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 noresponsibility for this translation or for direct, indirect or any other forms of damages arising from the translation.

(Stock Exchange Code 9351)
June 9, 2022
To Our Shareholders:
Masafumi Hara
Representative Director and President
TOYO WHARF & WAREHOUSE CO., LTD.
1-8-8 Harumi, Chuo-ku, TokyoNOTICE OF
THE 111TH ANNUAL GENERAL MEETING OF SHAREHOLDERS
We are pleased to announce the 111th Annual General Meeting of Shareholders of TOYO WHARF &WAREHOUSE CO., LTD. (the “Company”), which will be held as indicated below.
If you do not attend the meeting on the day, you may exercise your voting rights in writing or via theinternet. Please review the attached Reference Documents for the General Meeting of Shareholders
and exercise your voting rights by 5:00 p.m. on Monday, June 27, 2022 (JST).
1. Date and Time:

Tuesday, June 28, 2022, at 10:00 a.m. (JST)

2. Venue:

Office Tower X rental conference room No. 2, 5th floor, Harumi Triton
Square Tower X
1-8-10 Harumi, Chuo-ku, Tokyo

3. Meeting Agenda:
Matters to be reported:
1.

The Business Report, Consolidated Financial Statements for theCompany’s 111th Fiscal Year (April 1, 2021 - March 31, 2022) andresults of audits by the Financial Auditor and the Audit and Supervisory
Committee regarding the Consolidated Financial Statements2.

Non-consolidated Financial Statements for the Company’s 111th Fiscal
Year (April 1, 2021 - March 31, 2022)

Matters to be resolved:
Proposal No. 1:

Appropriation of Surplus

Proposal No. 2:

Amendment to the Articles of Incorporation

Proposal No. 3:

Election of Eight Directors Who Are Not Audit and Supervisory
Committee Members<Requests to Shareholders>•

In order to prevent the spread of the novel coronavirus disease (COVID-19), we ask our shareholders
to exercise their voting rights in writing or via the internet prior to the meeting if at all possible. If you
are attending the meeting in person, please consider taking precautions such as wearing a face mask.

•

Shareholders who are elderly, have preexisting medical conditions, are pregnant or feel unwell inparticular are strongly requested to exercise careful judgment when deciding whether to attend themeeting.

•

Staff members at the General Meeting of Shareholders will confirm their physical condition and wear
face masks when interacting with shareholders.

-1-

•

Please note that you will be asked to use alcohol disinfectant placed near the reception desk andcooperate with other measures to prevent infection. (Shareholders attending the meeting are requested
to bring and wear a face mask.) Thank you for your understanding in advance.

•

We may revise the measures outlined above depending on the situation regarding the spread of thevirus and announcements by the government or other institutions ahead of the General Meeting of
Shareholders. We would therefore ask that you check for information regarding this on the Company’s
website [https://www.toyofuto.co.jp] (in Japanese only).

○

When attending the meeting in person, please hand in the enclosed voting form at the reception desk at
the meeting venue.

○

Pursuant to the relevant laws and regulations and the provisions of Article 16 of the Company’s
Articles of Incorporation, the following items are posted on the Company’s website and are notattached to this notice.
(i) Notes to the Consolidated Financial Statements(ii) Notes to the Non-consolidated Financial Statements○

If there are any amendments to the Reference Documents for the General Meeting of Shareholders,Business Report, Consolidated Financial Statements, and Non-consolidated Financial Statements, therevised version will be posted on our website.
The Company’s website:

https://www.toyofuto.co.jp (in Japanese only)-2-

Reference Documents for the General Meeting of Shareholders
Proposal No. 1:

Appropriation of Surplus

In accordance with the basic policy to maintain stable dividends, the Company proposes the appropriationof surplus as follows:
Year-end dividends(i)Type of dividend property
To be paid in cash.

(ii) Allotment of dividend property and its aggregate amountThe Company proposes to pay a dividend of ¥25 per common share of the Company.
In this event, the total dividends will be ¥192,992,125.
(iii) Effective date of dividends of surplus
June 29, 2022

-3-

Proposal No. 2:

Amendment to the Articles of Incorporation(1) Reasons for the proposal
Since the revised provisions provided for in the proviso to Article 1 of the Supplementary Provisions of
the Act Partially Amending the Companies Act (Act No. 70 of 2019) are to be enforced on September 1,
2022, the Company proposes to make the following changes to its Articles of Incorporation in responseto the introduction of the system for providing informational materials for the general meeting ofshareholders in electronic format.
(i)Article 16, paragraph 1 in “Proposed Amendments” below will stipulate that the Company shalltake measures for providing information that constitutes the content of reference documents for thegeneral meeting of shareholders, etc. in electronic format.

(ii) Article 16, paragraph 2 in “Proposed Amendments” below will establish the provision to limit thescope of the items to be stated in the paper-based documents to be delivered to shareholders whorequested the delivery of paper-based documents.
(iii) Since the provisions for Internet Disclosure and Deemed Provision of Reference Documents for
the General Meeting of Shareholders, Etc. (Article 16 of the current Articles of Incorporation) will
no longer be required, they will be deleted.
(iv) Accompanying the aforementioned establishment and deletion of provisions, supplementaryprovisions regarding the effective date, etc. will be established.
(2) Details of the amendment
The details of the amendment are as follows:(Underlined sections indicate amendments)
Current Articles of Incorporation

Proposed Amendments

Chapter III
Chapter III
General Meeting of Shareholders
General Meeting of Shareholders
Article 16. (Internet Disclosure and Deemed Provision of(Deleted)
Reference Documents for the General Meeting of
Shareholders, Etc.)
When the Company convenes a general meeting ofshareholders, if it discloses information that is to be statedor presented in the reference documents for the general
meeting of shareholders, business report, financial
statements and consolidated financial statements throughthe internet in accordance with the provisions prescribed by
the Ministry of Justice Order, it may be deemed that theCompany has provided this information to shareholders.
(Newly established)
Article 16. (Measures, etc. for Providing Information inElectronic Format)(1) When the Company convenes a general meeting ofshareholders, it shall take measures for providing
information that constitutes the content of reference
documents for the general meeting of shareholders,etc. in electronic format.
(Newly established)(2) Among items for which the measures for providing
information in electronic format will be taken, theCompany may exclude all or some of those items
designated by the Ministry of Justice Order fromstatements in the paper-based documents to bedelivered to shareholders who requested the deliveryof paper-based documents by the record date of voting
rights.

-4-Current Articles of Incorporation
Supplementary Provisions(Newly established)(Newly established)(Newly established)

Proposed Amendments
Supplementary Provisions(Transitional Measures for Providing Informational
Materials for the General Meeting of Shareholders inElectronic Format)(1) The deletion of Article 16 (Internet Disclosure andDeemed Provision of Reference Documents for the
General Meeting of Shareholders, Etc.) in the preamended Articles of Incorporation and the new
establishment of the amended Article 16 (Measures,etc. for Providing Information in Electronic Format) in
the amended Articles of Incorporation shall beeffective from September 1, 2022, which is the date ofenforcement of the revised provisions provided for in
the proviso to Article 1 of the Supplementary
Provisions of the Act Partially Amending theCompanies Act (Act No. 70 of 2019) (hereinafterreferred to as the “Date of Enforcement”).
(2) Notwithstanding the provisions of the preceding
paragraph, Article 16 of the current Articles ofIncorporation (Internet Disclosure and Deemed
Provision of Reference Documents for the General
Meeting of Shareholders, Etc.) shall remain effective
regarding any general meeting of shareholders held ona date within six months from the Date of
Enforcement.
(3) These Supplementary Provisions shall be deleted on
the date when six months have elapsed from the Dateof Enforcement or three months have elapsed from thedate of the general meeting of shareholders in thepreceding paragraph, whichever is later.

-5-

Proposal No. 3:

Election of Eight Directors Who Are Not Audit and Supervisory Committee Members

At the conclusion of this Annual General Meeting of Shareholders, the terms of office of all eight Directors
who are not Audit and Supervisory Committee Members will expire. Therefore, the Company proposes theelection of eight Directors who are not Audit and Supervisory Committee Members.
As for this proposal, the review and examination processes and others in the voluntary Nomination andRemuneration Advisory Committee, which consists of a majority of outside independent Directors, were
examined by the Audit and Supervisory Committee of the Company based on the policy of electing
candidates for the role of Director, which resulted in finding that there were no matters requiring additionalcomments.
Candidates for the role of Director who is not an Audit and Supervisory Committee Member are as follows:
Current position and responsibilities in
the Company

Attendance atBoard ofDirectors
meetings

GenderMasafumi Hara

Representative Director and President

14/14 (100%)

Male

Shuichi Nishi

Senior Managing Director,
General Manager of Kawasaki Branch,and General Manager of Port Transport
Dept.

14/14 (100%)

Male

3

Takuro Hagiwara

Managing Director,
General Manager of Safety & Quality
Control Dept., and Responsible forGeneral Affairs Dept., Accounting Dept.,
Information System Dept., Operations
Audit Dept. and Public Relations Dept.

14/14 (100%)

Male

4

Tetsuo Yamaguchi

Managing Director,
General Manager of Osaka Branch, andSupervisor of Kyushu Area

14/14 (100%)

Male

Kouji Suzuki

Director,
Executive Officer, General Manager ofHigashi-Ogishima Branch, andSupervisor of Warehouses and Transport

14/14 (100%)

Male

6

Shinji Mikami

Director,
Executive Officer, General Manager ofOperations Dept., and Responsible for
Fruit & Vegetable Sales Dept., Corporate
Planning Dept. andInternational Sales Dept.

14/14 (100%)

Male

7

Hisayoshi Hori

OutsideDirector
Independent

14/14 (100%)

Male

8

Akio Tanaka

OutsideDirector
Independent

14/14 (100%)

Male

No.

1

2

5

Name

-6-

No.

Name
(Date of birth)

Career summary, position and responsibilities in the Company, andsignificant concurrent positions outside the Company
Apr. 1985
June 2009

Masafumi Hara
(November 12, 1959)
Male

1

June 2010

Apr. 2013

Attendance at Boardof Directors
meetings:
Apr. 2014
14/14(100%)

Joined the Company
Executive Officer and General Manager of Corporate
Planning Dept.
Director, Executive Officer, General Manager ofOperations Dept., and in Charge of Sales Dept. andCorporate Planning Dept.
Director, Managing Executive Officer, General
Manager of Operations Dept., General Manager ofPort Transport Dept., and in Charge of Sales Dept.,
Fruit & Vegetable Sales Dept. and International Sales
Dept.
Representative Director and President (current
position)

Number of theCompany’s
shares owned

20,100shares[Reasons for nomination as candidate for the role of Director who is not an Audit and Supervisory Committee
Member]Masafumi Hara, who currently serves as Representative Director and President, has abundant experience,achievements and insight as a corporate manager. Therefore, the Company nominates him as a candidate for therole of Director who is not an Audit and Supervisory Committee Member.
Nov. 1986
June 2010
Apr. 2014
June 2014
Shuichi Nishi(January 16, 1961)
Male

2

Apr. 2016

Apr. 2017
Attendance at Boardof Directors
meetings:
June 2021
14/14(100%)
Apr. 2022

Joined the Company
Executive Officer and General Manager of Shibushi
BranchExecutive Officer and General Manager of Kawasaki
BranchDirector, Executive Officer, and General Manager ofKawasaki Branch
Director, Executive Officer, General Manager ofKawasaki Branch, and Responsible for and in Chargeof Port Transport Dept.
Director, Managing Executive Officer, General
Manager of Kawasaki Branch, and General Manager
of Port Transport Dept.
Managing Director, General Manager of Kawasaki
Branch, and General Manager of Port Transport Dept.
Senior Managing Director, General Manager ofKawasaki Branch, and General Manager of Port
Transport Dept. (current position)

5,500
shares[Reasons for nomination as candidate for the role of Director who is not an Audit and Supervisory Committee
Member]Shuichi Nishi has abundant experience, achievements and insight in the business operations of the Company and in
the logistics industry having served as General Manager of Shibushi Branch and General Manager of Kawasaki
Branch. Therefore, the Company nominates him as a candidate for the role of Director who is not an Audit andSupervisory Committee Member.

-7-

No.

Name
(Date of birth)

Career summary, position and responsibilities in the Company, andsignificant concurrent positions outside the Company
Apr. 1982
June 2009
June 2010

Apr. 2014
Takuro Hagiwara(September 15, 1959) Apr. 2015
Male

3

Apr. 2020

Attendance at Boardof Directors
meetings:
14/14
June 2021(100%)

Apr. 2022

Joined the Company
Executive Officer and General Manager of Accounting
Dept.
Director, Executive Officer, General Manager of
Accounting Dept., and in Charge of Information
System Dept. and Facility Maintenance Dept.
Director, Executive Officer, General Manager of
Accounting Dept., and in Charge of Information
System Dept.
Director, Managing Executive Officer and General
Manager of Accounting Dept.
Director, Managing Executive Officer, General
Manager of Safety & Quality Control Dept., andResponsible for General Affairs Dept., Accounting
Dept., Information System Dept. and Operations Audit
Dept.
Managing Director, General Manager of Safety &Quality Control Dept., and Responsible for General
Affairs Dept., Accounting Dept., Information System
Dept. and Operations Audit Dept.
Managing Director, General Manager of Safety &Quality Control Dept., and Responsible for General
Affairs Dept., Accounting Dept., Information System
Dept., Operations Audit Dept. and Public Relations
Dept. (current position)

Number of theCompany’s
shares owned

6,300
shares[Reasons for nomination as candidate for the role of Director who is not an Audit and Supervisory Committee
Member]Takuro Hagiwara has abundant experience, achievements and insight in corporate management through his many
years of business execution in administrative divisions. Therefore, the Company nominates him as a candidate forthe role of Director who is not an Audit and Supervisory Committee Member.

-8-

No.

Name
(Date of birth)

Career summary, position and responsibilities in the Company, andsignificant concurrent positions outside the Company
Apr. 1981
June 2010

Tetsuo Yamaguchi(July 20, 1957)
Male

4

Apr. 2013
June 2014
Sept. 2016

Attendance at Board
Apr. 2019of Directors
meetings:
14/14
Apr. 2020(100%)
June 2021

Joined the Company
Executive Officer and General Manager of Hakata
BranchExecutive Officer and General Manager of Osaka
BranchDirector, Executive Officer, and General Manager of
Osaka Branch
Director, Executive Officer, General Manager of
Osaka Branch, and Supervisor of Kyushu Area
Director, Executive Officer, and General Manager of
Osaka Branch
Director, Managing Executive Officer, General
Manager of Osaka Branch, and Supervisor of Kyushu
Area
Managing Director, General Manager of Osaka
Branch, and Supervisor of Kyushu Area (current
position)

Number of theCompany’s
shares owned

5,300
shares[Reasons for nomination as candidate for the role of Director who is not an Audit and Supervisory Committee
Member]Tetsuo Yamaguchi has abundant experience, achievements and insight in the business operations of the Company
and in the logistics industry having served as General Manager of Hakata Branch and General Manager of Osaka
Branch. Therefore, the Company nominates him as a candidate for the role of Director who is not an Audit andSupervisory Committee Member.
Apr. 1982
Apr. 2013
Kouji Suzuki(January 23, 1960)
Male

5

Apr. 2015

June 2016

Attendance at Boardof Directors
Apr. 2018
meetings:
14/14(100%)
Apr. 2019

Joined the Company
Executive Officer and General Manager of Hakata
BranchExecutive Officer, General Manager of HigashiOgishima Branch, and Supervisor of Warehouses andTransport in Keihin Area
Director, Executive Officer, General Manager ofHigashi-Ogishima Branch, and Supervisor of
Warehouses and Transport in Keihin Area
Director, Executive Officer, General Manager ofHigashi-Ogishima Branch, Supervisor of Warehouses
and Transport and Responsible for Kashima Branch
Director, Executive Officer, General Manager ofHigashi-Ogishima Branch, and Supervisor of
Warehouses and Transport (current position)

4,700
shares[Reasons for nomination as candidate for the role of Director who is not an Audit and Supervisory Committee
Member]Kouji Suzuki has abundant experience, achievements and insight in the business operations of the Company and in
the logistics industry having served as General Manager of Hakata Branch and General Manager of HigashiOgishima Branch. Therefore, the Company nominates him as a candidate for the role of Director who is not an
Audit and Supervisory Committee Member.

-9-

No.

Name
(Date of birth)

Career summary, position and responsibilities in the Company, andsignificant concurrent positions outside the Company
Apr. 1987
Apr. 2014

Shinji Mikami(March 21, 1965)

Jan. 2015

Male

6

Apr. 2016
Attendance at Boardof Directors
meetings:
June 201714/14(100%)
Apr. 2018

Joined the Company
Executive Officer, General Manager of Fruit &Vegetable Sales Dept., and General Manager of Fruit& Vegetable Dept. of Kawasaki Branch
Executive Officer, General Manager of Fruit &Vegetable Sales Dept., General Manager of Fruit &Vegetable Dept. of Kawasaki Branch, and General
Manager of Oi Office
Executive Officer, General Manager of Fruit &Vegetable Sales Dept., and General Manager of Fruit& Vegetable Dept. of Kawasaki Branch
Director, Executive Officer, General Manager of Fruit& Vegetable Sales Dept., and General Manager ofFruit & Vegetable Dept. of Kawasaki Branch
Director, Executive Officer, General Manager ofOperations Dept., and Responsible for Fruit &Vegetable Sales Dept., Corporate Planning Dept. andInternational Sales Dept. (current position)

Number of theCompany’s
shares owned

4,100
shares[Reasons for nomination as candidate for the role of Director who is not an Audit and Supervisory Committee
Member]Shinji Mikami has abundant experience, achievements and insight in the business operations of the Company andin the logistics industry through his many years of business execution in sales divisions. Therefore, the Company
nominates him as a candidate for the role of Director who is not an Audit and Supervisory Committee Member.
Hisayoshi Hori
(July 10, 1946)
Male
OutsideIndependent

Apr. 1969
Nov. 1992
Nov. 1997
Aug. 1998

7

Attendance at Boardof Directors
June 2015
meetings:
14/14(100%)

Joined TOKO ENGINEERING CONSULTANTS
CO., LTD.
Director, Deputy General Manager of Business Dept.
of the Head Office
Managing Director, General Manager of Business
Dept. of the Head Office
Representative Director and President (current
position)
Director of the Company (current position)

0 shares[Reasons for nomination as candidate for the role of outside Director who is not an Audit and Supervisory
Committee Member and overview for expected role as an outside Director]
Hisayoshi Hori is a Representative Director and President of TOKO ENGINEERING CONSULTANTS CO., LTD.,a shareholder of the Company, and deeply understands the business environment surrounding the Company. In lightof his abundant experience, achievements and insight as a corporate manager, the Company nominates him as a
candidate for the role of outside Director who is not an Audit and Supervisory Committee Member in the
expectation that he will supervise the Company’s management.

- 10 -

No.

Name(Date of birth)

Career summary, position and responsibilities in the Company, andsignificant concurrent positions outside the Company
Apr. 1979
Apr. 2008
Apr. 2010

Akio Tanaka(July 14, 1956)

Apr. 2012

Male
OutsideIndependent

Apr. 2013
Apr. 2015

Attendance at Boardof Directors
Apr. 2018
meetings:
14/14
June 2019(100%)
June 20198

Apr. 2021
June 2021

Joined The Dai-ichi Mutual Life Insurance Company
Executive Officer, Chief General Manager of Western
Market, and General Manager of Kyushu Sales Bureau
Executive Officer, Chief General Manager of Western
Market, and General Manager of Kyushu Sales Bureauof The Dai-ichi Life Insurance Company, Limited
Managing Executive Officer, Chief General Manager
of Western Market, and General Manager of WestJapan Sales Bureau
Managing Executive Officer and General Manager ofNagoya Operations Bureau
Managing Executive Officer and General Manager of
Chubu Operations Bureau
Representative Director and President of NIHONBUSSAN Corporation
Director of the Company (current position)
Outside Director of Daiwa Motor Transportation Co.,
Ltd. (current position)
Director and Chairman of NIHON BUSSAN
Corporation
Advisor of The Dai-ichi Life Insurance Company,
Limited (current position)

Number of theCompany’s
shares owned

0 shares[Reasons for nomination as candidate for the role of outside Director who is not an Audit and Supervisory
Committee Member and overview for expected role as an outside Director]
Akio Tanaka has experience serving as Managing Executive Officer of The Dai-ichi Life Insurance Company,
Limited, a shareholder of the Company, and as Representative Director and President at NIHON BUSSAN
Corporation. In light of his abundant experience, achievements and insight as a corporate manager, the Company
nominates him as a candidate for the role of outside Director who is not an Audit and Supervisory Committee
Member in the expectation that he will supervise the Company’s management.
Notes:
1.

There is no special interest between any of the candidates and the Company.

2.

Hisayoshi Hori and Akio Tanaka are candidates for the role of outside Director who is not an Audit and Supervisory
Committee Member.

3.

Hisayoshi Hori is currently an outside Director of the Company, and at the conclusion of this meeting, his tenure will
have been seven years.

4.

Akio Tanaka is currently an outside Director of the Company, and at the conclusion of this meeting, his tenure will havebeen three years.

5.

The Company has entered into agreements to limit the liability for damages with Hisayoshi Hori and Akio Tanaka,
pursuant to the provisions of Article 427, paragraph (1) of the Companies Act. If this proposal is approved as originallyproposed and Hisayoshi Hori and Akio Tanaka are appointed to the role of Director who is not an Audit and Supervisory
Committee Member, the Company plan to continue these agreements with them. The outline of the agreement is asfollows:•

If an outside Director is liable for any damages arising from their negligence to the Company, that liability shall belimited to the minimum liability amount stipulated by laws and regulations.

•

The above limitation of liability shall be applied only when the relevant outside Director acted in good faith andwithout gross negligence in performing the duties giving rise to liabilities.

6.

The Company has submitted notification to Tokyo Stock Exchange, Inc. that Hisayoshi Hori and Akio Tanaka have been
designated as outside independent officers as provided for by the aforementioned exchange.

7.

The Company has entered into indemnity agreements, pursuant to the provisions of Article 430-2, paragraph (1) of theCompanies Act, with all Directors who are not Audit and Supervisory Committee Members. Under said indemnity
agreements, expenses as provided for by item (1) of paragraph (1) of the same article and losses as provided for by item
(2) of the same paragraph shall be indemnified by the Company within the scope provided for by laws and regulations. If
this proposal is approved as originally proposed and each candidate is appointed to the role of Director who is not an
Audit and Supervisory Committee Member, the Company plans to continue these agreements with the candidates.

- 11 -

8.

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, naming all Directors who are not Audit and Supervisory
Committee Members as the insureds. The insurance policy covers the legally mandated amount of indemnification andlitigation expenses that are assumed by insureds. If this proposal is approved as originally proposed and each candidate
is appointed to the role of Director who is not an Audit and Supervisory Committee Member, each candidate will be
included as the insured under this insurance policy. For all of the insured persons, the Company bears all of the insurance
premium. In addition, the Company plans to renew the insurance policy during their terms of office.

- 12 -

ReferenceStandards of Independence for Outside Directors
In the election of candidates for the role of outside Director, the independence requirements established by
Tokyo Stock Exchange shall be satisfied, and candidates for the role of outside Director of the Company
shall, in principle, not fall under any of the items below.
(1) An executing person of the Company or its subsidiary (hereinafter referred to as “the Group”)(*1)(2) A major business partner(*2)
A person whose major business partner is the Group(*3) or an executing person of such a legal
entity, etc.



A person who is a major business partner of the Group(*3) or an executing person of such a legal
entity, etc.



An executing person of a financial or other institution that is essential to the Company’s
financing and on whom the Company is dependent to the extent that there is no substitute.

(3) A professional(*2)
A consultant, accounting professional, or legal professional who has received a large amount ofmoney or other properties from the Group, other than as compensation for being a DirectorA person belonging to a law firm, accounting office, consulting company, or any otherprofessional service provider that has received a large amount of money or other properties fromthe Group(4) Donation
A person who receives a large donation, etc. from the Group or an executing person of the person(5) Major shareholder(*4)
A person who is a major shareholder or an executing person of such a legal entity, etc.
(6) Immediate family members
An immediate family member (spouse or a relative within the second degree of kinship) of any of thepersons listed below (excluding an insignificant person):

A person who falls under any of items (1) to (5) above

Director, Auditor, Executive Officer, or employee of the Group(*1)

This means a person who has fallen under the item in the past ten business years.

(*2)

This means a person who has fallen under the item in the past one business year.

(*3)

This means a person whose business with the Group has a significant influence on the viabilityof the person’s company or the business of the Group.

(*4)

This means a person or legal entity which holds the Company’s shares with 10% or more of thetotal voting rights.

- 13 -

Reference
Nomination and Remuneration Advisory Committee
The Company has established a voluntary Nomination and Remuneration Advisory Committee, which
consists of a majority of outside independent Directors, in order to strengthen fairness, transparency, andobjectivity in procedures regarding nomination, remuneration, etc. of Directors, enhance the supervisory
function of the Board of Directors, and further improve its corporate governance system.
(1) Roles of the Nomination and Remuneration Advisory Committee
The Committee reviews the matters listed below or other matters about which the Board of Directors
consults the Committee, and provides reports to the Board of Directors.
Matters concerning the election and dismissal of Directors

Matters concerning remuneration, etc. for Directors

Other matters that are considered necessary by the Board of Directors(2) Composition of the Nomination and Remuneration Advisory Committee


The Committee shall consist of three or more Directors selected by the Board of Directors.

The majority of the Committee shall consist of outside independent Directors.

Candidates for the role of Director who is not an Audit and Supervisory Committee Member are
decided by the Board of Directors, based on the report by the voluntary Nomination and Remuneration
Advisory Committee.

- 14 -

(Planned) Director Skill Matrix after This Annual General Meeting of Shareholders
Compli-Nomination

and Remu- Corporate ance/Risk
Name

Position in the Company

nerationmanage-manage-Advisoryment

ment/Legal

Representative
Director and President
Senior Managing
Director
Managing Director
Managing Director
Director, Executive
Officer
Director, Executive
Officer

Masafumi Hara2

Shuichi Nishi

3
4

Takuro Hagiwara
Tetsuo Yamaguchi

5

Kouji Suzuki

6

Shinji Mikami

7

Hisayoshi Hori

Outside Director

8

Akio Tanaka

9Yuji Takasawa

10

Yasunori Yoshino

11

Hiroki Yamamoto

Outside Director
Director, Full-time
Audit and Supervisory
Committee Member
Outside Director, Audit
and Supervisory
Committee Member
Outside Director, Audit
and Supervisory
Committee Member

●

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●
(Chairman)●

Interna-

Marketing tionality

IT/Digital/Technology

ESG/Susta Financial
inability accounting

Humanresource/
Labor

affairs

Committee

1

Sales/

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- 15 -〇〇〇