These documents have been translated from the Japanese originals for reference purposes only.
In the event of any discrepancy between these translated documents and the Japanese originals, the originals
shall prevail. The Company assumes no responsibility for this translation or for direct, indirect or any otherforms of damages arising from the translations.

Securities Code: 6806

June 11, 2020

To Shareholders with Voting Rights
Kazunori Ishii
President and Representative Director
Hirose Electric Co., Ltd.
5-5-23, Osaki, Shinagawa-ku, TokyoNOTICE OF THE 73RD ORDINARY GENERAL MEETING OF SHAREHOLDERS
We are pleased to announce the 73rd Ordinary General Meeting of Shareholders of Hirose Electric Co., Ltd.
(the “Company”), which will be held as described below.
If you are unable to attend the meeting, you may exercise your voting rights in writing by submitting the
Voting Rights Exercise Form or via the Internet. Please read the Reference Documents for the General
Meeting of Shareholders and exercise your voting rights by 5:00 p.m. on June 25, 2020 (Thursday) inaccordance with the guidance below.

1. Date and Time:
2. Venue:

June 26, 2020 (Friday), 10:00 a.m. (Reception will open at 9:00 a.m.)
1-1-1, Shirokanedai, Minato-ku, TokyoHAPPO-EN, 2F SUNLIGHT* In the event that the venue (SUNLIGHT) is filled to capacity, we will show you to thesecond venue. We will not be taking questions at the second venue. If shareholders at thesecond venue wish to ask questions, we will move the shareholders to the venue(SUNLIGHT), so please ask one of our staff members.

3. Agenda of the Meeting:
Matters to be reported: 1. Business Report, Consolidated Financial Statements for the Company’s
73rd Fiscal Year (from April 1, 2019 to March 31, 2020) and Audit Reports
for the Consolidated Financial Statements by the Accounting Auditor andthe Audit & Supervisory Board
2. Non-consolidated Financial Statements for the Company’s 73rd Fiscal Year(from April 1, 2019 to March 31, 2020)
Proposals to be resolved:
Dividends of Surplus
Proposal No. 1
Partial Amendments to the Articles of Incorporation
Proposal No. 2
Election of Nine (9) Directors
Proposal No. 3
Election of One (1) Audit & Supervisory Board Member
Proposal No. 41

4. Guidance for Exercising Voting Rights:(1) Exercise voting rights in writing
Please indicate your approval or disapproval on the enclosed Voting Rights Exercise Form, and returnthe form to us to arrive no later than 5:00 p.m. on June 25, 2020 (Thursday).
(2) Exercise voting rights via the Internet
If you exercise your voting rights via the Internet, please exercise them no later than 5:00 p.m. on June25, 2020 (Thursday).
(3) If you exercise your voting rights twice, once in writing and once via the Internet, your Internet vote shallbe deemed to be valid. If you exercise your voting rights more than once via the Internet or exercise them
twice, once using a personal computer and once using a mobile phone, the last exercise shall be deemed
to be valid.
5. Other Matters Related to This Convocation:
Among the documents that have to be provided along with the convocation of this meeting of shareholders,
Systems to Ensure Properness of Operations of the Company and Operation Status of the Systems, the Notes to
the Consolidated and Non-consolidated Financial Statements are posted on the Company’s website(https://www.hirose.com/jp/) pursuant to the provisions of the relevant laws and regulations and Article 15 of
the Company’s Articles of Incorporation, therefore these are not included in this Notice. The Business Report,
the Consolidated and Non-consolidated Financial Statements included in this Notice are part of the Consolidated
and Non-consolidated Financial Statements that the Accounting Auditor and Audit & Supervisory Board
Members audited to prepare their respective Audit Reports.
〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰
For those attending, please present the enclosed Voting Rights Exercise Form at the reception desk on arrival at
the meeting.
If there are any amendments to the Reference Documents for the General Meeting of Shareholders, the Business
Report and/or the Consolidated and Non-consolidated Financial Statements, these amendments will be postedon the Company’s website (https://www.hirose.com/jp/).

2

Reference Documents for the General Meeting of Shareholders
Proposals and References
Proposal No. 1: Dividends of Surplus
Regarding year-end dividends, comprehensively taking into account the business results and operating
environment of the Company and based on the policy of stable dividend distribution to shareholders, we
propose year-end dividends as follows:(1) Type of dividend property: Cash
(2) Matters related to the allocation of dividends and total amount thereof:¥120 per share of the Company’s common shares
Total amount of dividends: ¥4,352,057,400
Because an interim dividend of ¥120 per share was paid, the annual dividend for the fiscal year
ended March 31, 2020 is ¥240 per share.
(3) Effective date of dividends of surplus: June 29, 2020
Proposal No. 2 Partial Amendments to the Articles of Incorporation
1. Reasons for amendments
As head office functions are already gathered in Yokohama, Kanagawa, collaboration between
departments is being strengthened and operations are being optimized, the Company proposes theamendments to change the location of the head office set forth in Article 3 of the Articles of Incorporationfrom Shinagawa-ku, Tokyo to Yokohama, Kanagawa in line with actual head office operations.
2. Details of amendments
Details of amendments are as follows:(Underlined portions indicate amendments.)
Current Articles of Incorporation

Proposed Amendments to the Articles of Incorporation

CHAPTER I.
General Provisions

CHAPTER I.
General Provisions(Location of the Head Office)(Location of the Head Office)
Article 3. The head office of the Company shall be located Article 3. The head office of the Company shall be locatedat Shinagawa-ku, Tokyo, Japan.
at Yokohama, Kanagawa, Japan.
(Newly established)
Supplementary Provisions
Article 1. The amendment of (Location of the Head
Office) shall take effect on July 1, 2020, and this
supplementary provision shall be eliminatedafter the effective date of the relocation of thehead office.

3

Proposal No. 3 Election of Nine (9) Directors
The term of office of all nine (9) Directors will expire at the close of this Ordinary General Meetingof Shareholders. At this juncture, the Company proposes the election of nine (9) Directors.
The candidates are as follows:[Reference] List of candidates for Director
No.

Name

Current positions and responsibilities in the Company

1

Reelection

Kazunori Ishii

President and Representative Director

2

Reelection

Mitsuo Nakamura

3

Reelection

Yukio Kiriya

4

Reelection

Hiroshi Fukumoto

5

Reelection

Hiroshi Satoh6

Reelection

Sang-Yeob Lee

Director

Kensuke Hotta

Outside Director

Tetsuji Motonaga

Outside Director

Senior Managing Director
Group President–Engineering; concurrently responsible for
Production Group
Director
Group President–Production
Director
Group President–Administration
Director
Group President–Sales & Marketing; concurrently Division
General Manager–International Business Division

Reelection
7

OutsideIndependent
Reelection

8

OutsideIndependent
New election

9

OutsideMasanori Nishimatsu

Independent

No conflict of interest exists between the Company and any of the above candidates.
Reelection
Candidate for Director to be reelected
Candidate for Director to be newly elected
New election
OutsideCandidate for Outside Director
Independent
Independent Officer as defined by the securities exchange

4

No.

1

Name
(Date of birth)

Career summary, positions and responsibilities in the Company
Number ofand significant concurrent positions at other organizations
shares owned
April 1982
Joined the Company
July 2007
Deputy Group President–Engineering of theCompany
November 2008 Deputy Group President–Sales & Marketingof the Company
June 2009
Operating Officer of the Company
November 2009 Acting Group President–Sales & Marketingof the Company
June 2010
Director of the Company,
Reelection
Delegated to act as General Manager–
Corporate Innovation Office
Kazunori Ishii
June 2011
Senior Managing Director of the Company,(January 4, 1960)
Delegated to act as Group President–Sales &1,182Marketing; concurrently General Manager–
Attendance at
Corporate Innovation Office
Board of Directors
meetings
June 2012
President and Representative Director of the
14/14
Company(to present)(Significant concurrent positions at other organizations)
President and Representative Director of TOHOKU HIROSE
ELECTRIC CO., LTD.
President and Representative Director of KORIYAMA HIROSE
ELECTRIC CO., LTD.
President and Representative Director of ICHINOSEKI HIROSE
ELECTRIC CO., LTD.
Representative Director of HIROSE KOREA CO., LTD.
(Reasons for nomination as candidate for Director)
The Company nominates him as a candidate for Director for another term because we believe he is wellqualified for the position as he has supervised and managed the whole Group as President.

5

No.

2

3

4

Name
(Date of birth)

Career summary, positions and responsibilities in the Company
Number ofand significant concurrent positions at other organizations
shares owned
April 1980
Joined the Company
July 2007
Deputy Group President–Engineering of theCompany
June 2009
Operating Officer of the Company
Reelection
June 2010
Director of the Company,
Delegated to act as Deputy Group President–
Mitsuo Nakamura
Engineering(February 23,
June 2013
Delegated to act as Group President–
1958)
551
Engineering
Attendance atJune 2015
Managing Director of the Company
Board of Directors
June 2016
Delegated to act as Group President–
meetings
Engineering; concurrently responsible for
14/14
Production Group(to present)
June 2019
Senior Managing Director of the Company(to present)(Reasons for nomination as candidate for Director)
The Company nominates him as a candidate for Director for another term because we believe he is wellqualified for the position as he has supervised and managed technological development of the Group as
Senior Managing Director.
April 1982
Joined the Company
April 2013
Deputy General Manager–Production of theCompany
June 2015
Operating Officer of the Company
November 2015 Acting General Manager–Production of theReelection
Company
Yukio Kiriya
April 2016
Acting General Manager–Production of the(December 29,
Company; concurrently responsible for
1958)
1,570
Quality Assurance Department
Attendance atJune 2016
Director of the Company
Board of Directors(to present)
meetings
Delegated to act as Group President–
14/14
Production; concurrently responsible for
Quality Assurance Department
October 2017
Delegated to act as Group President–
Production(to present)(Reasons for nomination as candidate for Director)
The Company nominates him as a candidate for Director for another term because we believe he is wellqualified for the position as he has supervised and managed the overall manufacturing affairs of theGroup.
April 1980
Joined Hitachi, Ltd.
Reelection
July 2002
Joined the Company
Deputy Group President–Administration ofHiroshi Fukumoto July 2007
the Company(November 4,June 2009
Operating Officer of the Company
1956)
415
April 2018
Acting Group President–Administration
Attendance atJune 2019
Director of the Company,
Board of Directors
Delegated to act as Group President–
meetings
Administration
11/11(to present)(Reasons for nomination as candidate for Director)
The Company nominates him as a candidate for Director for another term because we believe he is wellqualified for the position as he has supervised and managed the overall general administrative affairs of
the Group.

6

No.

5

6

Name
(Date of birth)

Career summary, positions and responsibilities in the Company
Number ofand significant concurrent positions at other organizations
shares owned
April 1993
Joined MITSUI & CO., LTD.
Reelection
July 2001
Joined KEYENCE CORPORATION
February
2017
Joinedthe Company
Hiroshi Satoh
April 2018
Division General Manager–International(December 23,
Business Division–Sales & Marketing
1970)
200
June 2019
Director of the Company,
Attendance at
Delegated to act as Group President–Sales &Board of Directors
Marketing; concurrently Division General
meetings
Manager–International Business Division
11/11(to present)(Reasons for nomination as candidate for Director)
The Company nominates him as a candidate for Director for another term because we believe he is wellqualified for the position as he has supervised and managed sales and marketing of the Group.
January 1984
Joined Hanwha Corporation / Explosives
March 1989
Joined HIROSE KOREA CO., LTD.
July 2007
Chairman of WEIHAI HIROSE KOREAELECTRIC CO., LTD.
(to present)
August 2007
Representative Director, the Employee
Reelection
Welfare Fund of HIROSE KOREA CO.,LTD.
Sang-Yeob Lee(to present)(July 1, 1961)
0June 2010
Executive Vice President and Representative
Attendance at
Director of HIROSE KOREA CO., LTD.
Board of Directors
November 2011 President and Representative Director of
meetings
HIROSE KOREA CO., LTD.
13/14
(to present)
June 2018
Director of the Company(to present)(Significant concurrent positions at other organizations)
President and Representative Director of HIROSE KOREA CO.,LTD.
(Reasons for nomination as candidate for Director)
The Company nominates him as a candidate for Director for another term because we believe he is wellqualified for the position as he has supervised and managed major subsidiaries of the Group.

7

Name
(Date of birth)

Career summary, positions and responsibilities in the Company
Number ofand significant concurrent positions at other organizations
shares owned
April 1962
Joined The Sumitomo Bank, Limited(currently Sumitomo Mitsui Banking
Corporation)
June 1987
Director of The Sumitomo Bank, Limited
June 1997
Representative Director and Executive Vice
President of The Sumitomo Bank, Limited
January 2001
Chairman of Morgan Stanley Japan Limited(currently Morgan Stanley MUFG Securities
Co., Ltd.)
Reelection
April 2006
Chairman and Representative Director of
OutsideMorgan Stanley Japan Securities (currently
Morgan Stanley MUFG Securities Co., Ltd.)
Independent
June 2006
Outside Statutory Auditor of SEIREN CO.,Kensuke Hotta
LTD.
(October 12, 1938) October 2007
Chairman and Representative Director of
Hotta Sogo Jimusho K.K.
0
Number of years in(to present)
office7
January 2008
Advisory Director of Morgan Stanley Japan
9 years
Securities Co., Ltd. (currently Morgan
Attendance atStanley MUFG Securities Co., Ltd.)Board of Directors December 2008 Chairman and Representative Director of
meetings
Greenhill & Co. Japan Ltd.
13/14
June 2011
Outside Director of the Company(to present)
May 2016
Senior Advisor of Greenhill & Co. Japan Ltd.
June 2018
Outside Director of SEIREN CO., LTD.
(to present)(Significant concurrent positions at other organizations)
Chairman and Representative Director of Hotta Sogo Jimusho
K.K.
Outside Director of SEIREN CO., LTD.
(Reasons for nomination as candidate for Outside Director)
The Company nominates him as a candidate for Outside Director for another term because he has been
providing appropriate oversight on the management of the Company utilizing his considerable
experience and in-depth knowledge as a corporate manager.
Notes:
1. Mr. Kensuke Hotta is a candidate for Outside Director and Mr. Hotta’s term of office as Outside
Director will be nine years at the close of this General Meeting of Shareholders.
2. The Company has designated Mr. Hotta as an Independent Officer as stipulated by the Tokyo Stock
Exchange and reported him as such to the exchange. If his reelection is approved, the Company intends
to continue to designate him as an Independent Officer.
3. Mr. Hotta meets all criteria of the Company’s Standards for Independence of Outside Officers.
4. Pursuant to Article 427, paragraph (1) of the Companies Act, the Company has entered into a liability
limitation agreement with Mr. Hotta, to limit his liability for damages to the effect that if such liability
as stipulated in Article 423, paragraph (1) of the Act is not resulting from serious negligence and his
duties are conducted in good faith, the limit of the amount for which he is liable under such agreement
shall be the sum of the amounts set forth in each item (minimum liability amount) of Article 425,
paragraph (1) of the Act. If his reelection is approved, the Company intends to continue the same
agreement with him.

No.

8

Name
(Date of birth)

Career summary, positions and responsibilities in the Company
Number ofand significant concurrent positions at other organizations
shares owned
April 1985
Joined Nippon Yusen Kabushiki Kaisha(NYK LINE)
January 1997
Joined Boston Consulting Group
Reelection
September 2001 Joined Fuji Seal, Inc.
OutsideApril 2003
Joined Jomon Associates Inc.
August 2006
Established Ichthys Co., Ltd. Representative
Independent
Director
Tetsuji Motonaga(to present)(August 4, 1960)
April 2015
Auditor of Keisei Medical Corporation(to present)0
Number of years in
October 2015
Board Chair of Japan Family Businessoffice8
Institute
3 years(to present)
Attendance atJune 2017
Outside Director of the Company
Board of Directors(to present)
meetings(Significant concurrent positions at other organizations)
14/14
Representative Director of Ichthys Co., Ltd.
Auditor of Keisei Medical Corporation
Board Chair of Japan Family Business Institute(Reasons for nomination as candidate for Outside Director)
The Company nominates him as a candidate for Outside Director for another term because he has been
providing appropriate oversight on the management of the Company utilizing his extensive trackrecords and in-depth knowledge as a management consultant.
Notes:
1. Mr. Tetsuji Motonaga is a candidate for Outside Director and Mr. Motonaga’s term of office as Outside
Director will be three years at the close of this General Meeting of Shareholders.
2. The Company has designated Mr. Motonaga as an Independent Officer as stipulated by the Tokyo
Stock Exchange and reported him as such to the exchange. If his reelection is approved, the Company
intends to continue to designate him as an Independent Officer.
3. Mr. Motonaga meets all criteria of the Company’s Standards for Independence of Outside Officers.
4. Pursuant to Article 427, paragraph (1) of the Companies Act, the Company has entered into a liability
limitation agreement with Mr. Motonaga, to limit his liability for damages to the effect that if suchliability as stipulated in Article 423, paragraph (1) of the Act is not resulting from serious negligenceand his duties are conducted in good faith, the limit of the amount for which he is liable under suchagreement shall be the sum of the amounts set forth in each item (minimum liability amount) of Article
425, paragraph (1) of the Act. If his reelection is approved, the Company intends to continue the same
agreement with him.

No.

9

Name
(Date of birth)

Career summary, positions and responsibilities in the Company
Number ofand significant concurrent positions at other organizations
shares owned
April 1980
Joined Nomura Securities Co., Ltd.
April 2003
Director of Nomura Securities Co., Ltd.
June 2003
Executive Officer of Nomura Securities Co.,Ltd.
April 2007
Managing Executive Officer of Nomura
Securities Co., Ltd.
June 2010
Director of Nomura Holdings, Inc.
New election
June 2013
Director of Nomura Securities Co., Ltd.
OutsideApril 2015
Representative Director and President of
Nomura Land and Building Co., Ltd.
Independent(to present)
Masanori
Representative Director and President of0
Nishimatsu
Nomura China Investment Corporation(February 3, 1958)(to present)
9
Representative Director and President of
Number of years in
Saitama Kaihatsu Corporation
office(to present)
0 years(Significant concurrent positions at other organizations)Representative Director and President of Nomura Land andBuilding Co., Ltd.
Representative Director and President of Nomura China
Investment Corporation
Representative Director and President of Saitama Kaihatsu
Corporation(Reasons for nomination as candidate for Outside Director)
The Company nominates him as a new candidate for Outside Director because he can be expected toprovide appropriate oversight on the management of the Company utilizing his considerable experienceand in-depth knowledge as a corporate manager.
Notes:
1. Mr. Masanori Nishimatsu is a candidate for Outside Director.
2. If the election of Mr. Nishimatsu is approved, the Company intends to designate him as an Independent
Officer as stipulated by the Tokyo Stock Exchange, and report him as such to the exchange.
3. Mr. Nishimatsu meets all criteria of the Company’s Standards for Independence of Outside Officers.
4. If election of Mr. Nishimatsu is approved, pursuant to Article 427, paragraph (1) of the Companies
Act, the Company intends to enter into a liability limitation agreement with Mr. Nishimatsu, to limit
his liability for damages to the effect that if such liability as stipulated in Article 423, paragraph (1) of
the Act is not resulting from serious negligence and his duties are conducted in good faith, the limit of
the amount for which he is liable under such agreement shall be the sum of the amounts set forth ineach item (minimum liability amount) of Article 425, paragraph (1) of the Act.

No.

10

Proposal No. 4 Election of One (1) Audit & Supervisory Board Member
The term of office of one (1) Audit & Supervisory Board Member, Mr. Terukazu Sugishima, will
expire at the close of this Ordinary General Meeting of Shareholders. Therefore, the Company proposes
the election of one (1) Audit & Supervisory Board Member.
The Audit & Supervisory Board has consented to this proposition.
The candidate is as follows:
Name
Career summary, positions and responsibilities in the Company and Number of(Date of birth)
significant concurrent positions at other organizations
shares owned
April 1972
Joined Kanematsu-Gosho, Ltd. (currently
KANEMATSU CORPORATION)
October 1974
Joined Price Waterhouse Accounting Office
April 1978
Joined Serizawa Law and Accounting Office
March 1979
Registered as certified public accountant
Reelection
June 1979
Registered as tax accountant
OutsideApril 1985
Established Sugishima Certified Public
Independent
Accountant Office
Terukazu Sugishima(to present)(March 12, 1950)
June 2007
Outside Audit & Supervisory Board Member of0Starzen Co., Ltd.
Number of years inJune 2008
Outside Audit & Supervisory Board Member ofofficethe Company
12 years(to present)
Attendance at Board
June 2015
Outside Audit & Supervisory Board Member ofof Directors meetings
Chuetsu Pulp & Paper Co., Ltd.
14/14
June 2016
Outside Director of Chuetsu Pulp & Paper Co.,Ltd.
(to present)(Significant concurrent positions at other organizations)
Outside Director of Chuetsu Pulp & Paper Co., Ltd.
(Reasons for nomination as candidate for Outside Audit & Supervisory Board Member)
The Company nominates him as a candidate for Outside Audit & Supervisory Board Member for anotherterm because he has been providing appropriate audit on the management of the Company utilizing his
expert knowledge and experience as a certified public accountant.
Notes:
1. There is no special interest between the candidate and the Company. Mr. Terukazu Sugishima is an
Independent Officer who is unlikely to have any conflict of interest with general shareholders, that are
required to be designated by the Tokyo Stock Exchange.
2. Information on the candidate for Outside Audit & Supervisory Board Member is as follows.
(1) Mr. Sugishima is a candidate for Outside Audit & Supervisory Board Member.
(2) Reasons for the appointment of Mr. Sugishima for Outside Audit & Supervisory Board Member
and his independency
1) We ask that Mr. Sugishima be elected as an Outside Audit & Supervisory Board Member
expecting him to utilize his expertise and experience he gained as certified public accountant in
the Company’s audit. Mr. Sugishima’s term of office as Outside Audit & Supervisory Board
Member will be 12 years at the closing of this General Meeting of Shareholders.
2) Mr. Sugishima does not plan to receive a large amount of money or other assets (other than
remuneration paid for his service as an Audit & Supervisory Board Member of the Company)
from the Company or business operators that have specific relations with the Company. Also, he
has not received such in the past two years.
3) Mr. Sugishima is not a spouse or a relative within the third degree of consanguinity or of similar
status of either anyone in a position to execute business or an officer at either the Company or abusiness operator that has specific relations with the Company such as its parent company.
4) Mr. Sugishima was not an executive at any corporation from which the Company assumed
business rights and obligations through a corporate merger, an absorption-type corporate split,
an incorporation-type corporate split or a business transfer immediately before such merger, etc.,
for the past two years.
11(3) Reasons why the Company considers Mr. Sugishima is capable of performing his duties as Outside
Audit & Supervisory Board Member
Although Mr. Sugishima has not been directly involved in company management, the Company
considers he will effectively continue to perform his duties as Outside Audit & Supervisory Board
Member, after taking into account his work experience as a certified public accountant and hisachievements as Audit & Supervisory Board Member over 12 years.
(4) Liability limitation agreements with Outside Audit & Supervisory Board Members
Pursuant to Article 427, paragraph (1) of the Companies Act, the Company has entered into aliability limitation agreement with Mr. Sugishima, a candidate for Outside Audit & Supervisory
Board Member, to limit his liability for damages to the effect that if such liability as stipulated in
Article 423, paragraph (1) of the Act is not resulting from serious negligence and his duties are
conducted in good faith, the limit of the amount for which he is liable under such agreement shallbe the sum of the amounts set forth in each item (minimum liability amount) of Article 425,
paragraph (1) of the Act. If his reelection is approved, the Company intends to continue the limited
liability agreement.

12

(Reference) Standards for Independence of Outside Officers
The Company selects Independent Outside Directors and Outside Audit & Supervisory Board Members(hereinafter, “Outside Officers”) who satisfy the requirements of Independent Officer as stipulated byfinancial instruments exchanges and possess track records and relevant knowledge in their respective
fields. More specifically, if an Outside Officer does not fall under any of the following cases, the Outside
Officer is determined as having independence.
 In the case where the Outside Officer is currently serving, or has once served during the past ten years,
as an Executive of the Company or any of its subsidiaries (An Executive refers to any Director(excluding Outside Director), Operating Officer and General Manager or above.) In the case where the Outside Officer is currently serving as an executive of a company with which
the Group engages in transactions, and the amount of the transactions exceeds 2% of consolidated net
sales of any fiscal year among the last three fiscal years
 In the case where the Outside Officer receives, as a legal or accounting expert or consultant,remuneration (excluding remuneration paid as a Director of the Company and remuneration paid tothe organization or firm to which the Outside Director belongs) exceeding the average annual amountof ¥10 million directly from the Company during the last three fiscal years
 In the case where the Outside Officer belongs to an organization such as corporation (which includes
law firm, audit corporation, tax accountant corporation and consulting firm) and association, andremuneration received from the Company exceeds the higher of either 2% or more of the averageannual amount of gross sales of the said organization such as corporation or association in the last
three fiscal years or ¥100 million or more
 In the case where the Outside Officer is currently an employee, etc., of an audit corporation that is the
Accounting Auditor of the Company or any of its subsidiaries
 In the case where the Outside Officer has once engaged in auditing operations for the Company or anyof its subsidiaries as an employee, etc., of an audit corporation that is the Accounting Auditor of theCompany or any of its subsidiaries during the last three years
 In the case where a relative within the second degree of consanguinity of the Outside Officer iscurrently serving, or has once served in the past, as an Executive of the Company or any of its
subsidiaries

13