Note: This document has been translated from a part of the Japanese original for reference purposes only. In the event ofany discrepancy between this translated document and the Japanese original, the original shall prevail.

Securities identification code: 8074
June 2, 2023
Start date of measures for electronic provision: May 26, 2023
To our shareholders:Hiroyuki Tamura
Representative Director and President
YUASA TRADING CO., LTD.
7, Kanda-Mitoshirocho, Chiyoda-ku, TokyoNOTICE OF THE 144TH ORDINARY GENERAL MEETING OF
SHAREHOLDERS
We are pleased to announce the 144th Ordinary General Meeting of Shareholders of YUASA TRADING
CO., LTD. (the “Company”), which will be held as described below.
When convening this general meeting of shareholders, the Company takes measures for providing
information that constitutes the content of reference documents for the general meeting of shareholders, etc.
(items for which measures for providing information in electronic format are to be taken) in electronic
format, and posts this information as “NOTICE OF THE 144TH ORDINARY GENERAL MEETING OF
SHAREHOLDERS” on the Company’s website. Please access the Company’s website by using the internet
address shown below to review the information.
The Company’s website (https://www.yuasa.co.jp/ir/stock/meeting.html) (in Japanese)
In addition to the website above, the Company also posts this information on the website of the Tokyo
Stock Exchange, Inc. (TSE).
TSE website (Listed Company Search)(https://www2.jpx.co.jp/tseHpFront/JJK010010Action.do?Show=Show) (in Japanese)
Access the TSE website by using the internet address shown above, enter “YUASA TRADING” in “Issue
name (company name)” or the Company’s securities code “8074” in “Code,” and click “Search.” Then,click “Basic information” and select “Documents for public inspection/PR information.” Under “Filed
information available for public inspection,” click “Click here for access” under “[Notice of General
Shareholders Meeting/Informational Materials for a General Shareholders Meeting].”
In order to prevent the spread of the infection, we may ask for take your temperature, using alcohol
disinfectant and other prevention measures on the meeting date. In accordance with the change in
the government’s basic response policies toward COVID-19, you are asked to use your own judgment
regarding mask-wearing.
As for the exercise of your voting rights in writing (by postal mail) or via the Internet, etc., please exercise
your voting rights following “Guidance for Exercise of Voting Rights” (in Japanese only) on pages 5 to 6,
by 5:00 p.m. on Thursday, June 22, 2023 (Japan Standard Time).

-1-

Meeting Details
1. Date and Time: Friday, June 23, 2023 at 10:00 a.m. (reception will open at 9:00 a.m.) (Japan StandardTime)
2. Venue:

BELLESALLE KANDA, Sumitomo Fudosan Kanda Bld., 3F,
7, Kanda-Mitoshirocho, Chiyoda-ku, Tokyo

3. Purposes:
Items to be reported:
1. Business Report and Consolidated Financial Statements for the 144th Term (from April 1, 2022 toMarch 31, 2023), as well as the results of audit of the Consolidated Financial Statements by the
Accounting Auditor and the Audit & Supervisory Board
2. Non-Consolidated Financial Statements for the 144th Term (from April 1, 2022 to March 31, 2023)
Items to be resolved:
Proposal 1:

Election of Nine (9) Directors

Proposal 2:

Election of One (1) Audit & Supervisory Board Member

Proposal 3:

Election of One (1) Substitute Audit & Supervisory Board Member

4. Exercise of Voting Rights
Please refer to the page 5 to 6, “Guidance for Exercise of Voting Rights” (in Japanese only)
For Institutional Investors
Institutional investors may also use the “electronic voting rights exercise platform” operated by ICJ, Inc.
to electronically exercise the voting rights for this General Meeting of Shareholders.

-2-Reference Documents for the General Meeting of Shareholders
Proposals and Reference Information
Proposal 1:

Election of Nine (9) Directors

The terms of office of eight (8) incumbent Directors will expire at the conclusion of this meeting. In thisregard, in order to further enhance the transparency and soundness of management, as well as to ensure thesustainable growth of the Company and the enhancement of corporate value over the medium to long term,
the Company proposes the election of nine (9) Directors, including one (1) new Director and four (4)Outside Directors (including two (2) new Outside Directors), which would increase the number of Outside
Directors by one (1).
The Governance Advisory Committee has reported on this proposal.
The candidates for Directors are as follows:
Candidate
No.

Name

Position and responsibility in the
Company

Hiroyuki Tamura

Representative Director, President &CEO
In charge of Overseas Business
Development

Reelection

Haruo Sanoki

Representative Director, Senior
Managing Director, Executive Officer
Supervisory Manager of Management
Administration
In charge of Regional Groups
Committee Chairperson of Export
Administration Department, Ethics
and Compliance Committee
and Internal Control Committee

Reelection

3

Kenichi Tanaka

Senior Managing Director, Executive
OfficerSupervisory Manager of Sales
Division
Chief General Manager of Living
Environment Market Headquarters

Reelection

4

Mamoru Hamayasu

Director
Chief General Manager of Industrial
Market Headquarters

Reelection

5

Takaomi Omura

Senior Executive Officer
Chief General Manager ofConstruction Market Headquarters

New Candidate

6

Shinzo Maeda

Outside Director

Reelection
OutsideIndependent

7

Kyosuke Kimura

Outside Director

Reelection
OutsideIndependent

8

Yoshiro Hirai–

New Candidate
OutsideIndependent

9

Miki Mitsunari–

New Candidate
OutsideIndependent

1

2

Reelection: Candidate for reelection for Director
New Candidate: New candidate for election as Director
Outside: Candidate for Outside Director
Independent: Independent Officer pursuant to the rules of the Tokyo Stock Exchange-3-

Skills Matrix for Candidates for Director

Name

Hiroyuki
TamuraHaruo
Sanoki

KenichiTanakaMamoruHamayasu

TakaomiOmura

Position and main
responsibility in
the Company
Representative
Director, President& CEO
In charge ofOverseas Business
Development
Representative
Director, Senior
Managing Director
Supervisory
Manager ofManagement
Administration
Senior Managing
Director
Supervisory
Manager of Sales
Division
Chief General
Manager of Living
Environment Market
Headquarters
Director
Chief General
Manager ofIndustrial Market
Headquarters
Senior Executive
Officer
Chief General
Manager ofConstruction Market
Headquarters

Corporate
management

Marketing

Organization andpersonnel
development

〇

〇

〇

〇

〇

〇

〇

〇

〇

〇

〇

Financeandaccounting

Legalaffairs& riskmanagement

Globaloperations

〇

〇

〇

〇

〇

〇

ShinzoMaeda

Outside Director

〇

〇

〇

〇

Kyosuke
KimuraOutside Director

〇

〇

〇

〇

Yoshiro
Hirai

－

〇

Miki
Mitsunari

－

〇

〇

〇

〇

〇

〇

Note: The above table lists up to four fields in which the candidate for Director’s expertise is particularly
expected, based on the past experience of each candidate. It is not an exhaustive list of all theexpertise and experience the candidate possesses.

-4-Candidate
No.

Name (Date of birth)

Career summary, position and responsibility in the
Company, and significant concurrent positions outside theCompany
Apr. 1982 Joined the Company
Apr. 1997

Number of theCompany’s
shares owned

Managing Director of YUASAMECHATRONICS (M) SDN. BHD.

Mar. 2000 President of YUASA WARWICK MACHINERYLTD.

Hiroyuki Tamura(July 16, 1959)

Oct. 2002

Managing Director of YUASA SHOJI
EUROPE B.V.

Apr. 2007

General Manager of Factory Solution Division of
the Company

Apr. 2009

Executive Officer, General Manager of Factory
Solution Division of the Company

June 2010 Director, Executive Officer, in charge of Overseas
Business Development and General Manager ofFactory Solution Division of the Company

June 2013 Managing Director, Executive Officer, in chargeof Overseas Business Development and General
Manager of Factory Solution Division of the
Attendance to the Board ofCompany
Directors Meetings:
Apr.
2014
Managing Director, Executive Officer, Chief
15/15
General Manager of Industrial Market
Headquarters, in charge of Overseas Business
Development and General Manager of Factory
Solution Division of the Company
Reelection

1

Apr. 2016

Senior Managing Director, Executive Officer,
Chief General Manager of Industrial Market
Headquarters and in charge of Overseas Business
Development of the Company

Apr. 2017

Representative Director, President & COO of theCompany

Apr. 2021

Representative Director, President & CEO of theCompany, in charge of Overseas Business
Development (incumbent)

8,300 shares

Reasons for nomination as a candidate for Director
Mr. Hiroyuki Tamura has full knowledge of the industrial equipment and tools and machine tools areas due tohis serving in such capacities as Director, Executive Officer, Chief General Manager of the Industrial Market
Headquarters and also has abundant experience and achievements in overseas business as a representative ofsome of the Company’s overseas subsidiaries and a Director in charge of Overseas Business Development.
Moreover, having demonstrated outstanding management skills since taking the position of Representative
Director, President & COO of the Company in April 2017, the Company decided it would be appropriate tohave him contributing to the growth of the Company and the Company’s Group going forward, and so madehim a candidate.

-5-

Candidate
No.

Name (Date of birth)

Career summary, position and responsibility in the
Company, and significant concurrent positions outside theCompany
Apr. 1978 Joined the Company
Apr. 2007

Vice Assistant General Manager of Machinery
Engineering Division of the Company

Apr. 2011

Executive Officer, General Manager ofMachinery Engineering Division of the Company

Number of theCompany’s
shares owned

June 2013 Director, Executive Officer, General Manager ofMachinery Engineering Division of the Company

Haruo Sanoki(March 9, 1955)

Apr. 2015

Director, Executive Officer, Vice Supervisory
Manager of Management Administration, General
Manager of General Affairs Department of theCompany

Apr. 2017Managing Director, Executive Officer,
Supervisory Manager of Management
Administration, in charge of Regional Groups,
Committee Chairperson of Export Administration
Department, Ethics and Compliance Committee
and Internal Control Committee of the Company

Reelection

2

Attendance to the Board of
Directors Meetings:
Apr. 2018
15/15

7,400 shares

Senior Managing Director, Executive Officer,
Supervisory Manager of Management
Administration, in charge of Regional Groups,
Committee Chairperson of Export Administration
Department, Ethics and Compliance Committee
and Internal Control Committee of the Company

June 2019 Representative Director, Senior Managing
Director, Executive Officer, Supervisory Manager
of Management Administration, in charge ofRegional Groups, Committee Chairperson ofExport Administration Department, Ethics andCompliance Committee and Internal Control
Committee of the Company (incumbent)
Reasons for nomination as a candidate for Director
Mr. Haruo Sanoki has full knowledge of the machine tools area due to his being a Director, Executive Officer,
General Manager of the Machinery Engineering Division and having served as a Representative Director,
Senior Managing Director, Executive Officer, Supervisory Manager of the Management Administration. He has
worked on strengthening the management foundation and governance at both the Company and the Company’sGroup and has abundant experience and achievements. The Company decided it would be appropriate to have
him continue to use his knowledge for the growth of the Company and the Company’s Group and so made him
a candidate.

-6-

Candidate
No.

Name (Date of birth)

Career summary, position and responsibility in the
Company, and significant concurrent positions outside theCompany
Apr. 1982 Joined the Company
Oct. 2007

Manager of Plant Business Department of theCompany

Apr. 2008

Vice Assistant General Manager of Building
Facility Division of the Company

Apr. 2010

Executive Officer, General Manager of Building
Facility Division of the Company

Apr. 2011

Executive Officer, General Manager of Living
Environment Division (Eastern Area) of theCompany

Number of theCompany’s
shares owned

June 2014 Director, Executive Officer, General Manager of
Living Environment Division (Eastern Area) of
the Company
Apr. 2017

Kenichi Tanaka(October 9, 1958)

Director, Executive Officer, Chief General
Manager of Living Environment Market
Headquarters, Supervisory Manager ofConstruction Business Headquarters, General
Manager of Living Environment Division(Eastern Area) of the Company

June 2017 Managing Director, Executive Officer, Chief
General Manager of Living Environment Market
Headquarters, Supervisory Manager ofConstruction Business Headquarters, General
Attendance to the Board ofManager of Living Environment Division
Directors Meetings:(Eastern Area) of the Company
15/15
Apr. 2018 Managing Director, Executive Officer, Chief
General Manager of Living Environment Market
Headquarters, Supervisory Manager ofConstruction Business Headquarters of theCompany
Reelection

3

Apr. 2019

6,600 shares

Managing Director, Executive Officer, Chief
General Manager of Living Environment Market
Headquarters of the Company

June 2019 Senior Managing Director, Executive Officer,
Chief General Manager of Living Environment
Market Headquarters of the Company
Apr. 2020

Senior Managing Director, Executive Officer,
Supervisory Manager of Sales Division and Chief
General Manager of Living Environment Market
Headquarters of the Company (incumbent)

Significant concurrent positions outside the Company
Chairperson, Representative Director of YUASA PRIMUS
CO., LTD. (part time)
Reasons for nomination as a candidate for Director
Mr. Kenichi Tanaka has full knowledge of the housing, air & fluidic control systems area due to his serving insuch capacities as Managing Director, Executive Officer, General Manager of the Living Environment Division(Eastern Area) and as Senior Managing Director, Executive Officer, Chief General Manager of the Living
Environment Market Headquarters, and has abundant experience and achievements. The Company decided that
it would be appropriate to have him continue to play a part in strengthening the business in field of living
environments and contribute to the growth of the Company and the Company’s Group, and so made him acandidate.

-7-

Candidate
No.

Name (Date of birth)

Mamoru Hamayasu(May 31, 1961)
Reelection

4

Attendance to the Board of
Directors Meetings:
11/11

Career summary, position and responsibility in the
Company, and significant concurrent positions outside theCompany
Apr. 1984 Joined the Company
Apr. 2011

Vice Assistant General Manager of Factory
Solution Division of the Company

Apr. 2012

President and General Sales Manager of YUASATRADING (SHANGHAI) CO., LTD.

Apr. 2014

Supervisory Manager of East Asia Area of theCompany and Chairperson and President of
YUASA TRADING (SHANGHAI) CO., LTD.

Apr. 2015

Executive Officer, Supervisory Manager of East
Asia Area of the Company, and Chairperson andPresident of YUASA TRADING (SHANGHAI)
CO., LTD.

Dec. 2016 Executive Officer of the Company, andRepresentative Director, President of YUASATECHNICAL ENGINEERING CO., LTD.
(currently YUASA NEOTEC CO., LTD.)
Apr. 2021

Executive Officer of the Company, andRepresentative Director, President of YUASANEOTEC CO., LTD.

Number of theCompany’s
shares owned

1,900 shares

June 2021 Senior Executive Officer of the Company, andRepresentative Director, President of YUASANEOTEC CO., LTD
Apr. 2022

Senior Executive Officer, Chief General Manager
of Industrial Market Headquarters of theCompany

June 2022 Director, Executive Officer, Chief General
Manager of Industrial Market Headquarters of theCompany (incumbent)
Significant concurrent positions outside the Company
Chairperson, Director of KOKKO CO., LTD. (part time)
Chairperson, Representative Director of YUASA NEOTEC
CO., LTD. (part time)
Reasons for nomination as a candidate for Director
Mr. Mamoru Hamayasu has full knowledge of the industrial equipment and tools and machine tools areas due
to his serving in such capacities as Executive Officer and Senior Executive Officer of the Company, including
as a representative of the Company’s overseas subsidiary and Representative Director, President of YUASANEOTEC CO., LTD., a subsidiary of the Company, and has abundant experience and achievements. The
Company decided that it would be appropriate to have him play a part in strengthening the business in theindustrial field and contribute to the growth of the Company and the Company’s Group and so made him acandidate.

-8-

Candidate
No.

Name (Date of birth)

Takaomi Omura(April 27, 1968)
New Candidate

5Career summary, position and responsibility in the
Company, and significant concurrent positions outside theCompany
Oct. 1993 Joined Macros Co., Ltd. (currently YuasamacrosCo., Ltd.)
Apr. 2002

General Manager of Administration Departmentof Macros Co., Ltd.

Apr. 2012

Director, General Manager of Administration
Department of Yuasamacros Co., Ltd.

Apr. 2015

Representative Director, President of
Yuasamacros Co., Ltd.

Apr. 2018

Executive Officer, General Manager ofConstruction Marterials Division of the Company

Attendance to the Board of
Directors Meetings:
Apr. 2023-

Number of theCompany’s
shares owned

500 shares

Senior Executive Officer, Chief General Manager
of Construction Market Headquarters of theCompany (incumbent)

Significant concurrent positions outside the Company
Director of YUASA LUMBER CO., LTD. (part time)
Director of Fuji Quality House Co., Ltd. (part time)
Director of YUASA NENRYO CO., LTD. (part time)
Reasons for nomination as a candidate for Director
Mr. Takaomi Omura has full knowledge of the construction materials and building exterior areas due to his
serving in such capacities as Executive Officer, General Manager of the Construction Materials Division,having served as Representative Director, President of Yuasamacros Co., Ltd., a Company subsidiary, and hasabundant experience and achievements. The Company decided that it would be appropriate to have him play apart in strengthening the business in the construction field and contribute to the growth of the Company and theCompany’s Group and so made him a candidate.

-9-

Candidate
No.

Name (Date of birth)

Career summary, position and responsibility in the
Company, and significant concurrent positions outside theCompany
Apr. 1970 Joined Shiseido Company, Limited

Number of theCompany’s
shares owned

June 2003 Director, Corporate Officer, General Manager ofCorporate Planning Department of Shiseido
Company, Limited
Shinzo Maeda(February 25, 1947)
Reelection
Candidate for Outside
Director
Independent Officer

6

June 2005 Representative Director, President and CEO of
Shiseido Company, Limited
Apr. 2011

Representative Director, Chairperson of Shiseido
Company, Limited

Apr. 2013

Representative Director, Chairperson, President
and CEO of Shiseido Company, Limited

Apr. 2014

Representative Director, Chairperson of Shiseido
Company, Limited

0 shares

June 2014 Counselor of Shiseido Company, Limited(Retired June 2020)

Attendance to the Board ofJune 2015 Outside Director of the Company (incumbent)
Directors Meetings:
Sept. 2015 Outside Director of TOSHIBA CORPORATION
15/15(retired in June 2018)
June 2021 Outside Director of S.T. CORPORATION(incumbent)
Significant concurrent positions outside the Company
Outside Director of S.T. CORPORATION
Reasons for nomination as a candidate for Outside Director and expected roles
Mr. Shinzo Maeda has worked in various public offices, in addition to having been the Representative Director,
Chairperson of the Board, etc. of Shiseido Company, Limited, and has abundant experience and high principles
as a global business executive and intellectual. Due to these qualities, the Company decided that he can be
expected to give direction and advice from an independent and objective viewpoint and so asks for his election
as an Outside Director. While Mr. Shinzo Maeda is Outside Director of S. T. CORPORATION, the Company
and the Company’s Group do not have any business relationship with S.T. CORPORATION or its consolidated
subsidiaries, and so the Company regards him as independent. If Mr. Shinzo Maeda is elected, he will serve as
Chairperson of the Governance Advisory Committee and lead the supervisory function for governance-related
matters, including the appointment and dismissal of Directors and their remuneration, etc., from a neutral
standpoint. In addition, as a member of the Sustainability Promotion Committee, he will provide advice andreports on matters regarding promotion of management contributing to sustainability, including addressing
important ESG issues.

- 10 -

Candidate
No.

Name (Date of birth)

Career summary, position and responsibility in the
Company, and significant concurrent positions outside theCompany
Apr. 1979 Joined Kimura Shindai Industry Co., Ltd.
(currently PARAMOUNT BED CO., LTD.)

Number of theCompany’s
shares owned

Aug. 1979 Member of the Board, Kimura Shindai Industry
Co., Ltd.
Oct. 1982
Kyosuke Kimura(September 20, 1950)

Sept. 1987 Senior Managing Director, PARAMOUNT BED
CO., LTD.

Reelection

Apr. 1991

Senior Executive Director, PARAMOUNT BED
CO., LTD.

Candidate for Outside
Director

Apr. 1997

Executive Vice President, PARAMOUNT BED
CO., LTD.

Independent Officer

Apr. 2009

Attendance to the Board of Feb. 2011
Directors Meetings:
Apr. 2020
15/15

7

Member of the Board, Kimura Kosan Co., Ltd.
(currently PARAMOUNT BED HOLDINGS
CO., LTD.)0 sharesPresident and Chief Executive Officer,
PARAMOUNT BED CO., LTD.
President and Chief Executive Officer,
PARAMOUNT BED HOLDINGS CO., LTD.
Chairperson, PARAMOUNT BED HOLDINGS
CO., LTD. (incumbent)
Chairperson, PARAMOUNT BED CO., LTD.
(incumbent)

June 2021 Outside Director of the Company (incumbent)
Significant concurrent positions outside the Company
Chairperson, PARAMOUNT BED HOLDINGS CO., LTD.
Chairperson, PARAMOUNT BED CO., LTD.
Reasons for nomination as a candidate for Outside Director and expected roles
Mr. Kyosuke Kimura has been engaged in the management of PARAMOUNT BED HOLDINGS CO., LTD.
and PARAMOUNT BED CO., LTD. for many years, and has a wealth of experience and a high level of insight
as a business executive. Due to these qualities, the Company decided that he can be expected to take on asupervisory and advisory function from an independent and objective standpoint and nominated him as a
candidate for Outside Director. The Company and the Company’s Group have transactions with consolidated
subsidiaries of PARAMOUNT BED HOLDINGS CO., LTD., concerning the sale and purchase of bedding andother items. However, the amount of these transactions was less than 1% of the Company’s consolidated net
sales for the fiscal year ended March 31, 2023 and less than 1% of PARAMOUNT BED HOLDINGS, CO.,LTD.’s consolidated net sales for the fiscal year ended March 31, 2023. Moreover, PARAMOUNT BED
HOLDINGS, CO., LTD. does not fall under the category of “major business partner” under Article 2,
Paragraph 3, Item 19 (b) of the Regulation for Enforcement of the Companies Act, and the terms andconditions of the transactions are the same as those of other businesses that have no relationship with theCompany. In addition, he was once an employee of the Company, but more than 10 years have passed since hisretirement. Based on the above, the Company regards him as independent. If Mr. Kyosuke Kimura is elected,
he will serve as member of the Governance Advisory Committee and take on the supervisory function forgovernance-related matters, including the appointment and dismissal of Directors and their remuneration, etc.,from a neutral standpoint. In addition, as a member of the Sustainability Promotion Committee, he will provide
advice and reports on matters regarding promotion of management contributing to sustainability, including
addressing important ESG issues.

- 11 -

Candidate
No.

Name (Date of birth)

Career summary, position and responsibility in the
Company, and significant concurrent positions outside theCompany
Apr. 1984 Joined the former ITOKI Co., Ltd.
July 2009

Yoshiro Hirai(January 26, 1961)
New Candidate
Candidate for Outside
Director
Independent Officer

Number of theCompany’s
shares owned

General Manager, Human Resources Departmentof ITOKI CORPORATION

May 2012 General Manager, Marketing Strategy
Department Group of ITOKI CORPORATION
Jan. 2013

Executive Officer and General Manager,
Marketing Strategy Department Group of ITOKICORPORATION

Jan. 2015

Executive Officer of ITOKI CORPORATION

0 shares

Mar. 2015 President of ITOKI CORPORATION

Mar. 2022 Special Advisor of ITOKI CORPORATION
Attendance to the Board of(retired in March 2023)
Directors Meetings:
Jan. 2023 Representative Director, President of
OpenWorking Inc. (incumbent)
8

Significant concurrent positions outside the Company
Representative Director, President of OpenWorking Inc.
Reasons for nomination as a candidate for Outside Director and expected roles
Mr. Yoshiro Hirai has been engaged in the management of ITOKI CORPORATION for many years, and has awealth of experience and a high level of insight as a business executive. Due to these qualities, the Company
decided that he can be expected to take on a supervisory and advisory function from an independent andobjective standpoint and nominated him as a candidate for Outside Director. The Company and the Company’sGroup have transactions with consolidated subsidiaries of ITOKI CORPORATION, concerning the sale andpurchase of furniture and other items. However, the amount of these transactions was less than 1% of theCompany’s consolidated net sales for the fiscal year ended March 31, 2023 and less than 1% of ITOKICORPORATION’s consolidated net sales for the fiscal year ended December 31, 2022. Moreover, ITOKICORPORATION does not fall under the category of “major business partner” under Article 2, Paragraph 3,
Item 19 (b) of the Regulation for Enforcement of the Companies Act, and the terms and conditions of thetransactions are the same as those of other businesses that have no relationship with the Company. Based on theabove, the Company regards him as independent. If Mr. Yoshiro Hirai is elected, he will serve as member of theGovernance Advisory Committee and take on the supervisory function for governance-related matters,
including the appointment and dismissal of Directors and their remuneration, etc., from a neutral standpoint. In
addition, as a member of the Sustainability Promotion Committee, he will provide advice and reports on
matters regarding promotion of management contributing to sustainability, including addressing important ESG
issues.

- 12 -

Candidate
No.

Name (Date of birth)

Career summary, position and responsibility in the
Company, and significant concurrent positions outside theCompany
Apr. 1994 Joined TOKYU LAND CORPORATION
Feb. 2001

Miki Mitsunari(February 29, 1972)
New Candidate
Candidate for Outside
Director
Independent Officer

Number of theCompany’s
shares owned

Joined Fuji Sogo Research Institute (currently
Mizuho Research & Technologies, Ltd.)

Sept. 2011 President of FINEV, Inc. (incumbent)
Mar. 2020 Outside Director of Funai Soken Holdings Inc.
(retired in March 2023)
June 2020 Director of Japan Accreditation Board(incumbent)
June 2020 Board Director of YAMADA HOLDINGS CO.,LTD. (incumbent)

0 shares

June 2022 Board Director of Solasto Corporation(incumbent)
Attendance to the Board of
Directors Meetings:
Significant concurrent positions outside the Company
President of FINEV, Inc.
Director of Japan Accreditation Board (part time)
Board Director of YAMADA HOLDINGS CO., LTD.
Board Director of Solasto Corporation
9

Notes:

Reasons for nomination as a candidate for Outside Director and expected roles
Ms. Miki Mitsunari has been engaged in consulting work for the SDGs and corporate ESG for many years, hasa high level of insight as director of a public institution and has been engaged in management of her own
consulting company. Due to these qualities, the Company decided that she can be expected to take on asupervisory and advisory function from an independent and objective standpoint and nominated her as a
candidate for Outside Director. The Company has entered into a consulting agreement with FINEV, Inc., ofwhich she is President, to seek advice on the Group’s ESG and SDG policies, system development, andinformation disclosure. However, the contract amount is less than ¥6 million per year, which is not a large
enough amount to cause financial dependence on the Company for FINEV, Inc. In addition, the Company andthe Company’s Group have transactions with YAMADA HOLDINGS CO., LTD. and its consolidated
subsidiaries concerning the sale and purchase of electric machinery and devices and other items. However, theamount of these transactions was less than 1% of the Company’s consolidated net sales for the fiscal year
ended March 31, 2023 and less than 1% of YAMADA HOLDINGS CO., LTD.’s consolidated net sales for the
fiscal year ended March 31, 2023. Moreover, YAMADA HOLDINGS CO., LTD. does not fall under the
category of “major business partner” under Article 2, Paragraph 3, Item 19 (b) of the Regulation for
Enforcement of the Companies Act, and the terms and conditions of the transactions are the same as those ofother businesses that have no relationship with the Company. Based on the above, the Company regards her as
independent. If Ms. Miki Mitsunari is elected, she will serve as member of the Governance Advisory
Committee and take on the supervisory function for governance-related matters, including the appointment anddismissal of Directors and their remuneration, etc., from a neutral standpoint. In addition, as a member of the
Sustainability Promotion Committee, she will provide advice and reports on matters regarding promotion ofmanagement contributing to sustainability, including addressing important ESG issues.
1. There is no special interest between the Company and any of the candidates.
2. Mr. Shinzo Maeda, Mr. Kyosuke Kimura, Mr. Yoshiro Hirai and Ms. Miki Mitsunari are candidates for Outside
Directors. All four satisfy the independence standards stipulated by the Tokyo Stock Exchange, and the Company
has submitted notification to that stock exchange regarding their status as independent officers.
3. Both Mr. Shinzo Maeda and Mr. Kyosuke Kimura are currently Outside Directors of the Company, and at theconclusion of this meeting, their tenures will have been eight (8) years and two (2) years, respectively.
4. The Company has entered into limited liability agreements with Mr. Shinzo Maeda and Mr. Kyosuke Kimura as
specified in Article 427, Paragraph 1 of the Companies Act. If their reappointment is approved, the Company
plans to continue said agreements with them. Also, the Company intends to enter into the same limited liability
agreement with Mr. Yoshiro Hirai and Ms. Miki Mitsunari. Based on this agreement, the limit of liability is theamount specified by laws and regulations.
5. 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 agency. The insurance policy covers losses incurred fromamounts of indemnification and litigation expenses, etc. that insureds are liable for in cases where a claim fordamages is brought by shareholders or third party. An overview of the policy details of this insurance policy isprovided on page 35 of the Business Report. If each candidate is elected and assumes the office as Director, theCompany plans to include every such Director as an insured in this insurance policy. Moreover, the Company
intends to renew the policy with the same policy details when the next renewal is due.
6. All shares of YUASA WARWICK MACHINERY LTD. were sold in September 2008.
7. YUASA SHOJI EUROPE B.V. was liquidated in August 2005.

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Proposal 2:

Election of One (1) Audit & Supervisory Board Member

The term of office of Audit & Supervisory Board Member Mr.Susumu Tsuruta will expire at the conclusionof this Meeting. Therefore, the Company proposes the election of one new Audit & Supervisory Board
Member.
The Audit & Supervisory Board has given its consent to this proposal.
The candidate for Audit & Supervisory Board Member is as follows:
Name (Date of birth)

Career summary and position in the Company, and significant
concurrent positions outside the Company
Apr. 1986

Chinami Kajo
(May 26, 1959)

Registered as an Attorney at Law (Daini Tokyo Bar
Association)

Apr. 2004

Court Adjudicator of Tokyo District Court (until March2006)

New Candidate

Apr. 2006

Court Adjudicator of Tokyo Family Court (until March2016)

Candidate for Outside Audit& Supervisory Board
MemberApr. 2006

Established Athena Law OfficePartner of Athena Law Office (incumbent)

Apr. 2016

Vice Chairman of Daini Tokyo Bar Association (until
March 2017)

Apr. 2016

Director of Japan Federation of Bar Associations (until
March 2017)

Independent Officer

Number of theCompany’s
shares owned

0 shares

Reasons for nomination as a candidate for Outside Audit & Supervisory Board Member
Ms. Chinami Kajo does not have direct experience in corporate management. However, the Company has made her acandidate for Outside Audit & Supervisory Board Member so that her specialist knowledge and experience as an attorney-atlaw may be utilized to reinforce the auditing structure of the Company.
If Ms. Chinami Kajo is elected, she will serve as member of the Governance Advisory Committee and take on the
supervisory function for governance-related matters, including the appointment and dismissal of Directors and theirremuneration, etc., from a neutral standpoint.
Notes:

1. No special interest exist between the Company and Ms. Chinami Kajo.
2. Ms. Chinami Kajo’s name as shown on her family register is Chinami Sugiyama.
3. Ms. Chinami Kajo is a candidate for Outside Audit & Supervisory Board Member. The Company has designatedher as an Independent Officer according to the rules of Tokyo Stock Exchange and has registered her with thesame exchange.
4. If Ms. Chinami Kajo is appointed as an Audit & Supervisory Board Member, the Company plans to enter into alimited liability agreement with her limiting her liability pursuant to Article 427, Paragraph 1 of the Companies
Act. Based on this agreement, the limit of liability is the amount specified by laws and regulations.
5. 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 agency. The insurance policy covers losses incurred fromamounts of indemnification and litigation expenses, etc. that insureds are liable for in cases where a claim fordamages is brought by shareholders or third party. An overview of the policy details of this insurance policy isprovided on page 35 of the Business Report. If the candidate is elected and assumes the office as Audit &Supervisory Board Member, the Company plans to include every such Audit & Supervisory Board Member as aninsured in this insurance policy. Moreover, the Company intends to renew the policy with the same policy details
when the next renewal is due.

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Proposal 3:

Election of One (1) Substitute Audit & Supervisory Board Member

To prepare for a contingency in which the Company does not have the number of Audit & Supervisory
Board Members required by law and the Articles of Incorporation, the Company proposes that one (1)substitute Outside Audit & Supervisory Board Member be elected.
The Audit & Supervisory Board has given its consent to this proposal.
The candidate for substitute Audit & Supervisory Board Member is as follows:
Name (Date of birth)

Masashi Masuda(April 20, 1949)
Reelection

Career summary
Nov. 1980

Joined Daiichi Audit Firm (currently Ernst & Young
ShinNihon LLC)

Mar. 1984

Registered as certified public accountant

June 2012

Resigned from Shinnihon Audit Firm (currently Ernst &Young ShinNihon LLC)

June 2014
Candidate for substituteOutside Audit & Supervisory
June 2017
Board Member
Independent Officer

June 2021

Auditor (part time), National Federation of UNESCO
Associations in Japan (incumbent)

Number of theCompany’s
shares owned

0 shares

Substitute Outside Audit & Supervisory Board Memberof the Company (incumbent)
Auditor of the Coca-Cola Educational & Environmental
Foundation (part-time) (incumbent)

Reasons for nomination as a candidate for substitute Outside Audit & Supervisory Board Member
Although Mr. Masashi Masuda does not have direct experience in corporate management, he possesses a wealth ofexperience and a solid track record as a certified public accountant, having served in such capacities as auditor at public
corporations. The Company has decided that he possesses sufficient knowledge of financing and accounting matters and somade him a candidate for substitute Outside Audit & Supervisory Board Member.
Notes:

1. No special interests exist between the Company and Mr. Masashi Masuda.
2. Mr. Masashi Masuda is a candidate for substitute Outside Audit & Supervisory Board Member.
3. If Mr. Masashi Masuda is appointed as an Audit & Supervisory Board Member, the Company plans to designate
him as an Independent Officer according to the rules of Tokyo Stock Exchange and register him with the same
exchange.
4. If Mr. Masashi Masuda is appointed as an Audit & Supervisory Board Member, the Company plans to enter intoa limited liability agreement with him limiting his liability pursuant to Article 427, Paragraph 1 of theCompanies Act. Based on this agreement, the limit of liability is the amount specified by laws and regulations.
5. 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 agency. The insurance policy covers losses incurred fromamounts of indemnification and litigation expenses, etc. that insureds are liable for in cases where a claim fordamages is brought by shareholders or third party. An overview of the policy details of this insurance policy isprovided on page 35 of the Business Report. If the candidate is elected and assumes the office as Audit &Supervisory Board Member, the Company plans to include every such Audit & Supervisory Board Member as aninsured in this insurance policy. Moreover, the Company intends to renew the policy with the same policy details
when the next renewal is due.

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