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: 6369
June 7, 2021
To our shareholders:
Toru Yanagawa
President and Representative Director
TOYO KANETSU K.K.
11-1 Minamisuna 2-chome, Koto-ku, Tokyo

Notice of the 113th Annual General Meeting of Shareholders
The 113th Annual General Meeting of Shareholders of TOYO KANETSU K.K. (the “Company”) will be held as
indicated below.
Due to the continuous effects of novel coronavirus disease (COVID-19), the Company requests shareholders not toattend the General Meeting of Shareholders in person this year unless absolutely necessary regardless of your healthcondition.
Instead, the Company requests you to exercise your voting rights in writing or by electronic methods (the Internet,etc.). Please review the attached Reference Documents for General Meeting of Shareholders, and exercise your voting
rights.
Instructions for the Exercise of Voting Rights
Exercising voting rights by mail (in writing)
Please indicate your approval or disapproval of the proposals in the enclosed voting form and then return the form to
the Company by postal mail so that your vote is received by 5:30 p.m. on Monday, June 28, 2021 (JST).
Exercising voting rights via the Internet, etc.
Please access the website specified by the Company for exercising your voting rights (https://evote.tr.mufg.jp/) andexercise your voting rights by 5:30 p.m. on Monday, June 28, 2021 (JST).
Exercising voting rights by attending the General Meeting of Shareholders
Please submit the enclosed voting form to the reception on the day of the meeting.
* The Company participates in the electronic voting platform.

1. Date and Time: Tuesday, June 29, 2021, 10:00 a.m. (JST) (Reception will open at 9:00 a.m.)
2. Venue:
Large Hall, 3F, The Industry Club of Japan
4-6 Marunouchi 1-chome, Chiyoda-ku, Tokyo
3. Purpose of the Meeting
Matters to be reported:
1. The Business Report and the Consolidated Financial Statements for the 113th 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 and Supervisory Committee
2. The Non-consolidated Financial Statements for the 113th fiscal year (from April 1, 2020 to March 31, 2021)
Matters to be resolved:
Proposal No. 1
Appropriation of Surplus
Proposal No. 2
Election of Four Directors (Excluding Audit and Supervisory Committee Members)
Proposal No. 3
Election of Four Directors Who Are Audit and Supervisory Committee Members- If you attend the meeting in person, please submit the enclosed voting form to the reception. In addition, please bring this notice withyou for reference during the meeting.
- If there are any modifications to the Reference Documents for General Meeting of Shareholders, the Business Report, theConsolidated Financial Statements, and the Non-consolidated Financial Statements, such modifications will be published on the
Company’s website.

The Company’s website (https://www.toyokanetsu.co.jp/)-1-Reference Documents for General Meeting of Shareholders
Proposal No. 1

Appropriation of Surplus

The Company recognizes the return of profit to its shareholders as a key management priority, and has been
maintaining a basic policy for the return of profit to shareholders to optimize the balance between financial soundness
and the return of profit to its shareholders.
To mark the 80th anniversary of the Company’s founding, the Company proposes to pay the year-end dividends forthe 113th fiscal year, in accordance with our policy for the return of profit to shareholders and to express our gratitude
for the support of our shareholders, as follows with a commemorative dividend.
Year-end dividends(1) Type of dividend property
To be paid in cash.
(2) Allotment of dividend property and their aggregate amountThe Company proposes to pay a dividend of ¥115 per common share of the Company.
(Ordinary dividend: ¥110; commemorative dividend for 80th anniversary: ¥5)
In this event, the total dividends will be ¥949,845,605.
(3) Effective date of dividends of surplus
June 30, 2021
<Reference>
Policy for return of profit to shareholders (fiscal year ended March 31, 2021)- Consolidated dividend payout ratio: set at 50% or more.
(However, the lower limit will be set at ¥100 per share annually.)- Consolidated total return ratio: not set, but to be flexibly adjusted according to the performance.
- Effective period of the policy: For three fiscal years, from the fiscal year ended March 31, 2020, to the fiscal year ending March 31,
2022. A review will be made at the expiry of the period.

-2-

Proposal No. 2

Election of Four Directors (Excluding Audit and Supervisory Committee Members)

The terms of office of all four Directors (excluding Audit and Supervisory Committee Members) will expire at theconclusion of this meeting. Therefore, the Company proposes the election of four Directors.
Furthermore, as members of the “Nomination and Compensation Committee” (the majority of which are outside
Directors), which was established voluntarily, all members of the Audit and Supervisory Committee madedeliberations according to the criteria and procedures stipulated in the Company’s “Corporate Governance
Guidelines,” participated in processes to report and make decisions in the meeting of the Board of Directors, andreexamined the above in the Audit and Supervisory Committee. As a result, the Audit and Supervisory Committee
has determined that the procedures for nominating candidates for Director who are not Audit and Supervisory
Committee Members are appropriate and each candidate is eligible to be a Director of the Company. The
remuneration of Directors who are not Audit and Supervisory Committee Members are deliberated in the sameprocess as elections; therefore, the Company believes the procedures for determining remuneration are appropriate
and the details of the remuneration, etc. are reasonable.
The candidates for Director (excluding Audit and Supervisory Committee Members) are as follows:
Candidate
No.

Name

1

Toru Yanagawa

2

Keisuke Kodama

President and Representative
Director
Director

3

Takashi Owada

Director

4

Kazuhito Watanabe

Director

Current position

Reelection: Candidate for Director to be reelected
New election: Candidate for Director to be newly elected-3-

Responsibility, etc.

Attribute–

Reelection

Executive Vice President
Executive Vice President andDivision Manager of Logistics
Solutions Division
Senior Managing Officer andDivision Manager of Corporate
Division

Reelection
Reelection

Reelection

Candidate
No.

Name
(Date of birth)

Career summary, position and responsibility in the Company
Apr. 1975
Apr. 1998

1

Number of theCompany’s shares
ownedJoined the Company
General Manager of Machinery & Plant Sales
Department of Sales Division
July 2000
Executive Officer and General Manager ofToru Yanagawa
Machinery & Plant Sales Department of Sales(February 26, 1953)
Division
July 2003
Senior Executive Officer and Deputy Division
Reelection
Manager of Plant & Machinery Division
June 2005
Director, Senior Executive Officer, and Deputy
Tenure as Director (at theDivision Manager of Plant & Machinery
18,446 sharesconclusion of this meeting)
Division
16 years
Apr. 2008
Director
Apr. 2008
President & Representative Director of TOYO
Attendance to the Board of
KANETSU SOLUTIONS K.K. (currently the
Directors meetings
Company)
11/11
Apr. 2014
President and Representative Director of theCompany (current position)(Significant concurrent positions outside the Company)–
Reasons for nomination as candidate for Director
He has superior discernment and performance not only in his pursuits in the plant & machinery business that he has
mainly engaged in since joining the Company, but also in the logistics solutions business. Moreover, given his excellent
management skills, cultivated through his experience as President, etc. of the Company, the Company proposes his
reelection as Director.

-4-Candidate
No.

Name
(Date of birth)

Career summary, position and responsibility in the Company
Apr. 1982
July 2006

2

Number of theCompany’s shares
ownedJoined the Company
General Manager of Domestic Sales
Department of Plant & Machinery Division
Apr. 2009
General Manager of Corporate Management
Department of Corporate Management Division
Apr. 2010
Executive Officer and General Manager ofCorporate Management Department ofCorporate Management Division
Apr. 2012
Seconded to TOYO KANETSU SOLUTIONS
Keisuke Kodama
K.K. (currently the Company), and Executive(December 26, 1958)
Officer
Apr. 2013
Transferred to TOYO KANETSU
Reelection
SOLUTIONS K.K., and Senior Executive
Officer
Tenure as Director (at theApr. 2015
Transferred to the Company, Senior Executive
5,156 sharesconclusion of this meeting)
Officer and Deputy Division Manager of
6 years
Corporate Management Division
June 2015
Director and Deputy Division Manager ofAttendance to the Board of
Corporate Management Division
Directors meetings
Apr. 2016
Director and General Manager of Corporate
11/11
Management Division
Apr. 2018
Director and General Manager of Corporate
Management Division
Apr. 2019
Director, Senior Managing Officer and Division
Manager of Corporate Division
Apr. 2020
Director and Executive Vice President (current
position)(Significant concurrent positions outside the Company)–
Reasons for nomination as candidate for Director
He has superior discernment and performance in not only his pursuits in the plant & machinery business that he has
mainly engaged in since joining the Company, but also in the Corporate Division and the logistics solutions business.
Moreover, given his excellent management skills, cultivated through his experience as General Manager of Domestic
Sales Department of plant & machinery business, Division Manager of Corporate Division, and as an officer in chargeof our businesses, the Company proposes his reelection as Director.

-5-Candidate
No.

Name
(Date of birth)

Career summary, position and responsibility in the Company
Apr. 1985
Oct. 2002

3

Number of theCompany’s shares
ownedJoined the Company
Transferred to TOYO KANETSU
SOLUTIONS K.K. (currently the Company),and General Manager of System Sales No. 1
Department, Marketing Division
July 2006
General Manager of SI Department, System
DivisionTakashi Owada
Apr. 2008
Executive Officer and General Manager of(June 19, 1962)
System Division
Apr. 2015
Senior Executive Officer
Reelection
Apr. 2018
Transferred to the Company, and Executive
Officer
Tenure as Director (at the
1,331 sharesconclusion of this meeting)
Seconded to TOYO KANETSU SOLUTIONS
2 years
K.K. (currently the Company), and Director
and Senior Executive Officer
Attendance to the Board ofApr. 2019
Managing Officer and Division Manager of
Directors meetings
Logistics Solutions Division of the Company
11/11
June 2019
Director, Managing Officer and Division
Manager of Logistics Solutions Division
Apr. 2021
Director, Executive Vice President and Division
Manager of Logistics Solutions Division(current position)(Significant concurrent positions outside the Company)–
Reasons for nomination as candidate for Director
He has superior discernment and performance in his pursuits in the logistics solutions business that he has mainly
engaged in since joining the Company. Moreover, given his excellent management skills, cultivated through his
experience as Director and General Manager of System Division, etc. of TOYO KANETSU SOLUTIONS K.K.
(currently the Company), a then subsidiary operating our logistics solutions business, and also as Division Manager of
Logistics Solutions Division of the Company, the Company proposes his reelection as Director.

-6-

Candidate
No.

Name
(Date of birth)

Career summary, position and responsibility in the Company
Apr. 1983
Oct. 2002

4

Notes:

Number of theCompany’s shares
ownedJoined the Company
Transferred to TOYO KANETSU
SOLUTIONS K.K. (currently the Company)
Apr. 2007
General Manager of Marketing No.3
Department, Marketing Division
Apr. 2012
General Manager Supervising Marketing
Division
Apr. 2014
Executive Officer and General Manager
Supervising Marketing Division
Kazuhito Watanabe
Apr. 2017
Senior Executive Officer(November 17, 1960)
Apr. 2018
Transferred to the Company, and Executive
Officer
Reelection
Seconded to TOYO KANETSU SOLUTIONS
Tenure as Director (at the
K.K. (currently the Company), and Director
1,931 sharesconclusion of this meeting)and Senior Executive Officer
2 years
Apr. 2019
Managing Officer and Deputy Division
Manager of Logistics Solutions Division of the
Attendance to the Board ofCompany
Directors meetings
June 2019
Director, Managing Officer and Deputy
11/11
Division Manager of Logistics Solutions
Division
Apr. 2020
Director, Managing Officer and Division
Manager of Corporate Division
Apr. 2021
Director, Senior Managing Officer and Division
Manager of Corporate Division (current
position)(Significant concurrent positions outside the Company)–
Reasons for nomination as candidate for Director
He has superior discernment and performance in his pursuits in the logistics solutions business that he has mainly
engaged in since joining the Company. Moreover, given his excellent management skills, cultivated through his
experience as Director and General Manager Supervising Marketing Division, etc. of TOYO KANETSU SOLUTIONS
K.K. (currently the Company), a then subsidiary operating our logistics solutions business, and also as Deputy Division
Manager of Logistics Solutions Division and as Division Manager of Corporate Division of the Company, the Company
proposes his reelection as Director.
1. There is no special interest between any of the candidates for Director and the Company.
2. The Company has entered into a directors and officers liability insurance policy as provided for in Article 430-3, Paragraph
1 of the Companies Act with an insurance company. This policy insures Directors (including those who are Audit andSupervisory Committee Members), Corporate Auditors, and Executive Officers of the Company and its subsidiaries.
Insurance premiums are borne by the Company. The policy will cover losses, such as indemnification and court costs,
incurred in cases where an insured receives a claim for damages arising from the performance of duties as an officer andassumes legal liability for the damages. If the candidates are appointed and assume the office as Director, they will be
included as insureds in the policy. In addition, when the insurance policy is renewed, the Company plans to renew thepolicy with the same terms.

-7-Proposal No. 3

Election of Four Directors Who Are Audit and Supervisory Committee Members

The terms of office of all four Directors who are Audit and Supervisory Committee Members will expire at theconclusion of this meeting. Therefore, the Company proposes the election of four Directors who are Audit andSupervisory Committee Members.
Furthermore, the consent of the Audit and Supervisory Committee has been obtained for this proposal.
Candidates for Directors who are Audit and Supervisory Committee Members are as follows:
Candidate
No.

Name

1

Kazuto Abe

Full-time Audit andSupervisory Committee
Member–2

Toshiaki Hiwatari

Audit and Supervisory
Committee Member–

3

Shigeharu Nakamura

Audit and Supervisory
Committee Member–

4

Kazuo Ushida––

Current position

Responsibility, etc.

Reelection: Candidate for Director who is Audit and Supervisory Committee Member to be reelected
Outside: Candidate of outside Director who is Audit and Supervisory Committee Member
Independent: Independent officer as defined by the securities exchange
New election: Candidate for Director who is Audit and Supervisory Committee Member to be newly elected-8-

Attribute
Reelection
Reelection
OutsideIndependent
Reelection
OutsideIndependent
New election
OutsideIndependent

Candidate
No.

Name
(Date of birth)

Career summary, position and responsibility in the Company
Apr. 1976
July 2000

1

Number of theCompany’s shares
ownedJoined the Company
General Manager of Accounting Department ofCorporate Management DivisionDec. 2002
Executive Officer
Kazuto Abe
July 2003
Seconded to TOYO KANETSU SOLUTIONS(April 27, 1953)
K.K. (currently the Company), and Executive
Officer and Deputy Division Manager ofReelection
Corporate Management Division
Division Manager of Corporate Management
Tenure as Audit and Supervisory Aug. 2004
Division
Committee Member (at theApr. 2009
Executive Officer, General Manager of General
conclusion of this meeting)& Personnel Affairs Department of Corporate
6 years
3,403 shares
Management Division, and General Manager of
Chiba Plant of the Company
Attendance to the Board of
Directors meetings
June 2009
Outside Audit & Supervisory Board Member of
11/11
TOYO KOKEN K.K.
Apr. 2012
Executive Officer, in charge of General &Attendance to the Audit andPersonnel Affairs, and Chiba Plant of theSupervisory Committee
Company
meetings
June 2012
Full-time Auditor
11/11
June 2015
Director (Full-time Audit and Supervisory
Committee Member) (current position)(Significant concurrent positions outside the Company)–
Reasons for nomination as candidate for Director who is Audit and Supervisory Committee Member
He has abundant experience and knowledge cultivated through his pursuits in the management department that he has
mainly engaged in since joining the Company, as General Manager of Accounting Department, General Manager ofGeneral & Personnel Affairs Department, and as General Manager of Corporate Management Division, etc., in TOYOKANETSU SOLUTIONS K.K. (currently the Company), a subsidiary operating our logistics solutions business. He
also has a vast record of opinions and advice to the Company as Full-time Auditor since 2012 and as Director who is
Full-time Audit and Supervisory Committee Member since 2015. Therefore, having judged that he will contribute toenhanced auditing and supervisory potential across the overall management, the Company proposes his reelection as
Director who is Audit and Supervisory Committee Member.

-9-Candidate
No.

Name
(Date of birth)

Career summary, position and responsibility in the Company
Apr. 1970
June 1997
Aug. 2002
June 2004
Dec. 2006

Toshiaki Hiwatari(August 4, 1945)
Reelection
OutsideIndependent

July 2008
Sept. 2010

June 2012

Appointed as Public Prosecutor
Public Prosecutor of the Supreme Public
Prosecutors OfficeDirector-General of the Criminal Affairs
Bureau of the Ministry of JusticeVice-Minister of Justice
Superintending Prosecutor of the Tokyo High
Public Prosecutors Office
Prosecutor-General
Registered as an attorney at law, Advisor
attorney at law for TMI Associates (current
position)
Outside Corporate Auditor of Honda MotorCo., Ltd. Outside Auditor of the Company

Tenure as Audit and Supervisory
Oct. 2012
Committee Member (at theconclusion of this meeting)June 2015
6 years2

Number of theCompany’s shares
owned

Outside Director of Nomura Securities Co.,Ltd.
483 shares
Outside Director (Audit and Supervisory
Committee Member) of the Company (current
position)
Attendance to the Board of
Oct.
2016
Corporate Auditor (outside) of The Kagoshima
Directors meetings
Bank,
Ltd.
11/11
June 2017
Outside Director (Audit and Supervisory
Committee Member) of Honda Motor Co., Ltd.
Attendance to the Audit and
Apr.
2019
OutsideDirector (Audit and Supervisory
Supervisory Committee
Committee
Member) of Nomura Securities Co.,
meetings
Ltd.
(plan
to
retire in June 2021).
11/11
Outside Director of The Kagoshima Bank, Ltd.
(current position)
Aug. 2019
Chairperson of the Asia Crime Prevention
Foundation (current position)(Significant concurrent positions outside the Company)
Advisor Attorney at law for TMI Associates
Outside Director of The Kagoshima Bank, Ltd.
Chairperson of the Asia Crime Prevention Foundation
Reasons for nomination as candidate for outside Director who is Audit and Supervisory Committee Member andsummary of expected roles
He has specialist expertise cultivated as a public prosecutor and attorney at law, and rich experience in the legal world,such as serving as Prosecutor-General, etc. He has been actively providing his opinions and advice to the Company as
outside Auditor since 2012 and as outside Director who is Audit and Supervisory Committee Member since 2015. In
addition, as Chair of the “Nominating and Remuneration Advisory Committee,” which was voluntarily established by
the Company, he leads the supervisory function in the selection of candidates for Directors and the decision-making
process on Directors’ remuneration, etc. from an objective and neutral viewpoint. Therefore, having judged that he willcontribute to enhanced auditing and supervisory potential across the overall management, the Company proposes his
reelection as outside Director who is Audit and Supervisory Committee Member.

- 10 -

Candidate
No.

Name
(Date of birth)

Career summary, position and responsibility in the Company
Apr. 1976

3

Number of theCompany’s shares
ownedJoined The Saitama Bank, Limited (currently
Resona Bank, Limited)
June 2006
Director, Senior Managing Executive Officer incharge of Aggregate Funds Division and in
charge of Corporate Governance Office
June 2008
Deputy President and Representative Director,
Executive Officer in charge of Human
Resources Division and in charge of the
Corporate Governance Office
June 2009
Executive Officer in charge of Corporate
Shigeharu Nakamura
Communications Division and in charge of
September 17, 1953
Human Resources Division of Resona
Holdings, Inc.
Reelection
June 2011
Deputy President and Representative Director,
Outside
Executive Officer in charge of the Corporate
Independent
Center (excluding the Corporate Management
Department) of Resona Bank, Limited.
Tenure as Audit and Supervisory
Outside Director of Saitama Resona Bank,
Committee Member (at theLimitedconclusion of this meeting)
483 shares
Apr. 2012
President and Representative Director of
6 years
Resona Research Institute Co., Ltd.
Attendance to the Board ofJune 2013
Outside Auditor of the Company
Directors meetings
June 2014
Outside Director of F-TECH INC. (current
11/11
position), Outside Auditor of RIKENTECHNOS CORPORATION
Attendance to the Audit andJune 2015
Outside Director (Audit and Supervisory
Supervisory Committee
Committee Member) of the Company (current
meetings
position)
11/11
June 2016
Outside Director (Audit & Supervisory
Committee Member) of RIKEN TECHNOSCORPORATION (current position)
June 2018
External Director of The Shoko Chukin Bank,
Ltd. (current position)(Significant concurrent positions outside the Company)
Outside Auditor of F-TECH INC.
Outside Director (Audit & Supervisory Committee Member) of
RIKEN TECHNOS CORPORATION
External Director of The Shoko Chukin Bank, Ltd.
Reasons for nomination as candidate for outside Director who is Audit and Supervisory Committee Member andsummary of expected roles
He has abundant experience in all aspects of corporate management cultivated through his many years of experience ina financial institution and service as its manager, and broad knowledge of finance and accounting. He has been actively
providing his opinions and advice to the Company as outside Auditor since 2013 and as outside Director who is Audit
and Supervisory Committee Member since 2015. In addition, as a member of the “Nominating and Remuneration
Advisory Committee,” which was voluntarily established by the Company, he is responsible for the supervisory
function in the selection of candidates for Directors and the decision-making process on Directors’ remuneration, etc.
from an objective and neutral viewpoint. Therefore, having judged that he will contribute to enhanced auditing andsupervisory potential across the overall management, the Company proposes his reelection as outside Director who is
Audit and Supervisory Committee Member.

- 11 -

Candidate
No.

Name
(Date of birth)

Career summary, position and responsibility in the Company
Apr. 1975

4

Notes:

1.
2.
3.

4.
5.

6.

Number of theCompany’s shares
ownedJoined Nippon Kogaku K.K. (currently NIKONCORPORATION)
June 2005
Managing Director, Member of the Board &Executive Vice President, and President ofPrecision Equipment Company
June 2007
Director, Member of the Board & Executive
Vice President, and President of Precision
Kazuo Ushida
Equipment Company(January 25, 1953)
June 2013
Representative Director, Member of the Board& Senior Executive Vice President, Officer in
New election
charge of Intellectual Property Headquarters,
OutsidePresident of Precision Equipment Company,
Independent
and Vice Officer in charge of Corporate
Planning Headquarters
Tenure as Audit and Supervisory
June 2014
President and Representative Director,
Committee Member (at theOverseeing Medical Business Development
0 sharesconclusion of this meeting)
Division and Business Development Division- years
June 2017
President and Representative Director, Officer
in charge of Business Development Division,
Attendance to the Board of
Optical Engineering Division and Research &Directors meetings
Development Division
Apr. 2019
Representative Director and Chairman of the
Attendance to the Audit and
Board
Supervisory Committee
Apr. 2020
Chairman of the Board (current position)
meetings
May 2021
Chairman of Japan Telescope Manufacturers
Association (current position)(Significant concurrent positions outside the Company)
Director of NIKON CORPORATION, Chairman of the Board(scheduled to assume the position in June, 2021.)
Chairman of Japan Telescope Manufacturers Association
Chairman of Japan Optical Industry Association (scheduled toassume the position in June, 2021.)
Reasons for nomination as candidate for outside Director who is Audit and Supervisory Committee Member andoverview of expected roles
He has a wealth of experience related to technology development at a listed company (manufacturing industry), as well
as abundant experience and advanced knowledge of all aspects of corporate management cultivated through his service
as the manager. Therefore, having judged that he will contribute to enhanced auditing and supervisory potential acrossthe overall management, the Company proposes his election as outside Director who is Audit and Supervisory
Committee Member. If his appointment is approved, he will also be involved as a member of the Nomination andCompensation Committee, which has been established voluntarily by the Company, from an objective and neutral
viewpoint, in the selection of candidates for the Board of Directors and in the process of determining the remunerationfor officers and other matters.
There is no special interest between any of the candidates for Director who are Audit and Supervisory Committee Members
and the Company.
Toshiaki Hiwatari, Shigeharu Nakamura, and Kazuo Ushida are candidates for outside Director.
Although Toshiaki Hiwatari has never been directly involved in the management of a company except as an outside officer,
the Company judges that he will appropriately fulfill his duties as described in “Reasons for nomination as candidate foroutside Director who is Audit and Supervisory Committee Member and summary of expected roles.”Toshiaki Hiwatari and Shigeharu Nakamura are currently outside Directors who are Audit and Supervisory Committee
Members of the Company, and at the conclusion of this meeting, their tenure as outside Directors will have been six years.
Shigeharu Nakamura, in the past ten years, has served as a person executing business in the positions in Resona Bank,
Limited, which is a specified affiliated business operator (a major client) for the Company. However, he has retired as
Deputy President and Representative Director and Executive Officer of Resona Bank, Limited as of March 2012.
Toshiaki Hiwatari has served as an Outside Director of Nomura Securities Co., Ltd. since October 2012, but the company
and its parent company, Nomura Holdings, Inc. received a business improvement order from the Financial Services Agency
under the Financial Instruments and Exchange Act in May 2019. This order was issued in response to Nomura Securities’
inappropriate communication regarding criteria for designating and exiting top-tier markets, which were discussed at the- 12 -

7.

8.

9.

meeting of the Advisory Group to Review the TSE Cash Equity Market Structure, organized by Tokyo Stock Exchange,
Inc. Although he was not aware of this until it was revealed, he has been providing his advice from the perspective of legal
compliance at Board of Directors meetings, etc., and has been fulfilling his responsibilities as an Outside Director of
Nomura Securities by requesting the company further strengthening and enhancement of legal compliance and internal
controls to prevent recurrence.
The Company has entered into agreements with Kazuto Abe, Toshiaki Hiwatari, and Shigeharu Nakamura to limit their
liability to the amount stipulated by laws and regulations, and if they are reelected, the Company plans to continue anagreement with the same content with them. Furthermore if the election of Kazuo Ushida is approved, the Company plansto enter into the same agreement with him.
The Company has entered into a directors and officers liability insurance policy as provided for in Article 430-3, Paragraph
1 of the Companies Act with an insurance company. This policy insures Directors (including those who are Audit andSupervisory Committee Members), Corporate Auditors, and Executive Officers of the Company and its subsidiaries.
Insurance premiums are borne by the Company. The policy will cover losses, such as indemnification and court costs,
incurred in cases where an insured receives a claim for damages arising from the performance of duties as an officer andassumes legal liability for the damages. If the candidates are appointed and assume the office as Director, they will be
included as insureds in the policy. In addition, when the insurance policy is renewed, the Company plans to renew thepolicy with the same terms.
The Company has submitted notification to Tokyo Stock Exchange, Inc. concerning the appointments of Toshiaki Hiwatariand Shigeharu Nakamura as independent officers as provided for by the aforementioned exchange. Furthermore, if theirreelection is approved, the Company plans to submit notification for their appointment as independent officers again. In
addition, Kazuo Ushida also satisfies the requirements for an independent officer as provided by the stock exchange, andif his election is approved, the Company plans to submit notification for his appointment as an independent officer.

(Reference) Skills matrix for Board of Directors after Annual General Meeting of Shareholders
Overallmanagement
1
2
3
4
5
6
7
8

Toru Yanagawa
Keisuke Kodama
Takashi Owada
Kazuhito
Watanabe
Kazuto Abe
Toshiaki Hiwatari
Shigeharu
NakamuraKazuo Ushida●●

Expected areas of expertise based on experience
Production,
Legal, risk
International
Sales
engineering,
management,
experience
R&D
ESG
●
●
●
●
●
●

●

●

●
●

●

●

●

●

●
●

Finance,accounting●●- 13 -