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
other forms of damages arising from the translation.
Securities code: 8096
May 30, 2022
To Shareholders with Voting Rights:
Akira Watanabe
Representative Director, President & CEO
KANEMATSU ELECTRONICS LTD.
Kyobashi-MID Bldg. 13-10 Kyobashi 2chome, Chuo-ku, Tokyo

Notice of Convocation of the 54th Annual General Meeting of Shareholders
Dear Shareholder,
You are hereby notified of the 54th Annual General Meeting of Shareholders of KANEMATSU
ELECTRONICS LTD. (hereinafter “the Company”), to be held as indicated below.
In light of the continuing novel coronavirus (COVID-19) situation and from the perspective of
keeping the virus from spreading, we recommend our shareholders to exercise their voting rights inwriting or via the Internet prior to the Meeting and refrain from attending the Meeting in person as
much as possible regardless of their health conditions.
Please review the below Reference Documents for the General Meeting of Shareholders andexercise your voting rights through either of the methods by 5:20 p.m. Japan time on Monday, June20, 2022.
1. Date and Time:
2. Place:

Tuesday, June 21, 2022 at 10:00 a.m. Japan time
(Reception will open at 9:00 a.m.)
Seminar room on the 7th floor
The Head Office building at: Kyobashi-MID Bldg. 13-10 Kyobashi 2-chome,
Chuo-ku, Tokyo

3. Meeting Agenda:
Matters to be reported: 1. The Business Report, Consolidated Financial Statements for theCompany’s 54th Fiscal Year (April 1, 2021 to March 31, 2022) andresults of audits of Consolidated Financial Statements by the Accounting
Auditor and the Audit & Supervisory Committee
2. Non-consolidated Financial Statements for the Company’s 54th Fiscal
Year (April 1, 2021 to March 31, 2022)
Proposals to be resolved:
Partial Amendments to the Articles of Incorporation
Proposal 1:
Election of Five (5) Directors (Excluding Directors (Audit & Supervisory
Proposal 2:
Committee Members))
Election of Four (4) Directors (Audit & Supervisory Committee Members)
Proposal 3:
 When attending the meeting in person, please submit the enclosed Voting Rights Exercise Form at thereception desk.
 Pursuant to laws and regulations and provisions of the Company’s Articles of Incorporation, some ofthe documents to be provided with this Notice are disclosed on our website (https://www.kel.co.jp)
instead of including them as appendix. Those documents are: system to ensure the appropriateness ofbusiness activities and outline of its operating status and notes to consolidated and non-consolidated
financial statements. Appendix to this Notice and the above-mentioned documents disclosed on our
website were audited by the Audit & Supervisory Committee and Accounting Auditor in preparing the-1-

Audit & Supervisory Committee’s Audit Report and Accounting Auditor’s Report by respective parties.
 Should there be any revision to the Reference Documents and Appendix for the General Meeting of
Shareholders, the revised versions will be posted on the Company’s website (https://www.kel.co.jp/).
We will post notices on our website should any matter requiring your attention arise that may affect theshareholder meeting given COVID-19 situation.

-2-

How to Exercise Your Voting Rights

Exercise of Voting Rights by Attending the Meeting
Please submit the enclosed Voting Rights Exercise Form to the reception at the venue.
Please bring this Notice with you for your reference on the day.
Meeting Date and Time: Tuesday, June 21, 2022 at 10:00 a.m.
Exercise of Voting Rights in Writing
Please indicate your approval or disapproval for each proposal on the enclosed Voting Rights Exercise
Form, and send us your response.
Exercise Deadline:

To be received by the Company by Monday, June 20, 2022 at 5:20 p.m.

Exercise of Voting Rights via the Internet
Please access the designated website for exercising voting rights (https://www.web54.net), follow theguidance on the screen and enter your approval or disapproval for each proposal.
Please see the next page for more detail.
Exercise Deadline:

Monday, June 20, 2022 at 5:20 p.m.

Guidance for Using Electronic Voting System Platform
Institutional investors may use the “electronic voting system platform,” operated by ICJ, Inc. forexercising voting rights by electromagnetic means.
Notes:* If you exercise your voting rights through both in writing and via the Internet, the one exercisedthrough the Internet will be treated as the effective vote regardless of the time and the date received
by the Company.
* If you exercise your voting rights through the Internet more than once, the last one exercised willbe treated as the effective vote.
* Expenses incurred in accessing the website for exercising voting rights, such as internet connection
fees paid to an internet service provider and communication fees paid to a telecommunications
carrier, shall be borne by each shareholder.

-3-

Exercise of Voting Rights via the Internet
To exercise your voting rights via the Internet, please access the designated website for exercising voting
rights (https://www.web54.net).
Please read the following information before you begin.
Upon exercising your voting rights through the Internet, you will need the “code for exercising voting
rights” and “password” printed on the back side of the Voting Rights Exercise Form.
“Smart Exercising”
You can skip entering the “code for exercising voting rights” and “password” by accessing the website
through scanning the “QR code for website for exercising voting rights - login for smartphones” printed
on the enclosed Voting Rights Exercise Form. You can only exercise your voting rights once if you accessthe website through this method.
1. Access the website
2. Log in
3. Enter password
4. Follow the guidance on the screen and enter your approval or disapproval for each proposal.

Please contact below for any questions on how to use PCs, smartphones, etc., in relation to exercising
voting rights through the website.
Transfer Agency Web Support Service, Sumitomo Mitsui Trust Bank, Limited
0120-652-031 (available from 9:00 a.m. to 9:00 p.m.)-4-

Reference Documents for the General Meeting of Shareholders
Proposals and References
Proposal 1: Partial Amendments to the Articles of Incorporation
The Company proposes to make partial amendments to the current Articles of Incorporation as follows.
1. Reasons for amendments
The amended provisions stipulated in the proviso of Article 1 of the supplementary provisions of the“Act Partially Amending the Companies Act” (Act No. 70 of 2019) will be enforced on September 1,
2022. Accordingly, in order to prepare for the introduction of the system for electronic provision ofmaterials for general meetings of shareholders, the Articles of Incorporation of the Company shall beamended as follows.
(1) The proposed Article 17, Paragraph 1 provides that information contained in the referencematerials for the general meeting of shareholders, etc. shall be provided electronically.
(2) The purpose of the proposed Article 17, Paragraph 2 is to establish a provision to limit the scopeof matters to be included in the paper copy to be sent to shareholders who have requested it.
(3) The provisions related to the internet disclosure and deemed provision of reference materials forthe general meeting of shareholders, etc. (Article 17 of the current Articles of Incorporation) will
become unnecessary and will therefore be deleted.
(4) In line with the above establishment and deletion of the provisions, supplementary provisions
related to the effective date, etc. shall be established.
2. Details of amendments
The details of amendments are as follows.
(Underline indicates the amended parts.)
Proposed Amendments

Current Articles of Incorporation(Internet Disclosure and Deemed Provision ofReference Materials for the General Meeting of
Shareholders, Etc.)
Article 17 The Company may, when convening
a general meeting of shareholders,deem that it has provided
information to shareholders
pertaining to matters to be describedor indicated in the referencematerials for the general meeting ofshareholders, business report, nonconsolidated financial statements,
and consolidated financial
statements, by disclosing suchinformation through the internet inaccordance with the provisions
provided in the Ordinance of the
Ministry of Justice.

-5-<Deleted>

Current Articles of Incorporation

Proposed Amendments(Measures for Electronic Provision, Etc.)
Article 17 The Company shall, when convening
a general meeting of shareholders,provide information contained in thereference materials for the general
meeting of shareholders, etc.
electronically.
2.
Among the matters to be provided
electronically, the Company may
choose not to include all or part ofthe matters stipulated in the
Ordinance of the Ministry of Justicein the paper copy to be sent toshareholders who have requested itby the record date for voting rights.
(Supplementary provisions)1.
Amendments to Article 17 of the
Articles of Incorporation shall comeinto effect on September 1, 2022, thedate of enforcement of the amended
provisions stipulated in the proviso
of Article 1 of the supplementaryprovisions of the Act Partially
Amending the Companies Act (ActNo. 70 of 2019) (the “EffectiveDate”).
2.
Notwithstanding the provisions of
the preceding paragraph, Article 17(Internet Disclosure and Deemed
Provision of Reference Materials for
the General Meeting of
Shareholders, Etc.) of the Articles ofIncorporation shall remain in force
with respect to a general meeting ofshareholders to be held on a datewithin six months from the Effective
Date.
3.
These supplementary provisions
shall be deleted after the lapse of six
months from the Effective Date or
the lapse of three months from thedate of the general meeting ofshareholders set forth in thepreceding paragraph, whichever islater.

<Newly established><Newly established>-6-

Proposal 2:

Election of Five (5) Directors (Excluding Directors (Audit & Supervisory Committee
Members))

The terms of office for all of the four (4) Directors (excluding Directors (Audit & Supervisory
Committee Members), the same shall apply hereinafter in this proposal) will expire at the conclusion ofthis General Meeting of Shareholders. Accordingly, the Company proposes the election of five (5)Directors.
The candidates for Directors are as follows:

No.

1

Name

Akira Watanabe[Reappointment]

Positions and responsibilities at the Company

Attendanceat theBoard ofDirectors
meetings

Representative Director, President & CEO

13/13(100%)

Director, Executive Officer2

Masato Suzuki[Reappointment]

Senior General Manager, System
Engineering & Technical Service Unit, andGeneral Manager, Technical Service Div.

13/13
(100%)

Director, Executive Officer
10/10(100%)

3

Hideto Tamaoka[Reappointment]

4

Tetsuro Tsutano[New appointment] ––5

Tomoyuki Suzuki[New appointment][Outside]–[Independent]–

Senior General Manager, Corporate
Headquarters

-7-

No.

Name
(Date of birth)
Akira Watanabe(March 27, 1965)[Reappointment]

1

Attendance at theBoard of Directors
meetings
13/13(100%)

Career summary, positions, and responsibilities
April 1991
April 2003
April 2008
April 2011
June 2013
April 2017
April 2019
June 2020

Joined the Company
Manager, Solution Sales Dept. 2-Manufacturers,
Solution Sales Div. 2General Manager, Solution Sales Div. 2
Executive Officer
Director
Managing Director
President & Representative Director
Representative Director, President & CEO (topresent)

Number ofshares of theCompany held

13,300

Number of years served
as Director
9 years2[Reason for nomination as candidate for Director]
Mr. Akira Watanabe has a wealth of business experience in the Sales Unit of the Company, and has been in chargeof the management of the Company as a Director since June 2013. As the Company deems that he can be expected
to continue to strengthen the decision-making functions of the Board of Directors, the Company nominates him
as a candidate for Director.
September 1991 Joined the Company
April
2007
Manager, Solution System Dept., System Div.,
Masato Suzuki
OSAKA Branch(April 29, 1962)
November 2010 Deputy General Manager, System Div.
April 2013
General Manager, System Div.
[Reappointment]
Executive Officer
April 2015
June
2016
Director
Attendance at the
April 2019
President & Representative Director, KEL
Board of Directors
9,400
Technical service Ltd. (to present)
meetings
June 2020
Director and Executive Officer, the Company (to13/13
present)(100%)(Current responsibilities)
Senior General Manager, System Engineering &Number of years servedTechnical Service Unit, and General Manager,
as Director
Technical Service Div.)
6 years[Significant concurrent position]
President & Representative Director, KEL Technical service Ltd.
[Reason for nomination as candidate for Director]
Mr. Masato Suzuki has a wealth of business experience in the System Engineering & Technical Service Unit of
the Company, and has been in charge of the management of the Company as a Director since June 2016. As theCompany deems that he can be expected to continue to strengthen the decision-making functions of the Board of
Directors, the Company nominates him as a candidate for Director.

-8-

No.

Name
(Date of birth)

Career summary, positions, and responsibilities

Number ofshares of theCompany held

Joined KANEMATSU CORPORATION
Director and Treasurer., Kanematsu (Hong Kong)
Hideto Tamaoka
Ltd.
(January 20, 1968)
Deputy Manager, Corporate Planning Section,
April 2014
Corporate Planning Dept., KANEMATSU[Reappointment]
CORPORATION
Director, Nippon Office Systems Ltd.
June 2015
Attendance at theJune 2016
President & Representative Director, i-NOS
Board of Directors
Corporation
2,900
meetings
Managing Director, Nippon Office Systems Ltd.
April 2018
10/10
April 2019
Senior Managing Director, KEL Technical service(100%)
Ltd.
Director, Nippon Office Systems Ltd. (to present)
June 2020
Director, KEL Technical service Ltd. (to present)
Number of years served April 2021
Director and Executive Officer, the Company (toJune 2021
as Director
present)
1 year(Current responsibilities)
Senior General Manager, Corporate Headquarters)[Reason for nomination as candidate for Director]
Mr. Hideto Tamaoka has a wealth of experience as a manager and substantial knowledge of finance andaccounting. He has been in charge of the management of the Company as a Director since June 2021. As theCompany deems that he can be expected to continue to strengthen the decision-making functions of the Board of
Directors, the Company nominates him as a candidate for Director.
April 1992
Joined KANEMATSU CORPORATION
Tetsuro Tsutano
April 2013
Manager, Finance Dept.
(April 3, 1969)
Director and Executive Officer
June 2017
Director and General Executive Officer
June 2018[New appointment]0June 2021
Director and Senior Executive Officer in charge ofCorporate Planning, IT Planning, and Technologies
Attendance at theand Business Collaboration (to present)
Board of Directors
meetings[Significant concurrent position]–
General Executive Officer, KANEMATSU CORPORATION
April 1992
August 2007

3

4

[Reason for nomination as candidate for Director]
Mr. Tetsuro Tsutano has a wealth of experience as a manager and substantial knowledge of finance andaccounting. As the Company deems that he can be expected to continue to strengthen the decision-making
functions of the Board of Directors, the Company nominates him as a candidate for Director.

-9-

No.

Name
(Date of birth)

Tomoyuki Suzuki(August 19, 1954)[New appointment][Outside][Independent]

Career summary, positions, and responsibilities
April 1979
June 2004
June 2006
April 2006
April 2010
June 2011
April 2012

June 20135

Attendance at theBoard of Directors
meetings–

June 2015
April 2016
September 2020

Number ofshares of theCompany held

Joined Sony Corporation
Executive Officer
Executive Officer and Senior Vice President
Deputy President of Semiconductor Business Unit
President & Representative Director, Sony Mobile
Display Corporation
In charge of R&D Platform, Sony Corporation
Corporate Executive Officer and Executive Vice
President; officer in charge of Semiconductor
Business, Device Business and Advanced Device
Technology Platform
In charge of Device Solutions Business, R&D
Platform, and Common Software Design
Corporate Executive Officer and Executive Deputy
President
In charge of R&D Platform and in charge ofEnergy Business and Storage Media BusinessDirector, Aidemy, inc. (to present)

0[Significant concurrent position]
Director, Aidemy, inc.
[Reason for nomination as candidate for Outside Director]
Mr. Tomoyuki Suzuki has a wealth of business and work experience in the engineering division (including the
R&D field) of a manufacturing company. With his abundant knowledge and skills in engineering and R&D, theCompany deems that he can be expected to strengthen the decision-making functions of the Board of Directors,
and thus nominates him as a candidate for Director.

Notes: 1. There are no special interests between each candidate for Director and the Company.
2. Mr. Hideto Tamaoka has served as business executor of KANEMATSU CORPORATION, theparent company of the Company, within the past 10 years. Mr. Tetsuro Tsutano has served asbusiness executor of KANEMATSU CORPORATION, the parent company of the Company,
within the past 10 years and to present. Their positions and responsibilities in the said company
for the past 10 years are as stated in “Career summary, positions, and responsibilities” and in“Significant concurrent position(s).”3. Mr. Tomoyuki Suzuki is a candidate for Outside Director.
4. Mr. Tomoyuki Suzuki is a candidate for independent director designated by the Tokyo Stock
Exchange.
5. In accordance with the Company’s Articles of Incorporation, the Company will enter into alimited liability agreement with Mr. Tetsuro Tsutano and Mr. Tomoyuki Suzuki, upon theirelection, to limit the liability for damages set forth in Article 423, Paragraph 1 of the Companies
Act, pursuant to Article 427, Paragraph 1 of the said Act. As per the agreement, the amount ofliability for damages shall be limited to the minimum liability amount specified in Article 425,
Paragraph 1 of the said Act.
6. The Company has entered into a directors and officers liability insurance (D&O insurance)
contract, stipulated in Article 430-3, Paragraph 1 of the Companies Act, with an insurancecompany. The outline of the insurance contract is shown in page 29 of the Business Report- 10 -

(available in Japanese). If elected, each candidate will be included as the insured under the said
insurance contract. The Company plans to renew the insurance contract with similar terms andconditions in June 2022.
7. Summary of the Audit & Supervisory Committee’s opinion on the election of Directors(excluding Directors (Audit & Supervisory Committee Members))
The Audit & Supervisory Committee examined the election of Directors (excluding Directors(Audit & Supervisory Committee Members)) from the perspective of the qualifications of eachcandidate, the effectiveness of the Board of Directors as a whole, the enhancement of corporate
value, etc. As a result, the Audit & Supervisory Committee has determined that the election ofeach candidate is appropriate as they possess deep expertise, a wealth of experience, andqualifications as Director, and has contributed to the improvement of the Company’s businessperformance.

- 11 -

Proposal 3:

Election of Four (4) Directors (Audit & Supervisory Committee Members)

The terms of office for all of the four (4) Directors (Audit & Supervisory Committee Members) will
expire at the conclusion of this General Meeting of Shareholders. Accordingly, the Company proposes theelection of four (4) Directors (Audit & Supervisory Committee Members).
The Audit & Supervisory Committee has given its prior consent to this Proposal.
The candidates for Directors (Audit & Supervisory Committee Members) are as follows:

Name

No.

1

Kaoru Takahashi

2

Kenichi Kato

3

Koji Fujimoto

4

Miho Kuribayashi[Reappointment][Reappointment][Outside][Independent][Reappointment][Outside][Independent][Reappointment][Outside][Independent]

Attendanceat the Boardof Directors
meetings

Attendance at
the Audit &Supervisory
Committee
meetings

Director (Audit & Supervisory
Committee Member) (full-time)

13/13(100%)

12/12(100%)

Director (Audit & Supervisory
Committee Member)

13/13(100%)

12/12(100%)

Director (Audit & Supervisory
Committee Member)

13/13(100%)

12/12(100%)

Director (Audit & Supervisory
Committee Member)

13/13(100%)

12/12(100%)

Positions and responsibilities at theCompany- 12 -

No.

Name(Date of birth)
Kaoru Takahashi(November 26, 1954)

Career summary, positions, and responsibilities
September 1981
April 2005
April 2012
April 2015

[Reappointment]
June 2016

1

Attendance at theBoard of Directors
meetings
13/13(100%)

Number ofshares of theCompany held

Joined the Company
Manager, Finance & Accounting Dept.
President, Kanematsu Electronics (Chengdu) Ltd.
Manager, Business Administration & Credit Dept.,
the Company
Director (Audit & Supervisory Committee
Member) (to present)
9,400

Number of years served
as Director
6 years[Reason for nomination as candidate for Director]
Mr. Kaoru Takahashi has a wealth of business experience in the Company’s Corporate Headquarters, andsubstantial knowledge of finance and accounting. As the Company deems that he will utilize these expert
knowledge and experience, and high-level of insight to strengthen the auditing and governance of the Company,
the Company nominates him as a candidate for Director (Audit & Supervisory Committee Member).

- 13 -

No.

Name(Date of birth)

Kenichi Kato
(April 21, 1959)[Reappointment][Outside][Independent]

2

Attendance at theBoard of Directors
meetings
13/13(100%)

Career summary, positions, and responsibilities
April 1983
March 1997
April 2000
December 2005
January 2008
April 2015
June 2015
June 2016
April 2018

Joined SEKISUI CHEMICAL CO., LTD.
Seconded to KEIDANREN (Japan Business
Federation)
Manager, Information Planning Department,
SEKISUI CHEMICAL CO., LTD.
Manager, Sales Department, SEKISUI SPRAMERICAS, LLC.
Manager, Sekisui Integrated Research, Inc.
Chief Researcher, Japan Association for Chemical
Innovation
Corporate Auditor, the Company
Director (Audit & Supervisory Committee
Member) (to present)
Head of Development Promotion Center, SEKISUICHEMICAL CO., LTD.
Chief Researcher, Foundation for the Promotion ofEngineering Research (to present)

Number ofshares of theCompany held

0

August 2019
Number of years served
as Director[Significant concurrent position]
6 years
Chief Researcher, Foundation for the Promotion of Engineering
Research[Reason for nomination as candidate for Outside Director]
Mr. Kenichi Kato has a wealth of experience and extensive insight in various fields. As the Company deems that
he will utilize these expert knowledge and experience, and high-level of insight to strengthen the auditing andgovernance of the Company, the Company nominates him as a candidate for Director (Audit & Supervisory
Committee Member).

- 14 -

No.

3

Name
(Date of birth)

Career summary, positions, and responsibilities

Koji Fujimoto(May 21, 1976)

October 1999
April 2003

[Reappointment][Outside][Independent]

September 2006

Attendance at theBoard of Directors
meetings
13/13(100%)

October 2006
March 2007
August 2013
June 2017
April 2020

Joined Chuo Audit Firm
Registered as a certified public accountant (topresent)
Joined Fujimoto Setsuo Tax Accountant Office
Established Fujimoto Accounting Office (topresent)
Registered as a certified tax accountant (to present)
Representative Director, FMC Corporation (topresent)
Established Fujimoto Koji Tax Accountant OfficeDirector (Audit & Supervisory Committee
Member), the Company (to present)
Established Fujimoto Tax Corporation (to present)

Number ofshares of theCompany held

0

[Significant concurrent positions]
Number of years served
President, Fujimoto Tax Corporation
as Director
Corporate Auditor, PLUS Logistics Corporation
5 years
Corporate Auditor, KOHNAN SHOJI CO., LTD.
[Reason for nomination as candidate for Outside Director]
Mr. Koji Fujimoto has many years of experience and knowledge of finance and accounting as a certified public
accountant and certified tax accountant. As the Company deems that he will utilize these expert knowledge andexperience, and high-level of insight to strengthen the auditing and governance of the Company, the Company
nominates him as a candidate for Director (Audit & Supervisory Committee Member).

- 15 -

No.

Name(Date of birth)

Career summary, positions, and responsibilities
April 1983

Miho Kuribayashi(May 3, 1955)[Reappointment][Outside][Independent]

4

Attendance at theBoard of Directors
meetings
13/13(100%)

April 1984
April 1993
April 2000
April 2001
April 2004
September 2008
April 2010
January 2011

April 2012

Number of years served
June 2018as Director
2 years
June 2020

Number ofshares of theCompany held

Registered as an attorney-at-law with the Tokyo
Bar Association
Lecturer, Law Research Office, Keio University
Part-time Lecturer, Department of Law, Faculty ofLaw, Keio University
Civil Conciliation Commissioner, Tokyo Summary
Court
Chairperson, Ota Ward Citizens’ Council for
Promoting Gender Equality
Professor, Keio University Law School
Researcher, Queen Mary University of London
Member, Human Rights Protection Committee,
Tokyo Bar Association
Member, Defense Personnel Council, the Ministryof Defense (Subcommittee on Staff Treatment
Issues)Domestic Relations Conciliation Commissioner(inheritance cases), Tokyo Family Court (topresent)
Chairman, Defense Personnel Council, theMinistry of Defense
Director (Audit & Supervisory Committee
Member), the Company (to present)

0[Significant concurrent position]
Domestic Relations Conciliation Commissioner, Tokyo Family Court[Reason for nomination as candidate for Outside Director]
Ms. Miho Kuribayashi has many years of experience and legal knowledge as a lawyer. As the Company deems
that she will utilize these expert knowledge and experience, and high-level of insight to strengthen the auditing
and governance of the Company, the Company nominates her as a candidate for Director (Audit & Supervisory
Committee Member). Although Ms. Miho Kuribayashi has not been involved in corporate management other thanas an Outside Officer, the Company believes that she will duly fulfill her duties as an Outside Director for thereasons stated above.

Notes: 1. There are no special interests between each candidate for Director (Audit & Supervisory
Committee Member) and the Company.
2. Mr. Kenichi Kato, Mr. Koji Fujimoto, and Ms. Miho Kuribayashi are candidates for Outside
Directors.
3. Mr. Kenichi Kato is currently an Outside Director (Audit & Supervisory Committee Member)of the Company, and his term of office as an Outside Director (Audit & Supervisory Committee
Member) will have been six years at the conclusion of this General Meeting of Shareholders.
4. Mr. Koji Fujimoto is currently an Outside Director (Audit & Supervisory Committee Member)of the Company, and his term of office as an Outside Director (Audit & Supervisory Committee
Member) will have been five years at the conclusion of this General Meeting of Shareholders.
5. Ms. Miho Kuribayashi is currently an Outside Director (Audit & Supervisory Committee
Member) of the Company, and her term of office as an Outside Director (Audit & Supervisory
Committee Member) will have been two years at the conclusion of this General Meeting of
Shareholders.

- 16 -

6. Mr. Kenichi Kato, Mr. Koji Fujimoto, and Ms. Miho Kuribayashi are candidates forindependent directors designated by the Tokyo Stock Exchange.
7. Pursuant to Article 427, Paragraph 1 of the Companies Act, the Company has entered into alimited liability agreement with Mr. Kenichi Kato, Mr. Koji Fujimoto, and Ms. Miho
Kuribayashi to limit the liability for damages set forth in Article 423, Paragraph 1 of the said
Act to the minimum liability amount specified in Article 425, Paragraph 1 of the said Act,
provided that they perform their duties in good faith and without gross negligence. The
Company will continue the above-mentioned agreement with Mr. Kenichi Kato, Mr. Koji
Fujimoto, and Ms. Miho Kuribayashi if this Proposal is approved and they are reelected. The
outline of the contract is shown in page 29 of the Business Report (available in Japanese).
8. The Company has entered into a directors and officers liability insurance (D&O insurance)
contract, stipulated in Article 430-3, Paragraph 1 of the Companies Act, with an insurancecompany. The outline of the insurance contract is shown in page 29 of the Business Report(available in Japanese). If elected, each candidate will be included as the insured under the said
insurance contract. The Company plans to renew the insurance contract with similar terms andconditions in June 2022.

- 17 -

(Reference) Director Skills Matrix
The following table shows major management experiences as well as management skills and knowledgeof Directors (excluding Directors (Audit & Supervisory Committee Members)) and Directors (Audit &Supervisory Committee Members) after this General Meeting of Shareholders, if Proposals 2 and 3 areapproved and passed as submitted.
Director expertise and experience

Directors

Category

Name

Corporate
management

ICT / Digital

Sales /
Marketing

Akira Watanabe

●

●

●

Masato Suzuki●●

Hideto Tamaoka●●

Tetsuro Tsutano

●

●

●

●

Technology / Finance / Legal / Risk
R&D
Accounting management●

Koji Fujimoto●

Miho Kuribayashi●

Global

●

●

●

●

●
●

●
●

Kenichi Kato

Personnel /Labor / HRdevelopment●

Kaoru Takahashi

Members)

Directors (Audit & Supervisory Committee

Tomoyuki Suzuki

Independent
officer

●

●

●

●
●
●

*The above table does not list all knowledge and experiences of the Directors.
*Shaded rows represent a full-time Directors.

- 18 -●