case where neither approval nor disapproval of a proposal is indicated on the Voting Rights
Exercise Form
If neither approval nor disapproval of a proposal is indicated on the Voting Rights Exercise Form, it shall bedeemed a vote of approval for proposals.

・When attending the meeting in person, please submit the enclosed Voting Rights Exercise Form at thereception desk.
・If there are any amendments to the Electronic Provision Measures Matters, the revised versions will be placedon each website on which the matters have been placed.

-2-

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

Distribution of Surplus

The Company recognizes stable return of profits to shareholders as one of its top management priorities
and has a basic policy on profit distribution to distribute earnings based on business results while making
strategic capital investments and enhancing its financial soundness for future business development.
Based on this policy, the year-end dividend for this fiscal year shall be as follows, taking into consideration
business results for this fiscal year and future enhancement of business competitiveness and financial structure.
1. Items related to the year-end dividend(1) Items related to the allocation of dividend property to shareholders and its total amount
90 yen per common share of the Company
Total of 4,993,611,390 yen(2) Date the distribution of surplus comes into effect:
June 27, 2024
If this Proposal is approved as proposed, the annual dividend for this fiscal year will be 174 yen per share,including an interim dividend.

-3-Proposal 2:

Partial Amendment to the Articles of Incorporation

1.

Reasons for proposal
The Articles of Incorporation of the Company shall be amended as follows to shorten the term of office of
Directors from two years to one year in order to clarify the management responsibilities of Directors, toestablish a management system that enables timely response to changes in the business environment, and tofurther strengthen corporate governance by increasing opportunities to gain confidence of shareholders.

2.

Details of the amendment
The details of the amendment are as follows.
Current Articles of Incorporation
CHAPTER IV DIRECTORS AND BOARD OF
DIRECTORS
Article 22 (Term of Office of Directors)
The term of office of Directors shall expire at theclose of the annual general meeting ofshareholders held for the last fiscal year ending
within two (2) years after their election.

(Amendments are underlined.)
Proposed Amendment
CHAPTER IV DIRECTORS AND BOARD OF
DIRECTORS
Article 22 (Term of Office of Directors)
The term of office of Directors shall expire at theclose of the annual general meeting ofshareholders held for the last fiscal year ending
within one (1) year after their election.

-4-

Proposal 3:

Election of 11 Directors

If Proposal 2 “Partial Amendment to the Articles of Incorporation” is approved and resolved, the term ofoffice of Directors of the Company will be changed from two years to one year, and the terms of office of all
10 Directors will expire at the conclusion of this Annual General Meeting of Shareholders. In addition, for the
purpose of further strengthening a corporate governance system, we propose to increase the number of External
Directors by one. Accordingly, subject to approval and resolution of Proposal 2 “Partial Amendment to the
Articles of Incorporation,” the election of 11 Directors is proposed. In selecting candidates for Directors, theCompany obtained recommendations from a voluntary Nomination Committee, the majority of which iscomposed of Independent External Directors.
The candidates are as follows:

-5-

No.

Name

1

Kimikazu
Nakamura[Reappointment]

2

Kimihiro
Nakamura[Reappointment]

3

YasutoAgo[Reappointment]

4

KatsuakiMorofuji[Reappointment]

5

Masahiro
Ohba[Reappointment]

6

Nobuyuki
Aoki[Reappointment]

7

Terukazu
Okahashi

8

Makoto
Ogawa

9

Naoko
Saiki

[Reappointment][External Director][Independent
Director][Reappointment][External Director][Independent
Director][Reappointment][External Director][Independent
Director]

Current
positions
Chairman(Representative
Director)
President(Representative
Director)
Executive Vice
President(Representative
Director)
SeniorExecutive
Director(Representative
Director)
SeniorExecutive
Director(Representative
Director)
SeniorExecutive
Director(Representative
Director)

GenderResponsibilities

Male

CEO

Male

COO

Attendance at
the Board of
Directors’
meetings
100%(14 out of 14
meetings)
100%(14 out of 14
meetings)
100%(14 out of 14
meetings)

Male

Male

Member of the Board, Director,
Administration & ESG and in
charge of Finance, CFO

100%(14 out of 14
meetings)

Male

Member of the Board, Director,
Business

100%(14 out of 14
meetings)

Male

Member of the Board, Director,
Area; supervising Area; andsupervising Safety100%(14 out of 14
meetings)

Male

93%
(13 out of 14
meetings)

Male

100%
(14 out of 14
meetings)

Female100%(14 out of 14
meetings)

10

Akira
Takada[Reappointment][External Director][Independent
Director]

Male

100%
(10 out of 10
meetings)
From theassumption of
office as
Director

11

Toru
Ishida[New appointment][External Director][Independent
Director]

Male

-

-6-

No.

Name
(Date of birth)(Age)

Past experience, positions and responsibilities
April 1973
June 1981
June 1984
June 1985
March 1986
April 2016

Joined the Company
Director
Executive Director
Executive Vice President (Representative Director)
President (Representative Director)
Chairman & CEO (Representative Director) (to present)[Significant concurrent position]
Not applicable1

Number ofshares of theCompany held

228,900

Kimikazu Nakamura(September 30, 1949)
(74)
Male
[Reappointment]

2[Reason for nomination as candidate for Director and expected role]
Mr. Kimikazu Nakamura has been leading business management of the Group for 30 years as President (Representative
Director) since March 1986 and worked towards continuous improvement of corporate value and business development.
Currently, as Chairman (Representative Director) and Chairperson of the Board of Directors, he operates the Board in an
appropriate and legitimate manner, and while engaging in management of the Company, he is also working for the benefit ofbusiness associations and industry groups. The Company nominated him as a candidate for Director because we expect that
he will continue to fulfill a sufficient role of decision making on important matters for the Company and supervision ofmanagement execution as CEO by making use of extensive experiences and insights as a corporate executive in running theGroup.
Joined the Company
April 2002
General Manager, Chiba Branch
April 2009
Deputy Head in charge of Corporate Planning and General
May 2011
Manager, Corporate Planning Dept.
Corporate Officer
June 2011
Deputy Head in charge of Corporate Planning, General Manager,
April 2012
Corporate Planning Dept. and assistant to Member of the Board,
Director, Business & Area
April 2013
Supervising Area
32,500June 2013
Director & Corporate Officer
Kimihiro Nakamura
Senior Executive Director (Representative Director)
April 2014
(August 16, 1976)
Member of the Board, Director, Business & Area, and(47)
supervising Area
Male
April 2016
President & COO (Representative Director) (to present)[Reappointment][Significant concurrent position]
Not applicable[Reason for nomination as candidate for Director and expected role]
Mr. Kimihiro Nakamura, through experience of being seconded to a securities company after joining the Company, held
positions in Corporate Planning Dept. of the Company. After assuming office as Director in June 2013, he has been engaged
in business execution supervising business operations and Area which is a regional business unit. Therefore, he possesses a
wealth of experience in business management and corporate management of the Group. He also assumed office as President(Representative Director) in April 2016, and has worked towards continuous improvement of corporate value and businessdevelopment, leading overall management. The Company nominated him as a candidate for Director because we expect that
he will continue to fulfill a sufficient role of decision making on important matters for the Group and supervision ofmanagement execution by making use of these experiences.

-7-

No.

Name
(Date of birth)(Age)

Past experience, positions and responsibilities
April 1982
April 2011
April 2013
June 2013

July 2013
April 20143

Yasuto Ago(February 2, 1958)
(66)
Male
[Reappointment]

April 2015

April 2016

April 2018

Joined NIPPON STEEL CORPORATION (currently NIPPONSTEEL CORPORATION)
Executive Officer (appointed to Head of Oita Works)
Joined the Company, Executive Advisor
Director & Executive Managing Officer
Assistant in charge of Corporate Planning (in charge of special
assignment)
Assistant to Member of the Board, Director, Business & Area(in charge of special assignment)
Senior Executive Director (Representative Director)
Member of the Board, Director, Administration andsupervising Safety & Environment
Member of the Board, Director, Administration and Senior
General Manager, Technical Development & Administration
Division, CTO and supervising Safety & Environment
Executive Vice President (Representative Director)
CTO and Senior General Manager, Technical Development &Administration Division
Executive Vice President (Representative Director) (to present)

Number ofshares of theCompany held

9,100

[Significant concurrent position]
Not applicable[Reason for nomination as candidate for Director and expected role]
Mr. Yasuto Ago came from NIPPON STEEL CORPORATION (currently NIPPON STEEL CORPORATION), a major
customer of the Company, and possesses a wealth of experiences and insights in the steel business, which is the Company’s
core business. Since taking office as Director in June 2013, he has been responsible for carrying out various tasks such as
Member of the Board, Director, Administration; Safety & Environment operations; and Technical Development &Administration operations by making use of those experiences, and is currently serving as Executive Vice President(Representative Director). The Company nominated him as a candidate for Director because we expect that he will continue
to fulfill a sufficient role of decision making on important matters for the Group and supervision of management execution
by making use of these experiences.

-8-

No.

Name
(Date of birth)(Age)

Past experience, positions and responsibilities
April 1983
April 2008
May 2011
April 2016
June 2016
April 2019
June 2019
April 2022
May 2023

4

Katsuaki Morofuji(April 10, 1960)
(64)
Male
[Reappointment]

April 2024

Joined the Company
General Manager, Accounting Dept.
General Manager, Tokyo Branch
Corporate Officer for Kansai Area
Corporate Officer
Executive Managing Officer in charge of Finance, CFO
Director & Executive Managing Officer, in charge of Finance,
CFO
Senior Executive Director (Representative Director)
Member of the Board, Director, Administration, CFO
Senior Executive Director (Representative Director)
Member of the Board, Director, Administration & ESG, CFO
Senior Executive Director (Representative Director)
Member of the Board, Director, Administration & ESG and in
charge of Finance, CFO (to present)

Number ofshares of theCompany held

4,900

[Significant concurrent position]
Not applicable[Reason for nomination as candidate for Director and expected role]
Mr. Katsuaki Morofuji has held positions in the business and financial divisions since he joined the Company, and assumed
office as General Manager of Accounting Dept. in April 2008. In addition, he served as Corporate Officer for Kansai Area,
which is the head of a regional management unit, after being a branch General Manager of a business division, and is currently
serving as Senior Executive Director (Representative Director), Member of the Board, Director, Administration & ESG, incharge of Finance, CFO. He consequently possesses a wealth of experiences in finance, business operations, and managementof the Company. The Company nominated him as a candidate for Director because we expect that he will fulfill a sufficientrole of decision making on important matters for the Group and supervision of management execution by making use of theseexperiences.

-9-

No.

Name
(Date of birth)(Age)

Past experience, positions and responsibilities
April 1979
April 2005
April 2008
June 2011
April 2016

October 2020
5

Masahiro Ohba
(February 27, 1957)
(67)
Male
[Reappointment]

6

April 2022
June 2022

Joined the Company
General Manager, Plant Maintenance Administration Dept.,
Plant Engineering Services (“PE”) Division
General Manager, Shunan Branch
Corporate Officer; Deputy General Manager, PE Division; andGeneral Manager, Plant Maintenance Services Sub-Division
Executive Managing Officer
Deputy General Manager, PE Division; General Manager,
Plant Maintenance Services Sub-Division; and General
Manager, Plant Maintenance Administration Dept.
General Manager, PE Division; and General Manager, Plant
Maintenance Services Sub-Division
Member of the Board, Executive Managing Officer in Business(to present)
Senior Executive Director (Representative Director) (topresent)

Number ofshares of theCompany held

4,300

[Significant concurrent position]
Not applicable[Reason for nomination as candidate for Director and expected role]
Mr. Masahiro Ohba has extensive experience in business operations. He assumed key positions in the PE Division, theCompany's core business. He served as branch manager and Senior General Manager; and currently serves as Member of theBoard, Director, Business. The Company nominated him as a candidate for Director because we expect that he will fulfill a
sufficient role of decision-making on important matters for the Group and supervision of management execution by making
use of these experiences.
April 1982
Joined the Company
March 2008
Transferred to SANKYU S.A. (Brazil)
April 2012
General Manager, Kimitsu Branch
April 2016
Corporate Officer, Eastern Japan Area
June 2016
Corporate Officer
April 2022
Executive Managing Officer
Member of the Board, Executive Managing Officer in Area;
supervising Area; and supervising Safety & Environment
June 2022
Senior Executive Director (Representative Director) (to7,500
present)
April 2023
Member of the Board, Director, Area; supervising Area; andNobuyuki Aoki
supervising Safety (to present)(June 26, 1958)(66)[Significant concurrent position]
Male
Not applicable[Reappointment][Reason for nomination as candidate for Director and expected role]
Mr. Nobuyuki Aoki has extensive experience in business operations of Area. He was involved in our mainstay steel businessand engaged in steelmaking operations in Brazil. He then served as branch manager and Corporate Officer for Eastern Japan
Area, the head of a regional management unit, and currently serves as Member of the Board, Director, Area. The Company
nominated him as a candidate for Director because we expect that he will fulfill a sufficient role of decision-making onimportant matters for the Group and supervision of management execution by making use of these experiences.

- 10 -

No.

Name(Date of birth)(Age)

Past experience, positions and responsibilities
April 1972
April 2006
April 2009
March 2011
May 2011
June 2014

Number ofshares of theCompany held

Joined Mitsui & Co., Ltd.
Managing Officer, Deputy General Manager, Osaka Office,Mitsui & Co., Ltd.
President and CEO, Mitsui & Co. (Canada) Ltd.
Retired from Mitsui & Co. (Canada) Ltd.
Advisor, Seiko Holdings Corporation
External Director, the Company (to present)0

7

Terukazu Okahashi(November 25, 1949)
(74)
Male

[Significant concurrent position]
Outside Director, Infomart Corporation
Outside Director, Mercuria Investment Co., Ltd.

[Reappointment][External Director][Independent Director][Reason for nomination as candidate for External Director and expected role]
Mr. Terukazu Okahashi has served as President and CEO of Mitsui & Co. (Canada) Ltd., etc. and provided useful advice to
the Company's management based on his extensive experience and deep insight as a global corporate executive. The
Company nominated him as a candidate for External Director because we expect that he will continue to fulfill a sufficientrole of decision-making on important matters for the Board of Directors and supervision of management execution from an
independent and objective standpoint as External Director.
[Years of service as External Director]: 10 years (as of the conclusion of this Annual General Meeting of Shareholders)April 1983
Joined the Ministry of Labour (currently Ministry of Health,Labour and Welfare)June 2016
Secretariat, Central Labour Relations Commission, Ministry of
Health, Labour and Welfare
July 2017
Director-General, Employment Security Bureau, Ministry of
Health, Labour and Welfare
July 2018
Retired from the Ministry of Health, Labour and Welfare
June 2020
External Director, the Company (to present)

8

Makoto Ogawa(March 24, 1961)
(63)
Male

[Significant concurrent position]
Not applicable

0[Reappointment][External Director][Independent Director][Reason for nomination as candidate for External Director and expected role]
Mr. Makoto Ogawa is a former bureaucrat of the Ministry of Labor (currently the Ministry of Health, Labour and Welfare)
He has served in several important positions, including the Director-General of the Employment Security Bureau. With his
extensive experience in labor administration and deep insight, he has been providing useful advice in a wide range of areasof the Company, including human resources, labor management, safety, and health. The Company nominated him as a
candidate for External Director because we expect that he will continue to fulfill a sufficient role of decision-making onimportant matters for the Board of Directors and supervision of management execution from an independent and objective
standpoint as External Director.
[Years of service as External Director]: 4 years (as of the conclusion of this Annual General Meeting of Shareholders)- 11 -

No.

Name(Date of birth)(Age)

Past experience, positions and responsibilities
April 1982
July 2014
October 2015
July 2017
January 2019
April 2020
June 2022
April 2023

9

Naoko Saiki(October 11, 1958)(65)
Female[Reappointment][External Director][Independent Director]

Joined the Ministry of Foreign Affairs
Director-General, Economic Affairs Bureau; Councillor,
Cabinet Secretariat (Japanese Government's TPP Headquarters)
Director-General, International Legal Affairs Bureau
Director-General, Foreign Service Training Institute
Retired from the Ministry of Foreign Affairs
Visiting Professor, Graduate School of Public Policy, The
University of Tokyo
External Director, the Company (to present)
Special Assistant to the Minister for Foreign Affairs (topresent)

Number ofshares of theCompany held

0

[Significant concurrent position]
Outside Director, Sojitz Corporation
Outside Director, Komatsu Ltd.
Outside Member of the Board of Directors, Development Bank of Japan Inc.

[Reason for nomination as candidate for External Director and expected role]
Ms. Naoko Saiki is a former bureaucrat of the Ministry of Foreign Affairs. She has served in several important positions,
including the Director-General of the Economic Affairs Bureau and the Director-General of the International Legal Affairs
Bureau. After retiring from the Ministry of Foreign Affairs, she has continued to serve as an outside director of othercompanies and participate in and contribute to academic and cultural organizations. She has been providing to the Company
useful advice in a broad range of fields based on her extensive experience and deep insight accumulated through her activerole as a front-line diplomat. The Company nominated her as a candidate for External Director because we expect that she
will continue to fulfill a sufficient role of decision-making on important matters for the Board of Directors and supervisionof management execution from an independent and objective standpoint as External Director.
[Years of service as External Director]: 2 years (as of the conclusion of this Annual General Meeting of Shareholders)- 12 -

No.

Name(Date of birth)(Age)

Past experience, positions and responsibilities
April 1981
December 2001
April 2012
March 2018
June 2023

Number ofshares of theCompany held

Nomura Securities Co., Ltd.
General Manager, IB Consulting OfficeDirector, Nomura Investor Relations Co., Ltd.
Full-time Auditor, TRUSCO NAKAYAMA CORPORATION
External Director, the Company (to present)[Significant concurrent position]
Not applicable
010

Akira Takada(January 3, 1958)
(66)
Male
[Reappointment][External Director][Independent Director][Reason for nomination as candidate for External Director and expected role]
Mr. Akira Takada, after joining Nomura Securities Co., Ltd., held positions of Director of the Nomura Securities’ groupcompanies. Therefore, he has a wealth of experiences and deep insights as a management executive, as well as extensive
experience as a consultant with regard to establishment of relationships among an issuing company, capital markets, andinvestors, based on which he has been providing useful advice to the Company. The Company nominated him as a candidate
for External Director because we expect that he will continue to fulfill a sufficient role of decision-making on importantmatters for the Board of Directors and supervision of management execution from an independent and objective standpoint
as External Director.
[Years of service as External Director]: 1 year (as of the conclusion of this Annual General Meeting of Shareholders)- 13 -

No.

Name(Date of birth)(Age)

Past experience, positions and responsibilities
April 1975

11

Toru Ishida(November 1, 1952)
(71)
Male
[New appointment][External Director][Independent Director]

Entered Ministry of International Trade and Industry (currently
Ministry of Economy, Trade and Industry)
April 2000
Executive Secretary to the Prime Minister
July 2002
Deputy Director-General for Policy Coordination, Minister’s
Secretariat, Ministry of Economy, Trade and Industry
July 2003
Director General for Policy Planning and Coordination,
Minister's Secretariat, Ministry of Economy, Trade andIndustry
September 2005 Director-General, Trade and Economic Cooperation Bureau,
Ministry of Economy, Trade and Industry
July 2007
Director-General, Industrial Science and Technology Policy
and Environment Bureau, Ministry of Economy, Trade andIndustry
July 2008
Commissioner, Agency for Natural Resources and Energy,
Ministry of Economy, Trade and Industry
August 2010Retired from the Ministry of Economy, Trade and Industry
January 2011
Advisor, Tokyo Electric Power Company, Incorporated
September 2011 Joined the Company, Executive Advisor
June 2013
Director, Japan Alcohol Trading Co., LTD
June 2014
Vice President, Japan Alcohol Trading CO., LTD
December 2015 President, The Japan Chamber of Commerce and Industry (topresent)
President, The Tokyo Chamber of Commerce and Industry (topresent)
August 2016Retired from the Company
June 2018
Outside Corporate Auditor, Mitsui Mining & Smelting Co.,
Ltd. (to present)

Number ofshares of theCompany held

0

[Significant concurrent position]
President, The Japan Chamber of Commerce and Industry and The Tokyo
Chamber of Commerce and Industry
Outside Corporate Auditor, Mitsui Mining & Smelting Co., Ltd.
[Reason for nomination as candidate for External Director and expected role]
Mr. Toru Ishida is a former bureaucrat of the Ministry of Economy, Trade and Industry, and has served in several important
positions, including Commissioner of Agency for Natural Resources and Energy. From December 2015, he contributed tothe development of corporations and regions as President of The Japan Chamber of Commerce and Industry and The Tokyo
Chamber of Commerce and Industry. The Company nominated him as a candidate for External Director because we expectthat he will fulfill a sufficient role of decision-making on important matters for the Board of Directors and supervision ofmanagement execution from an independent and objective standpoint as External Director by making use of these experiences
and knowledge in the field of natural resources and energy, among others.
(Notes)1. The age of each candidate is the full age as of the conclusion of this Annual General Meeting of Shareholders.
2. There are no special interests between each candidate and the Company.
3. Matters regarding the candidates for External Director are as follows.
(1) The Company has entered into an agreement with Mr. Terukazu Okahashi, Mr. Makoto Ogawa, Ms. Naoko Saikiand Mr. Akira Takada to limit their liability pursuant to Article 423, Paragraph 1 of the Companies Act inaccordance with the provisions of Article 427, Paragraph 1 of the Companies Act. Upon approval of this proposal,
the Company intends to continue with the said agreements with the four individuals and newly conclude the said
agreement with Mr. Toru Ishida. The maximum amount of liability pursuant to the agreement is the amountstipulated by laws and regulations if they have performed their duties in good faith and without gross negligence.
(2) The Company registered Mr. Terukazu Okahashi, Mr. Makoto Ogawa, Ms. Naoko Saiki and Mr. Akira Takada as
Independent Directors with the Tokyo Stock Exchange and Fukuoka Stock Exchange. If the election of the fourindividuals is approved in this proposal, they will continue to serve as Independent Directors. If the election of
Mr. Toru Ishida is approved, the Company will register him as Independent Director with Tokyo Stock Exchange
and Fukuoka Stock Exchange.

- 14 -

4.

The Company has entered into a directors and officers liability insurance contract (D&O insurance) with an insurancecompany as stipulated in Article 430-3, Paragraph 1 of the Companies Act, naming all Directors as the insured to allow
the Company to secure superior human resources and to prevent the diminishment of execution of duties. The said
insurance contract will be renewed in October 2024. Upon approval of this proposal, reappointed Directors willcontinuously, and newly appointed one newly become the insured under the insurance contract.
Outline of D&O insurance contract
1) Actual proportion of the premiums borne by the insured:
The insurance premium of insureds is fully borne by the Company.
2) Outline of insurance incidents to be covered by the contract:
・Where a claim for damages is submitted against a director or an officer by a third party alleging that he or
she caused damage to the third party
・Where a claim for damages is submitted against a director or an officer by the Company alleging he or she
caused damage to the Company as a result of shareholder derivative actions- 15 -

Proposal 4:

Election of 1 Audit & Supervisory Board Member

Audit & Supervisory Board Member Mr. Misao Nonaka offered to resign as Audit & Supervisory Board
Member at the conclusion of this Annual General Meeting of Shareholders. Accordingly, the election of 1
Audit & Supervisory Board Member is proposed.
The Audit & Supervisory Board has given its approval to this proposal.
The candidate for Audit & Supervisory Board Member is as follows:
Name(Date of birth)(Age)

Past experience and positions
April 1983
May 2009
January 2012
January 2012

Toshio Yuki
(June 10, 1959)(65)

April 2016
June 2016
April 2019
June 2021
April 2024

Joined the Industrial Bank of Japan (currently Mizuho Bank, Ltd.)(Transferred to) Mizuho Securities Co., Ltd. as General Manager,
International Business Department
Joined the Company(Transferred to) SANKYU SOUTHEAST ASIA HOLDINGS
PTE. LTD.
In charge of Corporate Planning, the Company
Director
Director & Executive Managing Officer
Executive Managing Officer
Corporate Officer, Assistant to CFO who is Member of the Board,
Director, Administration & ESG and in charge of Finance (topresent)

Number ofshares of theCompany held

7,800

Male
[New appointment][Significant concurrent positions]Not applicable[Reason for nomination as candidate for Audit & Supervisory Board Member]
Mr. Toshio Yuki has deep insights related to finance and has served as Director of an overseas subsidiary of the Company for four
years. Having served as a person in charge of Corporate Planning for eight years from April 2016, he has a wealth of experience in
the Company’s business and management. The Company nominated him as a candidate for Audit & Supervisory Board Member as
we expect that he will audit the execution of duties of the Company’s Directors from an objective position as Audit & Supervisory
Board Member by making use of these experiences.
(Notes)1. The age of the candidate is the full age as of the conclusion of this Annual General Meeting of Shareholders.
2. There are no special interests between the candidate and the Company.
3. The Company has entered into an agreement with Audit & Supervisory Board Members to limit their liability
pursuant to Article 423, Paragraph 1 of the Companies Act in accordance with the provisions of Article 427,
Paragraph 1 of the Companies Act. Upon approval of this proposal, the Company intends to newly conclude thesaid agreement with Mr. Toshio Yuki. The maximum amount of liability pursuant to the agreement is the amountstipulated by laws and regulations if he has performed his duties in good faith and without gross negligence.
4. The Company has entered into a directors and officers liability insurance contract (D&O insurance) with aninsurance company as stipulated in Article 430-3, Paragraph 1 of the Companies Act, naming all Audit &Supervisory Board Members as the insured to allow the Company to secure superior human resources and to preventthe diminishment of execution of the duties. The said insurance contract will be renewed in October 2024. If this
proposal is approved, the newly appointed Audit & Supervisory Board Member will newly become the insured.
Outline of D&O insurance contract
1) Actual proportion of the premiums borne by the insured:
The insurance premium of insureds is fully borne by the Company.
2) Outline of insurance incidents to be covered by the contract:
・Where a claim for damages is submitted against a director or an officer by a third party alleging that he or
she caused damage to the third party
・Where a claim for damages is submitted against a director or an officer by the Company alleging he or she
caused damage to the Company as a result of shareholder derivative actions- 16 -

Proposal 5:

Election of 1 Substitute Audit & Supervisory Board Member

The effectiveness of the election of Mr. Yoshihiro Nishi, the Substitute Audit & Supervisory Board Member
appointed at the 113th Annual General Meeting of Shareholders held on June 24, 2022, will expire at the
beginning of this Annual General Meeting of Shareholders. The Company proposes the election of 1 Substitute
Audit & Supervisory Board Member in preparation for a contingency in which the Company does not havethe number of Audit & Supervisory Board Members required by laws and regulations. The effectiveness of theelection of the Substitute Audit & Supervisory Board Member under this proposal may be cancelled based on
the resolution of the Board of Directors, provided such cancellation is done prior to the assumption of office
and with the consent of the Audit & Supervisory Board. The Audit & Supervisory Board has given its approvalto this proposal.
The candidate for Substitute Audit & Supervisory Board Member is as follows:
Name(Date of birth)(Age)

Past experience and positions
December 2008
January 2009
June 2016

Number ofshares of theCompany held

Lawyer registration (Dai-Ichi Tokyo Bar Association)
Joined Daiichi Kyodo Law Office (to present)
Substitute Audit & Supervisory Board Member, the Company (topresent)[Significant concurrent positions]
Attorney-at-law

0

Yoshihiro Nishi(May 4, 1972)
(52)

Male
[External Audit &Supervisory Board
Member][Independent
Auditor][Reason for nomination as candidate for Substitute Audit & Supervisory Board Member]
Although Mr. Yoshihiro Nishi has never been directly involved in corporate management as Director or Audit & Supervisory Board
Member, he is qualified as a person with legal knowledge required by Principle 4.11 of the Corporate Governance Code and has
extensive experience as an attorney-at-law. The Company nominated him as a candidate for Substitute Audit & Supervisory Board
Member as we expect that he will fulfill a sufficient role from an independent and objective standpoint if his election as External
Audit & Supervisory Board Member is approved.
(Notes)1. The age of the candidate is the full age as of the conclusion of this Annual General Meeting of Shareholders.
2. There are no special interests between the candidate and the Company.
3. Mr. Yoshihiro Nishi, a candidate for Substitute Audit & Supervisory Board Member, is a candidate for External
Audit & Supervisory Board Member.
4. If Mr. Yoshihiro Nishi assumes office as External Audit & Supervisory Board Member, the Company intends toenter into an agreement with him to limit his liability pursuant to Article 423, Paragraph 1 of the Companies Act inaccordance with the provisions of Article 427, Paragraph 1 of the Companies Act. The maximum amount of liability
pursuant to the agreement is the amount stipulated by laws and regulations if he has performed his duties in goodfaith and without gross negligence.
5. The Company registered External Audit & Supervisory Board Member as Independent Director/Auditor with theTokyo Stock Exchange and Fukuoka Stock Exchange. The Company intends to register Mr. Yoshihiro Nishi as
Independent Auditor with the Tokyo Stock Exchange and Fukuoka Stock Exchange, if he assumes office as External
Audit & Supervisory Board Member due to a shortfall in the number of Audit & Supervisory Board Members- 17 -

6.

prescribed by laws and regulations after his election has been approved as proposed in this Proposal.
The Company has entered into a directors and officers liability insurance contract (D&O insurance) with aninsurance company as stipulated in Article 430-3, Paragraph 1 of the Companies Act, naming all Audit &Supervisory Board Members as the insured to allow the Company to secure superior human resources and to preventthe diminishment of execution of the duties. The said insurance contract will be renewed in October 2024. If Mr.
Yoshihiro Nishi assumes office as External Audit & Supervisory Board Member due to a shortfall in the number ofAudit & Supervisory Board Members prescribed by laws and regulations after his election has been approved as
proposed in this Proposal, he will newly become the insured.
Outline of D&O insurance contract
1) Actual proportion of the premiums borne by the insured:
The insurance premium of insureds is planned to be fully borne by the Company.
2) Outline of insurance incidents to be covered by the contract:
・Where a claim for damages is submitted against a director or an officer by a third party alleging that he or
she caused damage to the third party
・Where a claim for damages is submitted against a director or an officer by the Company alleging he or she
caused damage to the Company as a result of shareholder derivative actions- 18 -

Proposal 6:

Revision of the Amount of Remuneration for External Directors

With the approval at the 107th Annual General Meeting of Shareholders held on June 28, 2016, themaximum amount of remuneration, etc. for Directors of the Company was set at 1,200 million yen per year(of which, 60 million yen per year is for External Directors), and the amount has remained the same until today.
In response to an increase in the number of External Directors for the purpose of further strengthening a
corporate governance system, among other reasons, we seek approval for the revision of the maximum amountof remuneration, etc. for Directors to 1,200 million yen per year (of which, 200 million yen per year is forExternal Directors). This proposal was deliberated by a voluntary Remuneration Committee, the majority ofwhich is composed of Independent External Directors, in light of the composition of officers in the future. The
proposal was then resolved by the Board of Directors, following recommendations from the said Committee.
Therefore, we deem the contents of the proposal to be appropriate.
As with the past, the amount of remuneration, etc. for Directors shall not include employee salary portion
for a Director who concurrently serves as an employee. The current number of Directors is 10 (including 4
External Directors). If Proposal 3 is approved as originally proposed, the number of Directors will become 11(including 5 External Directors).

- 19 -

Reference
The following table shows the composition of the Board of Directors and the Audit & Supervisory Board(skill matrix) in the event that the proposals for the election of Directors and Audit & Supervisory Board
Members are approved.
The Company’s Board of Directors and Audit & Supervisory Board are comprised of Directors and Audit& Supervisory Board Members who are rich in diversity with high sense of ethics, sense of fairness, andintegrity, etc., in addition to expected expertise and experience (skills). To nominate a candidate for Director,
the composition and necessary skills are discussed at a voluntary Nomination Committee.
Expertise and Experience the Company expects Directors to have
Director

Independent
Director

Corporate
management

Personnel
Risk
Technology
Finance
CapitalIT
ESG/Labor management
Global /Development
andmarket/Digital/Safety /Compliance/Quality
accounting

Board of Directors

1) Kimikazu
Nakamura●

2) Kimihiro
Nakamura●

3) YasutoAgo●4) Katsuaki
Morofuji●

5) Masahiro
Ohba

●

●

●

6) Nobuyuki
Aoki

●

●

●

●

●

7) Terukazu
Okahashi●8) MakotoOgawa●9) Naoko
Saiki●10) AkiraTakada●●11) Toru
Ishida●●Audit & Supervisory Board

Audit &
Supervisory
Board
Member1) Toshio
Yuki
2) Yoshiteru
Tsuji3) Ryuzo
Shiraha4) Kunio
ShimadaIndependent
Auditor

●

●
●

●

●

●

●

●

●

●

●

●

●

●

●

●

●

●
●

●

●

●

Expertise and Experience the Company expects
Audit & Supervisory Board Members to have
Finance andaccounting

Legal andattorney-at-law

●

●

●

●

Knowledge offinancialindustry

Knowledge ofaudit firm

●

●

●

Knowledge of
the Company’sbusiness

●

●

●

●
●

* The above table does not represent all the expertise and experience possessed by the Directors and Audit &Supervisory Board Members.

- 20 -