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 otherforms of damages arising from the translation.
(Stock Exchange Code 6013)
June 3, 2020
To Shareholders with Voting Rights:
Hiroaki Nanjo
President and CEO
TAKUMA CO., LTD.
2-2-33, Kinrakuji-cho, Amagasaki, Hyogo,
Japan

NOTICE OF CONVOCATION OF
THE 116TH ANNUAL GENERAL MEETING OF SHAREHOLDERS
Dear Shareholders:
We would like to express our appreciation for your continued support and patronage.
Please be informed that the 116th Annual General Meeting of Shareholders of TAKUMA CO., LTD.
(the “Company”) will be held for the purposes as described below.
In order to prevent the spread of coronavirus disease (COVID-19), we would like to ask all ourshareholders to refrain from attending this General Meeting of Shareholders, and exercise your voting rights
in advance in the following methods as much as possible.
[Exercise of Voting Rights by Mail]
Please indicate your vote for or against the proposals on the enclosed Voting Rights Exercise Form andreturn it so that it is received by 5:00 p.m. on Wednesday, June 24, 2020 Japan time.
[Exercise of Voting Rights via the Internet, etc.]
Please see the “Guide to Exercising Voting Rights via the Internet, etc.” on page 3, and input your vote foror against the proposals on the designated website by 5:00 p.m. Wednesday, June 24, 2020 Japan time. The
website is available only in Japanese.
1. Date and Time:Thursday, June 25, 2020 at 10:00 a.m. Japan time
(Reception beings at 9:20 a.m. Japan time)

2. Place:

Main Meeting Room, 1st Floor, Head Office of the Company
2-2-33, Kinrakuji-cho, Amagasaki, Hyogo, Japan

3. Agenda of the Meeting:
Matters to be reported: 1. The Business Report, Consolidated Financial Statements and Nonconsolidated Financial Statements for the Company’s 116th Fiscal Year (April
1, 2019 - March 31, 2020)
2. The results of audits by the Accounting Auditor and the Audit & Supervisory
Committee of the Consolidated Financial Statements for the Company’s 116th
Fiscal Year
Matters for resolution:
Appropriation of Surplus
Proposal 1:
Election of Six (6) Directors (excluding Audit & Supervisory Committee
Proposal 2:
Members)
Election of Four (4) Directors who are Audit & Supervisory Committee
Proposal 3:
Members-1-

◎ When attending the meeting, please submit the enclosed Voting Rights Exercise Form at the reception desk.
◎ On the day of the meeting, representatives of the Company will be dressed in light attire (“Cool Biz”).
◎ On the day of the meeting, in order to prevent the spread of COVID-19, our officers and operation staff will
be wearing masks. We appreciate your understanding to this response. For our shareholders, we would liketo seek your cooperation to prevent the spread of the disease by wearing your mask, etc.
In addition, before entering the venue, we will place hand sanitizer for disinfection and take temperatures ofthe shareholders who seem to be in poor physical condition. We request your cooperation to this matter.
Please kindly note, that for shareholders who may not cooperate in wearing mask at the venue anddisinfecting your hand, and those who seem to be in poor physical condition may be requested not to enterthe venue from the perspective of preventing the spread of COVID-19.
◎ Should the Reference Documents for the General Meeting of Shareholders, the Business Report and theConsolidated Financial Statements and Non-consolidated Financial Statements require revisions, the revised
versions will be posted on the Company’s website (https://www.takuma.co.jp/).

-2-

Guide to Exercising Voting Rights via the Internet, etc.
1. Exercising voting rights via the Internet, etc.
(1) By using “Smart Voting”(i) Please scan the QR code*1 printed along the right side of the attached Voting Rights Exercise Formby smartphones, etc.*2, access to the “Smart Voting” website as designated by the Company and follow
the on-screen instructions to enter your vote for or against the proposals (no need to enter voting rights
exercise code (ID) and password).
(ii) Exercising your voting rights using “Smart Voting” is limited to one time.
If you wish to revise your vote after exercising your voting rights by “Smart Voting, please follow the
instruction (2) described below.

(2) By entering voting rights exercise code (ID) and password
Please access “Voting Rights Exercise Website” (URL below) designated by the Company, login with thevoting rights exercise code and password printed along the right side of the attached Voting Rights
Exercise Form, and follow the on-screen instructions. To ensure security, you are required to change thepassword upon the initial login.
https://soukai.mizuho-tb.co.jp/(3) The exercise deadline is 5:00 p.m. on Wednesday, June 24, 2020, Japan time. We suggest that you exercise
your voting rights ahead of time.
(4) In the event that voting rights are exercised both by mail and via the Internet, etc., the vote cast via theInternet, etc. shall be deemed valid. If votes are cast multiple times via the Internet, etc., the most recent
vote cast shall be deemed valid.
(5) The password (including those changed by the shareholder) is valid only for this meeting. A new password
will be issued at the time of the next general meeting of shareholders.
(6) Expenses associated with connecting to the Internet, etc. shall be borne by the shareholder.
(Attention) The password is a method to confirm the identity of the person voting. The Company will never ask foryour password.
 If the password is mistaken a certain number of times, it will become locked and unusable. In the event ofa lock, please follow the on-screen instructions.
 Although the Voting Rights Exercise Website has been tested to function with general Internet connection
devices, it may not be available depending on the device used.
(Reference)
If an application has been made in advance, shareholders may use the “Electronic Voting System Platform”
for institutional investors managed by ICJ, Inc.
2. Inquiries
For any inquiries, please contact the Stock Transfer Agency Department, Mizuho Trust & Banking Co., Ltd.
(below), the shareholder registry administrator.
(1) For inquiries regarding how to use “Smart Vote” and “Voting Rights Exercise Website”
Toll-free (within Japan): 0120-768-524 (Weekdays, 9:00 to 21:00)(2) For all other inquiries regarding the administration of shares
Toll-free (within Japan): 0120-288-324 (Weekdays, 9:00 to 17:00)*1. “QR code” is a registered trademark of DENSO WAVE INCORPORATED.
*2. Requires application (or feature) to be implemented in order to scan QR code.

-3-Reference Documents for the General Meeting of Shareholders
Proposals and references
Proposal 1:

Appropriation of Surplus

In comprehensive consideration of business results, etc., the Company proposes to pay year-end dividends
for the fiscal year under review as follows.
Items related to the year-end dividend(1) Type of dividend property
Cash(2) Items related to the allocation of dividend property to shareholders and its total amount18 yen per common share
Total amount of 1,460,557,908 yen(3) Effective date of distribution of surplus
June 26, 2020
Additionally, if this Proposal is approved as originally proposed, annual dividends, including interim dividends,
will be 31 yen per share.

-4-

Proposal 2:

Election of Six (6) Directors (excluding Audit & Supervisory Committee Members)

The terms of office of all six (6) Directors (excluding Audit & Supervisory Committee Members) will expire
at the conclusion of this Annual General Meeting of Shareholders. Accordingly, the election of six (6) Directors(excluding Audit & Supervisory Committee Members) is proposed.
Additionally, upon considering this Proposal, the Audit & Supervisory Committee has reported that theprocedures and content related to its determination are appropriate.
The candidates for Director (excluding Audit & Supervisory Committee Members) are as follows.
No.

Posts, responsibility in the Company
and significant concurrent positions

Name

Attendance at Boardof Directors
meetings(Fiscal 2019)1

Takaaki Kato

Re-election

Director & Chairman Executive Officer

17 out of 17
meetings(100%)

2

Hiroaki Nanjo

Re-election

President and Representative Director & Chief Executive
Officer

17 out of 17
meetings(100%)

3

Kengo Numata

Re-election

Director & Executive Vice President
Executive Manager of Corporate Planning & Administration
Division

17 out of 17
meetings(100%)

4

Tsuyohito Nishiyama Re-election

Director & Senior Managing Executive Officer
Executive Manager of Corporate Marketing Group and
Executive Manager of Business Administration Division

17 out of 17
meetings(100%)

5

Hideki Takeguchi

Re-election

Director & Senior Managing Executive Officer
Executive Manager of Engineering Group and
Executive Manager of Management Center17 out of 17
meetings(100%)

6

Koji Tanaka

Re-election

Director & Executive Officer
Executive Manager of Compliance & CSR Promotion Division
and Executive Manager of Corporate Services Division

17 out of 17
meetings(100%)

-5-

No.

Name
(Date of birth)

Career summary, posts, responsibility in the Company
and significant concurrent positions
April 1977
April 2008

June 2008
April 2011
April 2013
April 2019

Joined the Company
Executive Officer of the Company
Executive Manager of Corporate Planning & Administration
Division
Director & Executive Officer of the Company
Director & Managing Executive Officer of the Company
President and Representative Director & Chief Executive
Officer
Director & Chairman Executive Officer (up to the present)

Number ofCompany’s
shares owned

29,688 shares

1
Takaaki Kato
(Jan. 26, 1954)
Re-election[Reasons for nomination as a candidate for Director]
Mr. Takaaki Kato has mainly been engaged in the corporate planning division and the marketing division. He currently
serves as Chairman Executive Officer after supervising the overall management as Chief Executive Officer. He possesses
abundant experience and knowledge regarding operations and management of the Company. The Company proposes his reappointment as a candidate for Director with the expectation that he would play an appropriate role in determining
important matters at the Board of Directors and management supervision utilizing this experience and knowledge.
April 1982
Joined the Company
April 2009
General Manager of Environmental Engineering Department 1,
Project Center, Engineering Group
September 2010 General Manager of Energy Engineering Department 1, ProjectCenter, Engineering Group
April 2013
Executive Officer of the Company
Deputy Executive Manager of Project Center, Engineering Groupand General Manager of Energy Engineering Department 1
19,745 shares
April 2014
Executive Manager of Project Center, Engineering Group2

Hiroaki Nanjo(Nov. 21, 1959)
Re-election

June 2015

Director & Executive Officer of the Company

April 2016

Director & Managing Executive Officer of the Company
Executive Manager of Engineering Group and Executive
Manager of Management Center
April 2018
Director & Senior Managing Executive Officer
April 2019
President and Representative Director & Chief Executive Officer(up to the present)[Reasons for nomination as a candidate for Director]
Mr. Hiroaki Nanjo has mainly been engaged in the Planning Technology Division, and currently supervises the overallmanagement as Chief Executive Officer, after serving as a Director & Senior Managing Executive Officer and Executive
Manager of the Engineering Group. He possesses abundant experience and knowledge regarding operations andmanagement of the Company. The Company proposes his re-appointment as a candidate for Director with the expectationthat he would play an appropriate role in determining important matters at the Board of Directors and management
supervision utilizing this experience and knowledge.

-6-

No.

Name
(Date of birth)

Career summary, post, responsibility in the Company
and significant concurrent positions

Joined The Dai-Ichi Kangyo Bank, Ltd. (currently Mizuho
Bank, Ltd.)
General Manager of the Nihonbashi Branch, Mizuho Bank, Ltd.
April 2004
Left Mizuho Bank, Ltd.
January 2006
Managing Director of Mizuho Capital Co., Ltd.
March 2006
Left Mizuho Capital Co., Ltd.
May 2009
Executive Officer of TAKUMA Co., Ltd.
June 2009
Deputy Executive Manager of Energy & Waste Treatment Plant
Division, Corporate Marketing Group and Executive Manager ofTokyo Office
Managing Executive Officer of the Company
April 2011
Kengo Numata
Executive Manager of Business Administration Division,(Dec. 22, 1955)
Corporate Marketing Group and Executive Manager of Tokyo
Re-election
OfficeJune 2011
Director & Managing Executive Officer of the Company
21,647 shares
April 2012
Deputy Executive Manager of Corporate Marketing Group,
Executive Manager of Business Administration Division andExecutive Manager of Tokyo OfficeDirector & Senior Managing Executive Officer of the Company
April 2013
Executive Manager of Corporate Marketing Group, Executive
Manager of Business Administration Division and Executive
Manager of Tokyo Office
Executive Manager of Corporate Marketing Group, Executive
April 2017Manager of Business Administration Division, Executive
Manager of Environmental Plant Division and Executive
Manager of Tokyo OfficeDirector & Executive Vice President (up to the present)
April 2018
Executive Manager of Corporate Planning & Administration
April 2019
Division and Executive Manager of Tokyo Office
Executive Manager of Corporate Planning & Administration
June 2019
Division (up to the present)[Reasons for nomination as a candidate for Director]
Mr. Kengo Numata currently serves as an Executive Vice President and Executive Manager of Corporate Planning &Administration Division who supervises finance and formulation and implementation of corporate plans, after serving as
Executive Manager of the Business Administration Division and Executive Manager of the Corporate Marketing Group.
He possesses abundant experience and knowledge regarding operations and management of the Company. The Company
proposes his re-appointment as a candidate for Director with the expectation that he would play an appropriate role indetermining important matters at the Board of Directors and management supervision utilizing this experience andknowledge.
April 1978

3

Number ofCompany’s
shares owned

-7-

No.

Career summary, post, responsibility in the Company
and significant concurrent positions

Name(Date of birth)
April 1985
April 2012

4

Number ofCompany’s
shares owned

Joined the Company
General Manager of Project Administration Department 1,
Business Administration Division, Corporate Marketing Group
April 2014
General Manager of Corporate Planning Department, Corporate
Planning & Administration Division
April 2015
Executive Officer of the Company
Deputy Executive Manager of Corporate Planning &Administration Division and General Manager of Corporate
Planning Department
11,608 shares
April 2016
Executive Manager of Corporate Planning & Administration
Tsuyohito Nishiyama
Division(Apr. 23, 1961)
June 2016
Director & Executive Officer of the Company
Re-election
April 2018
Director & Managing Executive Officer
April 2019
Director & Senior Managing Executive Officer (up to thepresent)
Executive Manager of Corporate Marketing Group and
Executive Manager of Business Administration Division (up to
the present)[Reasons for nomination as a candidate for Director]
Mr. Tsuyohito Nishiyama has mainly been engaged in the Business Administration Division, the Marketing Division and
the Corporate Planning & Administration Division, and currently serves as a Senior & Managing Executive Officer andExecutive Manager of Corporate Marketing Group that supervises overall marketing. He possesses abundant experienceand knowledge regarding operations and management of the Company. The Company proposes his re-appointment as a
candidate for Director with the expectation that he would play an appropriate role in determining important matters at theBoard of Directors and management supervision utilizing this experience and knowledge.

-8-

No.

Career summary, post, responsibility in the Company
and significant concurrent positions

Name(Date of birth)

Number ofCompany’s
shares owned

April 1985
April 2012

5

6

Joined the Company
Deputy General Manager of Environmental Engineering
Department 1, Project Center, Engineering Group
April 2014
General Manager of Environmental Engineering Department 1,
Project Center, Engineering Group
April 2015
Executive Officer of the Company
Deputy Executive Manager of Project Center, EngineeringGroup and General Manager of Environmental Engineering
11,695 shares
Department 1
April 2016
Executive Manager of Project Center, Engineering Group
Hideki Takeguchi
June 2016
Director & Executive Officer of the Company(Mar. 4, 1962)
April 2018
Director & Managing Executive Officer
Re-election
April 2019
Director & Senior Managing Executive Officer (up to thepresent)
Executive Manager of Engineering Group and Executive
Manager of Management Center (up to the present)[Reasons for nomination as a candidate for Director]
Mr. Hideki Takeguchi has mainly been engaged in the Planning Technology Division, and currently serves as a Director &Senior Managing Executive Officer and Executive Manager of Engineering Group that supervises the overall technology.
He possesses abundant experience and knowledge regarding operations and management of the Company. The Company
proposes his re-appointment as a candidate for Director with the expectation that he would play an appropriate role indetermining important matters at the Board of Directors and management supervision utilizing this experience andknowledge.
April 1986
Joined the Company
April 2009
Deputy General Manager of European Operations Department,
Corporate Planning & Administration Division
August 2011
General Manager of Corporate Planning Department, Corporate
Planning & Administration Division
April 2014
General Manager of Human Resources Department, Corporate
Services Division
7,410 shares
April 2017
Executive Officer of the Company
Executive Manager of Compliance & CSR Promotion Division,
Executive Manager of Corporate Services Division and General
Koji Tanaka
Manager of Legal Affairs Department(Jun. 15, 1962)
June 2017
Director & Executive Officer (up to the present)
Re-election
April 2018
Executive Manager of Compliance & CSR Promotion Division
and Executive Manager of Corporate Services Division (up to
the present)[Reasons for nomination as a candidate for Director]
Mr. Koji Tanaka has mainly been engaged in the Information Systems Division and Corporate Planning & Administration
Division, and currently serves as an Executive Officer and Executive Manager of Compliance & CSR Promotion Division
and Corporate Services Division that supervises neutral divisions such as CSR, human resources, and general affairs. He
possesses abundant experience and a wide range of knowledge regarding operations and management of the Company. The
Company proposes his re-appointment as a candidate for Director with the expectation that he would play an appropriaterole in determining important matters at the Board of Directors and management supervision utilizing this experience andknowledge.
(Notes)1. There are no special interests between the candidates and the Company.
2. The number of Company shares owned by candidates for Director includes holdings as part of the Takuma Executive
Shareholder Association.

-9-

Proposal 3:

Election of Four (4) Directors who are Audit & Supervisory Committee Members

The terms of office of four (4) Directors who are Audit & Supervisory Committee Members out of five (5)Directors will expire at the conclusion of this Annual General Meeting of Shareholders. Accordingly, the electionof four (4) Directors who are Audit & Supervisory Committee Members is proposed.
This proposal has gained approval from the Audit & Supervisory Committee.
The candidates for Directors who are Audit & Supervisory Committee Members are as follows.

No.

Posts, responsibility in the Company
and significant concurrent positions

Name

Yasushi Enomoto

Re-election

2

Osamu Iwahashi

Re-election
OutsideIndependent

3

Yoshiaki Ito

Newly nominatedOutsideIndependent

4

Tetsuya Kaneko

Newly nominatedOutsideIndependent

1

Director (Standing Audit & Supervisory
Committee Member)
Director (Audit & Supervisory Committee
Member)Executive Director of Public Interest
Incorporated Foundation Japan Police
Scholarship Association
Representative of Ito Certified Public
Accountant OfficeOutside Director of NAIGAI TRANS LINE
LTD.
Standing Auditor of Yushu Building Co., Ltd.

- 10 -

Attendance atBoard of Directors
meetings(Fiscal 2019)

Attendance at
Audit &
Supervisory
Committee
meetings(Fiscal 2019)17 out of 17
meetings(100%)

12 out of 12
meetings(100%)

17 out of 17
meetings(100%)

12 out of 12
meetings(100%)

-

-

-

-

No.

Career summary, post, responsibility in the Company
and significant concurrent positions

Name(Date of birth)
April 1984
April 2008
July 2009

April 2013
June 2013
June 2016
1

Joined the Company
Deputy General Manager of Accounting Department, Corporate
Planning & Administration Division
Deputy General Manager of Accounting Department, Corporate
Planning & Administration Division and Deputy General
Manager of European Operations Department
Deputy General Manager of Auditing Division
General Manager of Auditing Division
Director (Standing Audit & Supervisory Committee Member)(up to the present)

Number ofCompany’s
shares owned

6,185 shares

Yasushi Enomoto(November 3, 1961)
Re-election[Reasons for nomination as a candidate for Director]
Mr. Yasushi Enomoto has mainly been engaged in the Finance and Accounting Division, the Information Systems Divisionand supporting operations for the audits of Audit & Supervisory Board Members. He currently serves as Standing Audit &Supervisory Committee Member. He possesses abundant experience and knowledge regarding the operations of theCompany and also possesses abundant experience and knowledge regarding the audits/supervision.
The Company proposes his re-appointment as a candidate for Director who is an Audit & Supervisory Committee Member
with the expectation that he would conduct appropriate audits and supervision utilizing this experience, knowledge, andexpertise in finance and accounting.

- 11 -

No.

Career summary, post, responsibility in the Company
and significant concurrent positions

Name(Date of birth)
April 1974
March 1985
August 1995
August 1999

2

Number ofCompany’s
shares owned

Joined the National Police Agency
First Secretary, Embassy of Japan in Thailand
Chief Constable of Kumamoto Prefectural Police
Director General for Crisis Management Policy Coordination of
Cabinet Security and Crisis Management Office, Cabinet
Secretariat
June 2004
Director General of Commissioner-General’s Secretariat,
National Police Agency
March 2005
Director General of Kinki Regional Police
October 2006
Joined ALL NIPPON AIRWAYS CO., LTD. (currently ANA
Osamu Iwahashi
HOLDINGS, INC.)
1,497 shares(May 4, 1949)
Senior Advisor
Re-election
September 2007 SANKO MARKETING FOODS CO., LTD.
OutsideOutside Corporate Auditor
Independent
June 2012
External Auditor of the Company
November 2013 Retired from ANA HOLDINGS, INC.
December 2013 Executive Director of Public Interest Incorporated Foundation
Japan Police Scholarship Association (up to the present)
June 2016
Director of the Company (Audit & Supervisory Committee
Member) (up to the present)
September 2019 Resigned from SANKO MARKETING FOODS CO., LTD.
Outside Corporate Auditor[Reasons for nomination as a candidate for Outside Director]
Mr. Osamu Iwahashi has served in many important positions in the National Police Agency, and in addition to possessing
abundant experience and a high level of insight regarding various types of risk management, has served for many years as
an External Auditor and Director who is an Audit & Supervisory Committee Member of listed companies, including theCompany, and possesses knowledge regarding finance and accounting from his experience participating in audit andsupervisory operations
The Company proposes his re-appointment as a candidate for Outside Director who is an Audit & Supervisory Committee
Member with the expectation that he would strengthen the corporate governance of the Company by conducting neutral,
objective audits and providing advice and supervision of the management of the Company as a whole, utilizing thisexperience and knowledge.
Additionally, although he has not been directly involved in corporate management in the past, the Company has judged that
he can appropriately execute the duties of Outside Director who is an Audit & Supervisory Committee Member due to theabove reasons.

- 12 -

No.

Career summary, post, responsibility in the Company
and significant concurrent positions

Name(Date of birth)
October 1985
July 2001
July 2008
June 2014
July 2014
March 2015

3

Joined Showa Ota & Co. (currently Ernst & Young ShinNihon
LLC)
Partner, Showa Ota & Co.
Senior Partner, Showa Ota & Co.
Retired from Showa Ota & Co.
Representative, Ito Certified Public Accountant Office (up to thepresent)
Outside Director, NAIGAI TRANS LINE LTD. (up to thepresent)

Number ofCompany’s
shares owned

0 shares

Yoshiaki Ito(June 20, 1953)
Newly nominatedOutsideIndependent[Reasons for nomination as a candidate for Outside Director]
Mr. Yoshiaki Ito has engaged in audit business, IPO support and consulting business, etc. for listed companies for many
years while he was serving at Showa Ota & Co. (currently Ernst & Young ShinNihon LLC). After serving as SeniorPartner at Showa Ota & Co., he has been also serving as Outside Director of a listed company for many years, andpossesses abundant experience and expert knowledge on finance and accounting as well as abundant experience andknowledge on audit and supervision.
The Company proposes his appointment as a new candidate for Outside Director who is an Audit & Supervisory
Committee Member with the expectation that he would strengthen the corporate governance of the Company by conducting
neutral, objective audits and providing advice and supervision of the management of the Company as a whole, utilizing thisexperience and knowledge.
Additionally, although he has not been directly involved in corporate management in the past, the Company has judged that
he can appropriately execute the duties of Outside Director who is an Audit & Supervisory Committee Member due to theabove reasons.

- 13 -

No.

Career summary, post, responsibility in the Company
and significant concurrent positions

Name(Date of birth)

Number ofCompany’s
shares owned

April 1981

4

Joined The Dai-Ichi Kangyo Bank, Ltd. (currently Mizuho
Bank, Ltd.)
September 2000 Deputy General Manager of Singapore Branch, The Dai-Ichi
Kangyo Bank, Ltd.
April 2002
Deputy General Manager of Singapore Branch, Mizuho
Corporate Bank, Ltd. (currently Mizuho Bank, Ltd.)
November 2004 Associate Director of International Administration Department,
Mizuho Corporate Bank, Ltd.
April 2005
General Manager of Yokohama Sales Department, Mizuho
Corporate Bank, Ltd.
Tetsuya Kaneko
April 2008
General Manager of International Sales Promotion Department,(March 1, 1959)
Mizuho Corporate Bank, Ltd.
Newly nominatedApril 2010
Deputy Director of Human Resources Management Department,
0 shares
OutsideMizuho Corporate Bank, Ltd.
Independent
July 2010
Deputy Director of Corporate Planning Department, Mizuho
Financial Group, Inc.
Seconded to Mizuho Research Institute Ltd., Senior Executive
Officer; General Manager of Education Business Department
November 2010 Senior Executive Officer; General Manager of Education
Business Department, Mizuho Research Institute Ltd.,May 2011
Left Mizuho Research Institute Ltd.,
June 2011
Director of KANEMATSU CORPORATION
June 2014
Managing Executive Officer of KANEMATSU
CORPORATION
June 2019
Resigned from KANEMATSU CORPORATION
June 2019
Standing Auditor, Yushu Building Co., Ltd. (up to the present)[Reasons for nomination as a candidate for Outside Director]
Mr. Tetsuya Kaneko has served as Director and Managing Executive Officer at a global company KANEMATSU
CORPORATION for many years. He possesses abundant experience and knowledge on corporate management, as well as
knowledge on overseas business from his abundant experience working overseas while he was serving at The Dai-Ichi
Kangyo Bank, Ltd. (currently Mizuho Bank, Ltd.).
The Company proposes his appointment as a new candidate for Outside Director who is an Audit & Supervisory
Committee Member with the expectation that he would strengthen the corporate governance of the Company by conducting
neutral, objective audits and providing advice and supervision of the management of the Company as a whole, utilizing thisexperience and knowledge.
(Notes)1. There are no special interests between the candidate and the Company.
2. The number of Company shares owned by candidates for Director includes holdings as part of the Takuma Executive
Shareholder Association.
3. Mr. Osamu Iwahashi, Mr. Yoshiaki Ito and Mr. Tetsuya Kaneko are candidates for Outside Director.
4. The Company has designated Mr. Osamu Iwahashi as an Independent Officer as prescribed by Tokyo Stock Exchange,
Inc., and submitted notification to the Exchange. If the election of him is approved, the Company intends to continue todesignate him as an Independent Officer.
5. The Company has notified Tokyo Stock Exchange, Inc. of the nomination of Mr. Yoshiaki Ito and Mr. Tetsuya Kaneko
as Independent Officers as prescribed by the Exchange. If the election of them is approved, the Company intends todesignate Mr. Yoshiaki Ito and Mr. Tetsuya Kaneko as Independent Officers.
6. The term of office of Mr. Osamu Iwahashi as Outside Director who is an Audit & Supervisory Committee Member shallbe four (4) years at the conclusion of this meeting.
7. The Company has entered into an agreement with Mr. Yasushi Enomoto and Mr. Osamu Iwahashi to limit their liability
pursuant to Article 423, paragraph (1) of the Companies Act, in accordance with the Company’s Articles of Incorporation.
The liability limit for damages based on this agreement shall be the minimum amount as stipulated in Article 425,
paragraph (1) of the Companies Act. If the election of each candidate is approved, the Company intends to continue thesaid agreement.
8. If the election of Mr. Yoshiaki Ito and Mr. Tetsuya Kaneko is approved, the Company intends to enter into an agreementwith them to limit their liability pursuant to Article 423, paragraph (1) of the Companies Act, in accordance with theCompany’s Articles of Incorporation. The liability limit for damages based on this agreement shall be the minimum
amount as stipulated in Article 425, paragraph (1) of the Companies Act.
9. If the proposal is approved as originally proposed, the Audit & Supervisory Committee Members are as follows.

- 14 -

No.

Name

1

Yasushi Enomoto

2

Osamu Iwahashi
Outside Independent

3

Tomomi Fujita
Outside Independent

4

Yoshiaki Ito
Outside Independent

Representative of Ito Certified Public Accountant OfficeOutside Director of NAIGAI TRANS LINE LTD.

5

Tetsuya Kaneko
Outside IndependentStanding Auditor of Yushu Building Co., Ltd.

Posts, responsibility in the Company and significant concurrent positions
Director (Standing Audit & Supervisory Committee Member)
Director (Audit & Supervisory Committee Member)
Executive Director of Public Interest Incorporated Foundation Japan Police
Scholarship Association
Director (Audit & Supervisory Committee Member)Partner of Innoventier
Outside Auditor of TAIYO YUDEN CO., LTD.
Vice President of Licensing Executives Society JAPANAssistant Lecturer of Kyoto University Law School- 15 -