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.

(Securities Code: 5659)
June 9, 2021
To our shareholders:
Motoshi Shinkai
President and CEO
Nippon Seisen Co., Ltd.
4-1-1 Koraibashi, Chuo-ku, Osaka, Japan

Notice of the Annual General Meeting of Shareholders
We are pleased to announce the 91st (fiscal year ended March 31, 2021) Annual General Meeting of Shareholders of
Nippon Seisen Co., Ltd. (hereinafter the “Company”), which will be held as indicated below.
As to this meeting, we respectfully ask, from the perspective of preventing the spread of novel coronavirus disease(COVID-19), that shareholders exercise your voting rights in writing or via the Internet prior to the meeting as muchas possible and refrain from attending the meeting on the day, taking various circumstances into consideration.
This meeting will be live streamed. Shareholders who do not attend the meeting will be able to watch the proceedings
via the Internet. Please utilize our service.
Methods of exercising voting rights are as indicated below. Please review the attached Reference Documents for
General Meeting of Shareholders, and vote by 5:30 p.m. on Monday, June 28, 2021 (JST).
[Voting in Writing]
Please indicate your approval or disapproval of the proposals in the enclosed voting form, and return the form bypostal mail so that it is received by the above deadline.
[Voting via the Internet]
You can vote via the Internet by using a smartphone to read the QR code printed at the bottom right of the enclosed
voting form to access “Smart Voting,” or by accessing the designated voting website of the Company(https://soukai.mizuho-tb.co.jp/). Next, follow the on-screen guide and submit your approval or disapproval of the
proposals by the above deadline. Moreover, when voting via the Internet, please see “Exercise of voting rights via
the Internet” (in Japanese only).
1. Date and Time: Tuesday, June 29, 2021, at 10:00 a.m. (JST)
2. Venue:
Palffy 7F Hotel Monterey Osaka
3-3-45 Umeda, Kita-ku, Osaka, Japan
3. Purpose of the Meeting
Matters to be reported:
1. The Business Report and the Consolidated Financial Statements for the 91st fiscal year (from April 1, 2020
to March 31, 2021), and the results of audits of the Consolidated Financial Statements by the Financial
Auditor and the Audit & Supervisory Board
2. The Non-consolidated Financial Statements for the 91st fiscal year (from April 1, 2020 to March 31, 2021)
Matters to be resolved:
Proposal No. 1
Appropriation of Surplus
Proposal No. 2
Election of Seven Directors
Proposal No. 3
Election of Two Audit & Supervisory Board Members
Proposal No. 4
Election of One Substitute Audit & Supervisory Board Member
Proposal No. 5
Payment of Retirement Benefits for a Retiring Director
Proposal No. 6
Payment of Bonuses to Officers
4. Other Matters Decided upon Convocation(1) For votes submitted in writing, when there is no indication of approval or disapproval of a proposal, it istreated as an approval.
(2) If you have voted in writing via postal mail and via the Internet, your vote made via the Internet shall bevalid. Furthermore, if you vote more than once via the Internet, your most recent vote shall be valid.

-1-

- If attending the meeting in person, please present the enclosed voting form at the reception desk.
- Any amendment to the Reference Documents for General Meeting of Shareholders, Business Report, Non-consolidated Financial
Statements, or Consolidated Financial Statements will be posted on the Company’s website (https://www.n-seisen.co.jp/).

Countermeasures, etc. against the spread of novel coronavirus disease (COVID-19)
To help prevent the spread of COVID-19, we respectfully ask that shareholders refrain from attending the meeting
this year, taking various circumstances into consideration, and consider exercising your voting rights in writing or
via the Internet prior to the meeting as much as possible.
Shareholders who intend to attend the meeting in person are kindly requested to check your health conditions andtake precautions against the infection including wearing a face mask. Please note that we may take countermeasuresagainst the infections at the venue. We appreciate your cooperation.
If future developments necessitate a major change in the way the general meeting of shareholders will be run,shareholders will be informed via the Company’s website below.
https://www.n-seisen.co.jp/*

No souvenirs will be provided to the shareholders attending the general meeting of shareholders.
Your kind understanding is highly appreciated.

-2-

Reference Documents for General Meeting of Shareholders
Proposals and Reference Information
Proposal No. 1

Appropriation of Surplus

The Company proposes the appropriation of surplus as follows:
Year-end dividends
In regards to profit distribution, informed by a comprehensive consideration to factors including consolidated
business performance and the financial position, the Company looks to meet its shareholders’ expectations with aconsolidated dividend payout ratio at a level of approximately 30%.
Furthermore, the Company will allocate funds from internal reserves to be utilized as funds for “further improvementof corporate value,” which includes capital investments, research and development activities, and new businessdevelopment necessary for future long-term strategies.
In regards to the year-end dividends for the 91st fiscal year, while taking into consideration the consolidated businessperformance and the policy mentioned above, the Company proposes to pay a dividend of ¥70 per common share of
the Company, as follows. In this event, the consolidated dividend payout ratio, which is the percentage of dividends
to profit attributable to owners of parent, will be 37.0%.
(1) Type of dividend property
To be paid in cash.
(2) Allotment of dividend property to shareholders and their aggregate amountThe Company proposes to pay a dividend of ¥70 per common share of the Company.
In this event, the total dividends will be ¥429,326,730.
Note:

(3)

Including the interim dividend (¥40 per share), the annual dividend for this fiscal year will total ¥110 per share.

Effective date of dividends of surplus
June 30, 2021

-3-

Proposal No. 2

Election of Seven Directors

At the conclusion of this meeting, the terms of office of all seven currently serving Directors will expire. Therefore,
the Company proposes the election of seven Directors.
The candidates for Director are as follows:
Candidate
No.

Name(Date of birth)(Tenure)Career summary, position and responsibility in the Company,
and significant concurrent positions outside the Company
Apr. 1982
Dec. 2001

1

Number of theCompany’s shares
owned(As of March 31,
2021)

Joined Daido Steel Co., Ltd.
Deputy General Manager of Chita Plant, Steel
Products Division
June 2003
General Manager of Technical Department and
Deputy General Manager of Chita Plant, Steel
Products Division
Apr. 2004
General Manager of Hoshizaki Plant, Steel
Products Division
June 2006
General Manager of Advanced Materials
DivisionJan. 2008
General Manager of Chita Plant, Steel Products
Division
June 2009
Director and General Manager of High Alloy
Materials Division
Motoshi Shinkai
June 2010
Director and General Manager of Procurement
4,615(December 12, 1957)
Division(Tenure: 5 years)
Apr. 2012
Director and General Manager of High
Performance Materials Products Division
June 2012Managing Director
June 2012
Appointed as outside Director of the Company
June 2013
Retired from outside Director
June 2014
Representative Executive Director andExecutive Vice President, Daido Steel Co., Ltd.
June 2015
Representative Executive Director, Executive
Vice President
June 2016Retired from Representative Executive
Director, Executive Vice President
June 2016
President and CEO of the Company (current
position)
Motoshi Shinkai possesses extensive knowledge concerning manufacturing technology of stainless steel through his
experience working as General Manager of the Hoshizaki Plant and General Manager of the Chita Plant at Daido SteelCo., Ltd., and he has an abundance of experience and achievements due to being in charge of management as Directorof Daido Steel Co., Ltd. from June 2009 and as Representative Executive Director and Executive Vice President of
Daido Steel Co., Ltd. from June 2014 to June 2016. Since assuming office as Representative Director of the Company
in June 2016, he has demonstrated strong leadership for achieving the “14th Medium-Term Plan (NSR20),” and has
reliably advanced management reforms which include strengthening corporate governance and ensuring compliance.
Because of the above reasons, the Company has judged that he is appropriate as a management leader who tows longterm strategies for sustained improvement of the corporate value of the Company.

-4-Candidate
No.

Name
(Date of birth)(Tenure)Career summary, position and responsibility in the Company,
and significant concurrent positions outside the Company
Apr. 1984
May 2013

2

3

Number of theCompany’s shares
owned(As of March 31,
2021)

Joined the Company
President and CEO of THAI SEISEN CO.,LTD. (registered as temporary transfer)
Apr. 2016
Executive Officer and Plant Manager of
Hirakata Plant of the Company
Ichiro Takahashi
June 2019
Director, Executive Officer and Plant Manager
1,964(September 14, 1961)
of Hirakata Plant(Tenure: 2 years)
Apr. 2021
Director and Managing Executive Officer(current position)
Primarily in charge of Steel Wire
Manufacturing and in charge of the Researchand Development Department, the Customer
Service Department and Sustainability
Ichiro Takahashi has many years of experience in the manufacturing department, research and development department,
and quality control department since joining the Company in 1984, and has been responsible for management as
President and CEO of THAI SEISEN CO., LTD. since May 2013, as Executive Officer of the Company since April
2016, and as Director and Executive Officer of the Company since June 2019. The Company has judged that he isappropriate as Director of the Company.
Apr. 1982
Joined Daido Steel Co., Ltd.
June 2004
General Manager of Welding Materials
Department, Advanced Materials Division
Apr. 2010
General Manager of Planning and Management
Department of the Company
Mar. 2012
General Manager of Corporate Planning
Department[New election]
Apr. 2014
General Manager of General Affairs
1,932
Department
Yasushi Kato
Apr. 2015
Executive Officer and General Manager of(February 4, 1959)
General Affairs Department
Apr. 2019
Managing Executive Officer and General
Manager of General Affairs Department
Apr. 2021
Managing Executive Officer (current position)
In charge of General Affairs Department,
Information Technology Department andCompliance
Yasushi Kato possesses extensive experience in procurement and sales at Daido Steel Co., Ltd. Since joining theCompany in 2010, he has served as General Manager of Planning and Management Department, General Manager ofCorporate Planning Department, and General Manager of General Affairs Department, and has been responsible formanagement as Executive Officer of the Company since April 2015 and as Managing Executive Officer since April
2019. The Company has judged that he is appropriate as Director of the Company.

-5-

Candidate
No.

Name
(Date of birth)(Tenure)Career summary, position and responsibility in the Company,
and significant concurrent positions outside the Company
Apr. 1977
July 2000
Apr. 2002

Apr. 2004
Mar. 2006
June 2007
Candidate for outside Director
4

Takeshi Hanai(October 16, 1954)(Tenure: 6 years)

Apr. 2008
Apr. 2009
May 2009
Mar. 2010
June 2013

June 2014
June 2014
June 2015
June 2017
June 2020

Joined the Industrial Bank of Japan, Limited(currently Mizuho Bank, Ltd.)
General Manager of International Exchange
Business Division
General Manager of Corporate Banking
Division No. 4 of Central Branch, Mizuho
Corporate Bank, Ltd. (currently Mizuho Bank,
Ltd.)
Executive Officer and General Manager of
Shanghai BranchManaging Executive Officer and Head of Asia
& Oceania
Managing Executive Officer, Chairman ofMizuho Corporate Bank (China), Ltd. and
Chief Regional Representative of Mizuho
ChinaManaging Executive Officer and Head ofCorporate Banking
Advisor (retired in April 2009)Managing Executive Officer, Rakuten Inc.
Director and Managing Executive Officer(retired in July 2011)
Outside Audit & Supervisory Board Member,NEXT Co., Ltd. (currently LIFULL Co., Ltd.)(current position)
Outside Director, ASICS Corporation (retired in
March 2020)
Outside Director, Maruwn Corporation (retired
in June 2020)
Outside Director of the Company (current
position)
Outside Director, TATSUTA Electric Wire andCable Co., Ltd. (current position)
Outside Director, geechs inc. (current position)-6-

Number of theCompany’s shares
owned(As of March 31,
2021)

1,895

Number of theCompany’s shares
Career summary, position and responsibility in the Company,
Candidateowned
and significant concurrent positions outside the Company
No.
(As of March 31,
2021)
The reasons Takeshi Hanai is a candidate for outside Director are that he possesses an abundance of experience andachievements in business administration due to his being involved in the management of other companies for many
years, such as Rakuten Inc., after joining and then maintaining important positions including Executive Officer andManaging Executive Officer at the Industrial Bank of Japan, Limited (currently Mizuho Bank, Ltd.), and that theCompany expects that his experience and insight would be reflected in management measures, especially those aimed atstrengthening corporate governance.
In addition, as outside Director of the Company, he has made accurate proposals on the Company’s management from astandpoint independent of the Company. The Company has judged that his monitoring and supervision of theCompany’s management based on his broad experience and advanced insight will contribute to ensuring the fairness of
the Company’s management, and therefore proposes his reelection as outside Director.
If the reelection of Takeshi Hanai is approved, the Company plans for him to be involved in the decision-making
process for nomination of candidates for officer and remuneration of officers of the Company from an objective andneutral perspective as a member of the Corporate Governance Committee.
Notes: 1. Takeshi Hanai is a candidate for outside Director. The Company has submitted notification to the Tokyo
Stock Exchange that Takeshi Hanai has been designated as an independent officer. If his reelection isapproved, the Company plans to maintain the aforementioned notification.
2. Takeshi Hanai has worked at Mizuho Bank, Ltd., a major financing institution of the Company, but morethan 12 years have passed since he retired from that bank.
3. Takeshi Hanai maintains concurrent positions as outside Director of TATSUTA Electric Wire and Cable
Co., Ltd. and geechs inc. and as outside Audit & Supervisory Board Member of LIFULL Co., Ltd. There
are no special interests between any of those companies and the Company.
4. Pursuant to the provisions of the Company’s Articles of Incorporation and Article 427, paragraph 1 of theCompanies Act, the Company has entered into an agreement with Takeshi Hanai, to limit his liability fordamages under Article 423, paragraph 1 of the Companies Act to the amount stipulated by laws andregulations. If his reelection is approved, the Company plans to maintain the same limited liability
agreement with him.
Name
(Date of birth)(Tenure)-7-

Candidate
No.

Name
(Date of birth)(Tenure)Career summary, position and responsibility in the Company,
and significant concurrent positions outside the Company
Apr. 1971
Mar. 1992
May 1999
May 2002
May 2003

June 2005
May 2006
Candidate for outside Director
5

Masaaki Takizawa(August 8, 1948)(Tenure: 5 years)

May 2007

May 2008

June 2008
May 2012

May 2013
June 2016

Joined Okaya & Co., Ltd.
Manager of New York Office, Okaya (U.S.A.),
Inc.
Senior General Manager of International Trade
Division, Okaya & Co. Ltd.
Member of the Board and Senior General
Manager of International Trade Division
Member of the Board, in charge of Overseas
Related Business and Overseas Office andSenior General Manager of International Trade
Division
Part-time Audit & Supervisory Board Member,
Brother Industries, Ltd.
Member of the Board, Okaya & Co., Ltd., incharge of Living Related Products andOverseas Business Including Overseas
Subsidiaries and General Manager of Overseas
Related Business
Member of the Board, in charge of Living
Related Products and Overseas Related
Business and Submanager of Tokyo Head
OfficeMember of the Board, Okaya & Co., Ltd.
Chief Executive Officer and President, Okaya(U.S.A.), Inc.
Retired from Part-time Audit & Supervisory
Board Member, Brother Industries, Ltd.
Retired from Member of the Board, Okaya &Co., Ltd.
Retired from President and Chief Executive
Officer, Okaya (U.S.A.), Inc.
Advisor, Okaya (U.S.A.), Inc.
Retired from Advisor
Outside Director of the Company (current
position)-8-

Number of theCompany’s shares
owned(As of March 31,
2021)

200

Number of theCompany’s shares
Career summary, position and responsibility in the Company,
Candidateowned
and significant concurrent positions outside the Company
No.
(As of March 31,
2021)
The reasons Masaaki Takizawa is a candidate for outside Director are that he possesses an abundance of experience andachievements in business administration due to his being involved in the management for many years as Member of theBoard of Okaya & Co., Ltd. and as Chief Executive Officer and President of Okaya (U.S.A.), Inc. from May 2002, after
joining and then maintaining important positions in the sales and international trade divisions at Okaya & Co., Ltd., andthat the Company expects that his experience and insight would be reflected in management measures, especially thosefor the global development of its business.
In addition, as outside Director of the Company, he has made accurate proposals on the Company’s management from astandpoint independent of the Company. The Company has judged that his monitoring and supervision of theCompany’s management based on his broad experience and advanced insight will contribute to ensuring the fairness of
the Company’s management, and therefore proposes his reelection as outside Director.
If the reelection of Masaaki Takizawa is approved, the Company plans for him to be involved in the decision-making
process for nomination of candidates for officer and remuneration of officers of the Company from an objective andneutral perspective as a member of the Corporate Governance Committee.
Notes: 1. Masaaki Takizawa is a candidate for outside Director. The Company has submitted notification to theTokyo Stock Exchange that Masaaki Takizawa has been designated as an independent officer. If his
reelection is approved, the Company plans to maintain the aforementioned notification.
2. Masaaki Takizawa is a former Member of the Board of Okaya & Co., Ltd., the group with which theCompany has transactions. However, the amount of transactions is less than 3% of the Company’s
consolidated sales of this fiscal year, and the Company has judged that such transactions do not affect his
independence.
3. Pursuant to the provisions of the Company’s Articles of Incorporation and Article 427, paragraph 1 of theCompanies Act, the Company has entered into an agreement with Masaaki Takizawa, to limit his liability
for damages under Article 423, paragraph 1 of the Companies Act to the amount stipulated by laws andregulations. If his reelection is approved, the Company plans to maintain the same limited liability
agreement with him.
Name
(Date of birth)(Tenure)-9-

Candidate
No.

Name
(Date of birth)(Tenure)Career summary, position and responsibility in the Company,
and significant concurrent positions outside the Company
Apr. 1989
Apr. 201767

Notes:

Number of theCompany’s shares
owned(As of March 31,
2021)

Joined Daido Steel Co., Ltd.
General Manager of Nagoya Marketing & Sales
Department, Automotive Steel Business Unit
Apr. 2020
Executive Officer, General Manager of Osaka
Branch and General Manager of Stainless,Masayasu Nukushina
Bearing & Industrial Machinery Steel Business(March 26, 1966)
0Unit(Tenure: 1 year)
June 2020
Director of the Company (current position)
June 2021
Executive Officer, Deputy General Manager of
Steel Business Division and General Manager
of Osaka Branch, Daido Steel Co., Ltd. (current
position)
Masayasu Nukushina possesses extensive knowledge and experience concerning domestic sales and exports of stainlesssteel, due to his work experience as General Manager of Nagoya Marketing & Sales Department of Automotive SteelBusiness Unit and General Manager of Stainless, Bearing & Industrial Machinery Steel Business Unit at Daido SteelCo., Ltd., and the Company has judged that his extensive experience and profound knowledge would be reflected in the
management of the Company.
Note: Daido Steel Co., Ltd. is the parent company of the Company, and it is an important supplier of raw materials.
Apr. 1990
Joined Daido Steel Co., Ltd.
June 2014
Deputy General Manager of Hoshizaki Plant,
Stainless & High Alloy Materials Department,
High Performance Materials Products Division
Apr. 2018
General Manager of Production Technology
Takeshi Watanabe
Management Department(March 28, 1967)
0(Tenure: 2 years)
Apr. 2019
General Manager of Hoshizaki Plant
June 2019
Director of the Company (current position)
June 2021
General Manager of Hoshizaki Plant, Steel
Production Division, Daido Steel Co., Ltd.
(current position)
Takeshi Watanabe possesses extensive knowledge and experience concerning manufacturing technology of stainlesssteel, due to his work experience as General Manager of Production Technology Management Department and General
Manager of Hoshizaki Plant at Daido Steel Co., Ltd., and the Company has judged that his extensive experience andprofound knowledge would be reflected in the management of the Company.
Note: Daido Steel Co., Ltd. is the parent company of the Company, and it is an important supplier of raw materials.
1. There is no special interest between any of the candidates and the Company.
2. The Number of the Company’s shares owned includes the number of shares owned by each candidate through the Officers’
shareholder association at Nippon Seisen.
3. 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, under which all Directors of the Company are insureds. The policy covers losses that may arise
from the insured’s assumption of liability incurred in the course of the performance of duties as a Director, or receipt ofclaims pertaining to the pursuit of such liability.
If a candidate is elected and assumes office as a Director, the Company plans to make them an insured under the insurance
policy, and the policy will be renewed with the same terms at the next renewal.

- 10 -

Proposal No. 3

Election of Two Audit & Supervisory Board Members

At the conclusion of this meeting, Audit & Supervisory Board Member Yukitomo Nakagawa will resign, and theterm of office of Audit & Supervisory Board Member Shinichi Sasayama will expire. Therefore, the Company
proposes the election of two Audit & Supervisory Board Members.
In addition, the consent of the Audit & Supervisory Board has been obtained for the submission of this proposal.
The candidates for Audit & Supervisory Board Member are as follows:
Candidate
No.

Name(Date of birth)

Career summary, position in the Company, and significant
concurrent positions outside the Company
Apr. 1982
Apr. 2009
Oct. 2011
Apr. 2013
Apr. 2015

1

Number of theCompany’s shares
owned(As of March 31,
2021)

Joined the Company
General Manager of Materials Department[New election]
General Manager of Purchasing Department
1,555
General Manager of Sales Planning Department
Toshiyuki Tsuda
Executive Officer and General Manager of(January 6, 1960)
Sales Administration Department
Apr. 2021
Full-time Advisor (current position)
Toshiyuki Tsuda has extensive work experience in domestic sales, material purchasing, and sales planning since joining
the Company in 1982, and has been responsible for management as Executive Officer since April 2015. The Company
has judged that he is appropriate as Audit & Supervisory Board Member of the Company.
Note: 1. Toshiyuki Tsuda will be elected as a substitute Audit & Supervisory Board Member. Therefore, in
accordance with the provisions of the Company’s Articles of Incorporation, his term of office will be until
the time the term of office of the Audit & Supervisory Board Member who retired from office is to expire.

- 11 -

Candidate
No.

Name
(Date of birth)

Career summary, position in the Company, and significant
concurrent positions outside the Company
Apr. 1980
Dec. 2004

2

Notes:

Number of theCompany’s shares
owned(As of March 31,
2021)

Joined Nippon Yakin Kogyo Co., Ltd.
General Manager of General Affairs
Department, YAKIN Kawasaki Co., Ltd.
June 2007
General Manager of Materials Department,
Nippon Yakin Kogyo Co., Ltd.
Apr. 2009
General Manager of General Affairs
Department
Candidate for outside Audit &June 2010
Director
Supervisory Board Member
June 2012Managing Executive Officer and Deputy[New election]
0
General Plant Manager of Kawasaki Plant
June 2013
Managing Executive Officer (retired in June
Tadashi Hasegawa
2016)(October 22, 1956)
June 2016
Managing Director, NAS CREATE CO., LTD.
(retired in June 2020)
July 2016
Director, NAS ENGINEERING CO., LTD.
(retired in June 2020)
June 2020
Audit & Supervisory Board Member, NAS
TRADING Co., Ltd. (current position, to be
retired in June 2021)
The reasons Tadashi Hasegawa is a candidate for outside Audit & Supervisory Board Member are that he joined Nippon
Yakin Kogyo Co., Ltd. and held important positions in the General Affairs Department and the Materials Department,
and having been involved in the company and its group companies as a Director, Executive Officer and Audit &Supervisory Board Member since June 2010, has abundant experience and a track record in corporate management,
based on which the Company has judged that his broad experience and advanced insight would be reflected in theauditing duties of the Company.
Notes: 1. Tadashi Hasegawa is a candidate for outside Audit & Supervisory Board Member. He satisfies therequirements for an independent officer as provided for by the Tokyo Stock Exchange, and if he is elected
as Audit & Supervisory Board Member, the Company plans to submit notification to the Exchange that hehas been designated as an independent officer.
2. Tadashi Hasegawa is a former Director of Nippon Yakin Kogyo Co., Ltd., the group with which theCompany has transactions. However, the amount of transactions is less than 3% of the Company’s
consolidated sales of this fiscal year, and the Company has judged that such transactions do not affect his
independence.
3. If Tadashi Hasegawa is elected as Audit & Supervisory Board Member, pursuant to the provisions of theCompany’s Articles of Incorporation and Article 427, paragraph 1 of the Companies Act, the Company
plans to enter into an agreement with him to limit his liability for damages under Article 423, paragraph 1of the Companies Act to the amount stipulated by laws and regulations.
1. There is no special interest between any of the candidates and the Company.
2. The Number of the Company’s shares owned includes the number of shares owned by each candidate through the Officers’
shareholder association at Nippon Seisen.
3. 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, under which all Audit & Supervisory Board Members of the Company are insureds. The policy
covers losses that may arise from the insured’s assumption of liability incurred in the course of the performance of duties
as an Audit & Supervisory Board Member, or receipt of claims pertaining to the pursuit of such liability.
If each candidate is elected and assumes office as an Audit & Supervisory Board Member, the Company plans to makeeach of them an insured under the insurance policy, and the policy will be renewed with the same terms at the next renewal.

- 12 -

Proposal No. 4

Election of One Substitute Audit & Supervisory Board Member

The Company proposes the election of one substitute Audit & Supervisory Board Member to be ready to fill a vacant
position should the number of Audit & Supervisory Board Members fall below the number required by laws andregulations.
In addition, the consent of the Audit & Supervisory Board has been obtained for the submission of this proposal.
The candidate for substitute Audit & Supervisory Board Member is as follows:
Name(Date of birth)
Candidate for outside Audit &Supervisory Board Member

Career summary and significant concurrent positions outside the Company

Apr. 2000

Registered with Osaka Bar Association, joined Midosuji
Legal Profession Corporation
Retired from Midosuji Legal Profession Corporation
Established Legal Solution Law Office (to present)

Number of theCompany’s shares
owned(As of March 31,2021)

0
Sept. 2007
Shosaku Minami
Oct. 2007(June 8, 1972)
The reasons Shosaku Minami is a candidate for substitute outside Audit & Supervisory Board Member are that although he has
never been involved in the management of a company, his extensive experience as an attorney at law and his fostered legal
knowledge would be utilized in the auditing of the Company, and that the Company has judged that he would be able toappropriately fulfill the duties as outside Audit & Supervisory Board Member.
Notes: 1. There is no special interest between Shosaku Minami and the Company.
2. Shosaku Minami is a candidate for substitute outside Audit & Supervisory Board Member. He satisfies the requirements
for an independent officer as provided for by the Tokyo Stock Exchange, and the Company plans to submit notification
to the Exchange that he has been designated as an independent officer if he assumes the office of Audit & Supervisory
Board Member.
3. There is no advisory contract between Legal Solution Law Office and the Company. Nor are there any regulartransactions between them.
4. If Shosaku Minami assumes the office of Audit & Supervisory Board Member, pursuant to the provisions of theCompany’s Articles of Incorporation and Article 427, paragraph 1 of the Companies Act, the Company plans to enter
into an agreement with him to limit his liability for damages under Article 423, paragraph 1 of the Companies Act to theamount stipulated 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, under which all Audit & Supervisory Board Members of the Company are insureds.
The policy covers losses that may arise from the insured’s assumption of liability incurred in the course of theperformance of duties as an Audit & Supervisory Board Member, or receipt of claims pertaining to the pursuit of suchliability. In the event that the said candidate is elected and assumes office as an Audit & Supervisory Board Member, theCompany plans to make the candidate an insured under the insurance policy, and the policy will be renewed with thesame terms at the next renewal.

- 13 -

Proposal No. 5

Payment of Retirement Benefits for a Retiring Director

As compensation for his services during his tenure, the Company proposes the payment of retirement benefits within
the limit of the amount stipulated in the standard criteria established by the Company to Yasuaki Akita, who will
retire from his post as Director at the conclusion of this meeting. The specific amount, timing and method of payment
are proposed to be entrusted to the Board of Directors.
As stated on pages 18 to 19 of this notice (in Japanese only), the Company has established a policy for determining
the details of remuneration, etc. of individual Directors, and this proposal is in line with the policy. The Company
does not plan to change the policy even if this proposal is approved. The contents of this proposal have been
deliberated at the Corporate Governance Committee and determined by the Board of Directors. The Company
believes that the contents are appropriate.
His career summary is as follows:
Name
Yasuaki Akita

June 2014

Career summary
Director of the Company (to present)- 14 -

Proposal No. 6

Payment of Bonuses to Officers

In consideration of the business results of this fiscal year, the Company proposes the payment of bonuses to officers
totaling ¥26,000,000, to the three full-time Directors as of the end of this fiscal year.
Furthermore, the amounts to be paid to each Director are proposed to be entrusted to the Board of Directors.
As stated on pages 18 to 19 of this notice (in Japanese only), the Company has established a policy for determining
the details of remuneration, etc. of individual Directors, and this proposal is in line with the policy. The Company
does not plan to change the policy even if this proposal is approved. The contents of this proposal have been
deliberated at the Corporate Governance Committee and determined by the Board of Directors. The Company
believes that the contents are appropriate.

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