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 no responsibility for this translation or for direct, indirect or any
other forms of damages arising from the translation.
Securities Code: 1975
June 7, 2022
Dear Our Shareholders:
1-25-7 Hamamatsucho, Minato-ku, Tokyo

ASAHI KOGYOSHA CO., LTD.
Yasutomo Takasu
President and Representative Director

Notice of the 93rd Annual General Meeting of Shareholders
We would like to express our gratitude for your continued support.
It is a pleasure to inform you that the 93rd Annual General Meeting of Shareholders of ASAHI KOGYOSHA CO.,LTD. (the “Company”) will be held as indicated below.
Due to ongoing concerns about COVID-19, shareholders are encouraged to exercise their voting rights in writingor via the Internet instead of attending this General Meeting of Shareholders to reduce the infection risk ofshareholders. When exercising your voting rights in writing or via the Internet, please review the attached Reference
Documents for the General Meeting of Shareholders and exercise your voting rights by 5 p.m. on Tuesday, June 28,
2022.
[Exercise of voting rights in writing]
Please indicate your approval or disapproval of the proposals on the enclosed Voting Rights Exercise Form andreturn it so that it arrives by the above deadline.
[Exercise of voting rights via the Internet]
Please refer to "Instructions for Exercising Voting Rights via the Internet" on page 4 (Japanese version only), accessthe website for exercising voting rights designated by our company (https://soukai.mizuho-tb.co.jp/), use the "Voting
Rights Exercise Code" and "Password" displayed on the enclosed Voting Rights Exercise Form, follow the
instructions on the screen to indicate your approval or disapproval of each proposal, and exercise your voting rights
by the above deadline.
1.

Date and time

Wednesday, June 29, 2022 at 10 a.m.

2.

Venue

1-11-2 Kaigan, Minato-ku, Tokyo
Asuka, 13th floor of Azur Takeshiba
Note: The venue of this General Meeting of Shareholders has been changed
from last year’s venue, so please refer to the "Venue Information Map"
at the end of this notice to be sure. (Japanese version only)

-1-

3.

Purpose of the meeting
Matters to be reported:

1. The Business Report, Consolidated Financial Statements for theCompany’s 93rd Fiscal Year (April 1, 2021 to March 31, 2022) andresults of audits by the Accounting Auditor and the Board of Corporate
Auditors of the Consolidated Financial Statements
2. Non-consolidated Financial Statements for the Company’s 93rd Fiscal
Year (April 1, 2021 to March 31, 2022)

Matters to be resolved:









Proposal No. 1:

Appropriation of Surplus

Proposal No. 2:

Amendments to the Articles of Incorporation

Proposal No. 3:

Election of Nine Directors

When attending the meeting, please submit the enclosed Voting Rights Exercise Form at the reception desk.
Please also bring this notice of convocation to conserve resources.
You may exercise your voting rights by proxy with another shareholder who holds voting rights in the
Company.
In this case, the proxy must submit the shareholder’s Voting Rights Exercise Form and a form stating that heor she has been given power of attorney to the reception desk at the venue.
Should the Reference Documents for the General Meeting of Shareholders, the Business Report, the Nonconsolidated Financial Statements and the Consolidated Financial Statements require revisions, such
revisions will be posted on our company website (https://www.asahikogyosha.co.jp).
In order to save electricity, the Company’s executives and staff will dress lightly (Cool Biz) on the day of theevent. We would also like to ask our shareholders to attend the meeting in light clothing.
In order to prevent the spread of COVID-19, measures will be taken at the venue of the General Meeting of
Shareholders on the day of the meeting.

-2-

Reference Documents for the General Meeting of Shareholders
Proposal No. 1: Appropriation of Surplus
The Company proposes the appropriation of surplus as follows:
Matters concerning year-end dividends
The Company proposes the following year-end dividend for the fiscal year under review in order to maintain astable dividend to shareholders and to respond to the generous support from shareholders.
(i)Type of dividend property
Cash(ii) Matters concerning the allotment of dividend property and the total amount
70 yen per share of common stock (the ordinary dividend of 50 yen and an special dividend of 20 yen), fora total of 449,021,230 yen(iii) Effective date of dividends of surplus
June 30, 2022
Note:

The Company implemented a two-for-one common stock split as of April 1, 2022. As the record date
for the year-end dividend mentioned above is March 31, 2022, dividends will be paid based on thenumber of shares outstanding prior to the stock split (as of March 31, 2022).

-3-

Proposal No. 2: Partial amendments to the Articles of Incorporation
The Company proposes to partially amend the current Articles of Incorporation as follows.
1. Reason for the amendments(1) General meeting of shareholders without specifying a venue (Article 16)
On June 16, 2021, the "Act for Partially Amending the Industrial Competitiveness Enhancement Act andOther Related Acts" (Act No. 70 of 2021) went into effect, and listed companies shall, under certain
conditions specified in their articles of incorporation, be able to hold shareholders meetings without
specifying a venue (a “virtual-only shareholders meeting”), to activate, streamline and facilitate theoperation of the meetings, allowing for flexible response to future changes in social conditions due to
COVID-19 and other contingencies. The Company proposes to amend Article 16 of its Articles ofIncorporation to allow for a virtual-only shareholders meeting to be held without specifying a venue, if theBoard of Directors determines that convening a general meeting of shareholders with a specified venue
may not be appropriate in light of the interests of shareholders.
Prior to submitting this Proposal, the Company has received confirmation from the Minister of Economy,
Trade and Industry and the Minister of Justice necessary for holding a general meeting of shareholders
without specifying a venue.
(2) Measures for providing information in electronic format, etc. (Article 18)
Since the revised provisions provided for in a 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 preparation for the
introduction of the system for providing informational materials for the general meeting of shareholders inelectronic format.
(i)

As the Articles of Incorporation require that electronic provision of information contained in the
Reference Documents for the General Meeting of Shareholders, etc., paragraph 1 of Article 18(Measures for Providing Information in Electronic Format, Etc.) of the Proposed Amendments shallbe established.

(ii) The Company intends to establish paragraph 2 of Article 18 (Measures for Providing Information inElectronic Format, Etc.) of the Proposed Amendments to provide for a restriction on the scope of
information to be delivered to shareholders who requested the delivery of paper-based documents tothe scope specified by the Ministry of Justice Ordinance among the items that constitute the content
of reference documents for the general meeting of shareholders, etc. in electronic format.
(iii) If the electronic provision system for informational materials for the general meeting of shareholders
is introduced, the provisions of Article 18 (Internet Disclosure and Deemed Provision of Reference
Documents of the General Meeting of Shareholders, Etc.) of the current Articles of Incorporation will
no longer be necessary and will be deleted.
(iv) Supplementary Provisions regarding the enforcement of the aforementioned provisions to be newly
established and deleted will be established. These Supplementary Provisions will be deleted after thedue date.

-4-

2. Details of amendments
The details of amendments are as follows.
(Amendments are underlined.)

Current Articles of Incorporation
Chapter III.

Proposed amendments

General Meeting of Shareholders

Chapter III. General Meeting of Shareholders

Article 16 (Place of Calling)
A general meeting of shareholders of the Company
shall be held in Tokyo.

Article 16 (Place of Calling)(1) A general meeting of shareholders of theCompany shall be held in Tokyo.
Provided, however, that this shall not apply tocases where the shareholders meeting is to be ashareholders meeting without specifying a venue
pursuant to the following paragraph.
(2) The Company shall be able to hold a general
meeting of shareholders without specifying avenue.

(Newly established)

Article 18 (Disclosure via the Internet and Deemed
Provision of Reference Documents for Shareholders
Meeting, Etc.)
In convening a General Meeting of Shareholders,the Company may be deemed to have provided
shareholders with information on matters to bestated or indicated in the Reference Documents for
the General Meeting of Shareholders, the Business
Report, the Non-consolidated Financial Statements
and the Consolidated Financial Statements bydisclosing such information via the Internet inaccordance with the provisions of the Ministry ofJustice Ordinance.

-5-(Deleted)

Current Articles of Incorporation

Proposed amendments(Newly established)

Article 18 (Measures for Providing Information inElectronic Format, Etc.)(1) In convening a general meeting of shareholders,the Company shall take measures to provide
information contained in Reference Documents
for the General Meeting of Shareholders, etc. inelectronic format.
(2) The Company may choose not to include in the
documents to be delivered to shareholders who
have requested the delivery of documents by therecord date for voting rights all or part of thematters to be electronically provided that are
specified by the Ministry of Justice Ordinance.

(Newly established)(Supplementary Provisions)(1) The deletion of Article 18 (Disclosure via theInternet and Deemed Provision of Reference
Documents for Shareholders Meeting, Etc.) of the
Articles of Incorporation and the establishment of
Article 18 (Electronic Provision Measures, Etc.)of the Articles of Incorporation shall come into
effect as of September 1, 2022.
(2) Notwithstanding the provision of the preceding
paragraph, Article 18 (Disclosure via the Internetand Deemed Provision of Reference Documents
for Shareholders Meeting, Etc.) of the current
Articles of Incorporation shall remain effective
regarding any general meeting of shareholders
held on a date within six months from September
1, 2022.
(3) The provisions of this Article shall be deleted on
the date when six months have elapsed from
September 1, 2022 or three months have elapsed
from the date of the general meeting ofshareholders in the preceding paragraph,
whichever is later.

-6-

Proposal No. 3: Election of Nine Directors
The terms of office of all nine Directors will expire at the conclusion of this General Meeting of Shareholders.
Accordingly, the Company proposes the election of nine Directors, including three Outside Directors.
The nomination of candidates for Director is based on discussion at the Nomination and Remuneration Advisory
Committee, which consists of a majority of independent Outside Directors.
The candidates for Director are as follows:
Candidate
No.

Name(Date of birth)

Yasutomo Takasu(December 23, 1953)

Career summary, positions and responsibilities in the Company(significant concurrent positions)Apr. 1976
Dec. 1982
Feb. 1986
Sep. 1986
June 2006

1

Joined the Company
Director
Managing Director
President and Representative Director
President and Representative Director, and President andExecutive Officer (current position)

Number of theCompany’s shares held

203,800[Reasons for nomination as a candidate for Director]
Since his appointment as President and Representative Director of the Company in September 1986, Yasutomo Takasu
has demonstrated strong leadership as a senior executive of the Group. Given his track record and skills in terms ofsustainability, marketing, and corporate governance which are also appropriate for someone in the position of theCompany’s Director, the Company judged he is expected to contribute to its sustainable growth and increase corporate
value over the medium to long term, and continued to nominate him as candidate for Director.
Nov. 1983
June 2004
Oct. 2008

Michiya Kameda(December 25, 1955)

2

Joined the Company
Corporate Auditor of KYOKUEIKOUSAN CO., LTD.
General Manager of Finance Dept. of General Affairs
Division
May 2012 Supervisor of ASIA PACIFIC ASAHI CO., LTD.
June 2015 Executive Officer and General Manager of Finance Dept.
of General Affairs Division
June 2016 Director, Executive Officer and General Manager ofFinance Dept. of General Affairs Division
June 2017 Director, Senior Executive Officer and General Manager ofFinance Dept. of General Affairs Division
May 2019 Director of ASAHI ENGINEERING (MALAYSIA)
SDN.BHD. (current position)
June 2019 Director, Managing Executive Officer, General Manager ofGeneral Affairs Division, and General Manager of FinanceDept. of General Affairs Division
June 2020 Director, Senior Managing Executive Officer, and General
Manager of General Affairs Division
May 2021 Director of ASIA PACIFIC ASAHI CO., LTD. (current
position)
June 2021 Director and Vice President, Vice President and Executive
Officer, and General Manager of General Affairs Division(current position)[Significant concurrent positions]
Director of ASIA PACIFIC ASAHI CO., LTD.
Director of ASAHI ENGINEERING (MALAYSIA) SDN.BHD.

5,000[Reasons for nomination as a candidate for Director]
Michiya Kameda was involved in the Accounting Unit of the headquarters for many years. Since assuming the role of
Director of the Company in June 2016, he has engaged in the Group’s management based on his extensive experienceand insights gained in his career. Given his insights and skills in terms of personnel management, risk management anddigital transformation (DX) which are also appropriate for someone in the position of the Company’s Director, theCompany judged he is expected to contribute to its sustainable growth and increase corporate value over the medium tolong term, and continued to nominate him as candidate for Director.

-7-

Candidate
No.

Name
(Date of birth)

Career summary, positions and responsibilities in the Company(significant concurrent positions)Apr. 2009

Ken Nakamura(September 22, 1958)

3

Executive Officer and General Manager of Kyobashi
Branch, Mizuho Bank, Ltd.
May 2012 Director and Vice President of Data Keeping Service CO.,Ltd.
Apr. 2014 Joined the Company, Advisor of Sales Division
June 2014 Director, Managing Executive Officer and Deputy General
Manager of Sales Division
Apr. 2015 Director of ASAHI ENGINEERING (MALAYSIA)
SDN.BHD. (current position)
May 2015 Director of ASIA PACIFIC ASAHI CO., LTD. (current
position)
June 2015 Director, Managing Executive Officer and Deputy General
Manager of Sales Division, in charge of Overseas Sales ofSales Division (current position)[Significant concurrent positions]
Director of ASIA PACIFIC ASAHI CO., LTD.
Director of ASAHI ENGINEERING (MALAYSIA) SDB.BHD.

Number of theCompany’s shares held

4,800

[Reasons for nomination as a candidate for Director]
Ken Nakamura served in several key positions in major financial institutions, etc., and since assuming the role of
Director of the Company in June 2014, he has engaged in the Group’s management based on his extensive experienceand insights gained in his career. Given his insights and skills in terms of marketing, global business, risk management,
and finance which are also appropriate for someone in the position of the Company’s Director, the Company judged heis expected to contribute to its sustainable growth and increase corporate value over the medium to long term, andcontinued to nominate him as candidate for Director.
Mar. 1985
Dec. 2005
Apr. 2009
June 2012

Tsutomu Nakano(May 4, 1958)

4

Apr. 2013

June 2015

Apr. 2017
June 2017
June 2019

Joined the Company
General Manager of Sales Department 2 of Osaka Branch
OfficeGeneral Manager of Sales Department 1 of Osaka Branch
OfficeDeputy General Manager of Osaka Branch Office, General
Manager of Sales Supervision Dept. of Osaka Branch
Office, and General Manager of Sales Dept. 1 of Osaka
Branch Office
Deputy General Manager of Osaka Branch Office, General
Manager of Sales Supervision Dept. of Osaka Branch
Office, and General Manager of Sales Dept. 2 of Osaka
Branch Office
Executive Officer, Deputy General Manager of Osaka
Branch Office, and General Manager of Sales Supervision
Dept. of Osaka Branch Office
Executive Officer and General Manager of Sales Division
Director, Senior Executive Officer, and General Manager ofSales Division
Director, Managing Executive Officer, and General
Manager of Sales Division (current position)

10,600[Reasons for nomination as a candidate for Director]
Tsutomi Nakano worked for the Sales Unit of Installation Work Division for many years. Since assuming the role of
Director of the Company in June 2017, he has engaged in the Group’s management based on his extensive experienceand insights gained in his career. Given his insights and skills in terms of business strategy, DX, and human resource
development which are also appropriate for someone in the position of the Company’s Director, the Company judged heis expected to contribute to its sustainable growth and increase corporate value over the medium to long term, andcontinued to nominate him as candidate for Director.

-8-

Candidate
No.

Name
(Date of birth)

Career summary, positions and responsibilities in the Company(significant concurrent positions)Apr. 1981
Oct. 2010
Oct. 2012

Shinji Kikuchi(January 30, 1959)

June 2017

June 2020
5
June 2021

Joined the Company
General Manager of Design Dept. 1 of Central Branch
General Manager of Design Supervision Dept. of Central
Branch, and General Manager of Design Dept. 1 of Central
BranchExecutive Officer, Deputy General Manager of Central
Branch, and General Manager of Design Supervision Dept.
of Central Branch
Senior Executive Officer and General Manager of Central
BranchDirector, Senior Executive Officer, and General Manager ofCentral Branch (current position)

Number of theCompany’s shares held

3,700

[Reasons for nomination as a candidate for Director]
Shinji Kikuchi worked for the Design Unit of Installation Work Division for many years. Since assuming the role of
Director of the Company in June 2021, he has engaged in the Group’s management based on his extensive experienceand insights gained in his career. Given his insights and skills in terms of business strategy, marketing, and humanresource development which are also appropriate for someone in the position of the Company’s Director, the Company
judged he is expected to contribute to its sustainable growth and increase corporate value over the medium to long term,
continued to nominate him as candidate for Director.
Apr. 1984
Apr. 2009

Mitsuru Hattori(November 30, 1959)

6

Joined the Company
General Manager of Construction Dept. 3 of Osaka Branch
OfficeApr. 2013 General Manager of Safety and Health Management Dept.
of Technology Division
Apr. 2014 General Manager of Construction Management Dept. ofTechnology Division
July 2016
Deputy General Manager of Technology Division, andGeneral Manager of Construction Management Dept. ofTechnology Division
June 2017 Executive Officer, Deputy General Manager of Technology
Division, and General Manager of Construction
Management Dept. of Technology Division
Apr. 2018 Executive Officer and Deputy General Manager ofTechnology Division
June 2019 Director, Executive Officer, and Deputy General Manager
of Technology Division
Apr. 2020 Director, Executive Officer, and General Manager ofTechnology Division
June 2020 Director, Senior Executive Officer, and General Manager ofTechnology Division (current position)
May 2021 Director of ASAHI ENGINEERING (MALAYSIA)
SDN.BHD. (current position)[Significant concurrent positions]
Director of ASAHI ENGINEERING (MALAYSIA) SDN.BHD.

2,400[Reasons for nomination as a candidate for Director]
Mitsuru Hattori worked for Construction Management of Installation Work Division for many years. Since assuming therole of Director of the Company in June 2019, he has engaged in the Group’s management based on his extensive
experience and insights gained in his career. Given his insights and skills in terms of business strategy, DX, and risk
management which are also appropriate for someone in the position of the Company’s Director, the Company judged heis expected to contribute to its sustainable growth and increase corporate value over the medium to long term, andcontinued to nominate him as candidate for Director.

-9-Candidate
No.

Name
(Date of birth)

Career summary, positions and responsibilities in the Company(significant concurrent positions)Sep. 1994

Yukihiko Inoue(November, 4, 1937)

7

Superintendent General of Tokyo Metropolitan Police
Department
June 2002 Director of Tokyo GAS CO., LTD.
Sep. 2003 Director of Japan Guide Dog Association (current position)
June 2006 Outside Director of ASAHI KOGYOSHA CO., LTD.
(current position)
Sep. 2014 Outside Director of Don Quijote Holdings, CO., Ltd.
(currently Pan Pacific International Holdings Corporation)
June 2018 Outside Director of Anicom Holdings, Inc. (current
position)
Feb. 2019 Outside Director of Pan Pacific International Holdings
Corporation (current position)[Significant concurrent positions]
Director of Japan Guide Dog Association
Outside Director of Anicom Holdings, Inc.
Outside Director of Pan Pacific International Holdings Corporation

Number of theCompany’s shares held

0

[Reasons for nomination as a candidate for Outside Director and outline of expected roles]
Since assuming the role of Outside Director of the Company in June 2006, Yukihiko Inoue has given proper
recommendations, etc. concerning the Company’s management from an objective standpoint based on his experience
nurtured through serving in a few key roles including Superintendent General of Tokyo Metropolitan Police Department,
providing supervision and advice, etc. on Directors’ execution of duties especially from a compliance professional
perspective. Mr. Inoue also provides advice and guidance on the nomination of candidates for the Company’s Director
and determination of Director remuneration, etc. as a member of the Nomination and Remuneration Advisory
Committee from an objective and neutral standpoint. Although he has not been involved in corporate management otherthan in his capacity as an outside officer, given his insights and skills in terms of organizational management,sustainability, overseas business experience, and risk management which are appropriate for someone in the position of
the Company’s Director, the Company judged he is expected to carry out his duties as Outside Director appropriately
and contribute to its sustainable growth and increase corporate value over the medium to long term, and continued tonominate him as Outside Director. At the conclusion of this General Meeting of Shareholders, the term of office of Mr.
Inoue will have been sixteen years.

- 10 -

Candidate
No.

Name
(Date of birth)

Career summary, positions and responsibilities in the Company(significant concurrent positions)
July 1987

Keiji Watanabe(January 21, 1943)

8

Representative Partner of Aoyama Audit Corporation(currently PricewaterhouseCoopers Aarata LLC)
Apr. 1996 Representative Partner of Tohmatsu Audit Firm (currently
Deloitte Touche Tohmatsu LLC)
June 2008 Outside Director of ASAHI KOGYOSHA CO., LTD.
(current position)
Mar. 2011 Outside Director of FunaiZaisanConsultants Company,
Limited (currently Aoyama Zaisan Networks Company,
Limited)July 2012
Outside Director of Aoyama Zaisan Networks Company,
Limited (current position)
June 2017 Outside Audit & Supervisory Board Member of Hokuetsu
Kishu Paper Co., Ltd. (currently Hokuetsu Corporation)
Outside Director of SBI Insurance Group CO., Ltd.
(current position)
June 2018 Outside Director of UKAI CO., LTD. (current position)
July 2018
Outside Audit & Supervisory Board Member of Hokuetsu
Corporation (current position)[Significant concurrent positions]
Outside Director of Aoyama Zaisan Networks Company, Limited
Outside Director of SBI Insurance Group CO., Ltd.
Outside Director of UKAI CO., LTD.
Outside Audit & Supervisory Board Member of Hokuetsu Corporation

Number of theCompany’s shares held

0

[Reasons for nomination as a candidate for Outside Director and outline of expected roles]
Since assuming the role of Outside Director of the Company in June 2008, Keiji Watanabe has given proper
recommendations, etc. concerning the Company’s management from an objective standpoint based on his abundantinsights and experience nurtured through serving as a certified public accountant, providing management advice, etc.
especially from a corporate accounting professional perspective. Moreover, as a member of the Nomination andRemuneration Advisory Committee, Mr. Watanabe provides advice and guidance on the nomination of candidates for theCompany’s Director and the determination of Director remuneration, etc. from an objective and neutral standpoint.
Although he has not been involved in corporate management other than in his capacity as an outside officer, given his
insights and skills in terms of corporate governance, sustainability, and global business which are appropriate forsomeone in the position of the Company’s Director, the Company judged he is expected to carry out his duties as
Outside Director appropriately and contribute to its sustainable growth and increase corporate value over the medium tolong term, and continued to nominate him as Outside Director. At the conclusion of this General Meeting of
Shareholders, the term of office of Mr. Watanabe will have been fourteen years.

- 11 -

Candidate
No.

Name
(Date of birth)

Career summary, positions and responsibilities in the Company(significant concurrent positions)
June 1998

Shoji Tamura(July 27, 1948)

9

Director of Fujitsu Business System CO., LTD. (currently
Fujitsu Japan Limited)
June 2007 Senior Managing Director of Fujitsu Business System CO.,LTD.
June 2009 Representative Director and Vice President of FujitsuMarketing Limited (currently Fujitsu Japan Limited)
May 2012 Representative Director of NIHON ASI CO., LTD. (current
position)
Dec. 2012 Director of NIPPON CLOUD CO., LTD. (current position)
June 2020 Outside Director of ASAHI KOGYOSHA CO., LTD.
(current position)[Significant concurrent positions]Representative Director of NIHON ASI CO., LTD.
Director of NIPPON CLOUD CO., LTD.

Number of theCompany’s shares held

0

[Reasons for nomination as a candidate for Outside Director and outline of expected roles]
Since assuming the role of Outside Director of the Company in June 2020, Shoji Tamura has given proper
recommendations, etc. concerning the Company’s management from an objective standpoint based on his experiencethrough engaging in corporate management of a major listed company group, providing management advice, etc.
especially from a professional perspective of corporate management and business operations. Moreover, as a member of
the Nomination and Remuneration Advisory Committee, Mr. Tamura provides advice and guidance on the nomination ofcandidates for the Company’s Director and the determination of Director remuneration, etc. from an objective andneutral standpoint. Given his insights and skills in terms of organizational management, DX, marketing, and risk
management which are appropriate for someone in the position of the Company’s Director, the Company judged he isexpected to carry out his duties as Outside Director appropriately and contribute to its sustainable growth and increase
corporate value over the medium to long term, and continued to nominate him as Outside Director. At the conclusion ofthis General Meeting of Shareholders, the term of office of Mr. Tamura will have been two years.

Note:

1. There is no special interest between any of the candidates and the Company.
2. Messrs. Yukihiko Inoue, Keiji Watanabe and Shoji Tamura are candidates for Outside Director.
3. Messrs. Yukihiko Inoue, Keiji Watanabe, and Shoji Tamura are independent officers as stipulated by
the Tokyo Stock Exchange, and the Company has notified the Exchange accordingly. In the eventthat this proposal is approved as proposed, the Company intends to renew notification to the
Exchange concerning their designation as an independent officer.
4. The Company has concluded agreements with Messrs. Yukihiko Inoue, Keiji Watanabe, and Shoji
Tamura to limit their liability for damages described in Article 423, paragraph 1 of the Companies
Act pursuant to the provisions of Article 427, paragraph 1 of the same Act. In the event that the
proposal is approved as proposed, the Company plans to maintain the current agreements on thesame terms.
5. The Company has entered into a directors’ and officers’ liability insurance (D&O Insurance) contract
with an insurance company pursuant to Article 430-3, paragraph 1 of the Companies Act. An outlineof the terms and conditions of the contract is stated in “3 (3) Outline of the terms and conditions of
D&O insurance” in the Business Report. (Japanese version only) In the event that this proposal isapproved as proposed, they will continue to be insured under the insurance contract. The Company
intends to renew the D&O insurance contract for the next year onward, but may change the terms
and conditions accordingly.
6. The Company implemented a two-for-one common stock split as of April 1, 2022. “Number of theCompany’s shares held” by the above-mentioned candidates represents the number of shares before
the implementation of the stock split (as of March 31, 2022).

- 12 -

(Reference) Board Skills Matrix
The Company has defined skills (knowledge and experience) which are deemed to be important for its Board of
Directors as listed below. Candidates for Director shall be nominated on condition that they have well-balanced,
appropriate skills (knowledge and experience).
[Skills (Knowledge and Experience) Required by the Board of Directors of the Company]
Corporate Management andOrganizational Management

Have an ability to lead the Company’s corporate management and organizational
management based on experience gained through the roles of representative director or
representative of public companies and equivalent companies or organizations

Business Strategy

Have substantial knowledge and experience in the management of the Company’s business
unit which enable the development and implementation of business strategies

Technology and R&D

Have substantial knowledge and experience in construction, manufacturing, R&D, andprocurement which enable the enhancement of technological capabilities and supervision oftechnological units

Sales and Marketing

Have substantial knowledge and experience in sales and marketing which enable theenhancement of sales capabilities and supervision of sales units

Sustainability

Have substantial knowledge and experience in ESG and SDGs which enable the promotion ofsustainable management

DX/IT and Innovation

Have substantial knowledge and experience in DX and IT which enable the promotion of DX
and IT
Moreover, have knowledge and experience required to create new value, products, andframeworks, etc.

Global Business

Have substantial knowledge and experience related to overseas business which enable theenhancement and promotion of global business

Legal Affairs, Risk Management,
GovernanceHave substantial knowledge and experience in legal and compliance affairs, as well as IR andpublicity, etc. which enable risk management and regulatory issues to be handled, and theenhancement of corporate governance, etc.

Finance and Accounting

Have substantial knowledge and experience in finance and accounting which enable thedevelopment and implementation of financial strategies

Personnel Management andHuman Resource Development

Have substantial knowledge and experience in personnel and labor management andemployee education which enable the development and implementation of personnel
strategies and human resource development- 13 -

[Skills (knowledge and experience) offered by candidates for Director of the Company are as follows.]

Name

Yasutomo
TakasuCurrent position at
the Company
President andRepresentative
Director, andPresident andExecutive Officer

Corporate
Management
Business Technology Sales and
DX/IT and
and
Sustainability
Strategy and R&D Marketing
Innovation
Organizational
Management〇〇

Director and Vice
President, and Vice
President andExecutive Officer

KenNakamura

Director andManaging
Executive Officer

Tsutomu
NakanoDirector andManaging
Executive Officer〇

Shinji
Kikuchi

Director and Senior
Executive Officer〇〇

Mitsuru
Hattori

Director and Senior
Executive Officer

〇

〇

Keiji
Watanabe

Shoji
TamuraNote:〇

Personnel
Legal Affairs,
Management
Risk
Finance andand Human
Management, Accounting
Resource
Governance
Development〇(Chairman of theNomination andRemuneration
Advisory Committee)

Michiya
KamedaYukihiko
Inoue

GlobalBusiness

〇

〇

〇

〇

〇

〇

〇

〇

〇

〇

〇

〇
〇

〇

Independent
Outside Director(Member of theNomination andRemuneration
Advisory Committee)

〇

〇

〇

〇

〇

〇

〇

Independent
Outside Director(Member of theNomination andRemuneration
Advisory Committee)

Independent
Outside Director(Member of theNomination andRemuneration
Advisory Committee)

〇

〇

〇

1. The list above does not represent all the skills offered by each candidate.
2. Up to four major skills offered by each candidate are marked with a “〇.”- 14 -〇〇〇