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 2, 2022
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 118TH 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 118th 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 Thursday, June 23, 2022 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. Thursday, June 23, 2022 Japan time. The
website is available only in Japanese.
1. Date and Time:

Friday, June 24, 2022 at 10:00 a.m. Japan time
(Reception beings at 9:40 a.m. Japan time)

2. Place:

Main Meeting Room, 1st Floor, Takuma Bldg. (Main Building)
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 118th Fiscal Year (April
1, 2021 - March 31, 2022)
2. The results of audits by the Accounting Auditor and the Audit & Supervisory
Committee of the Consolidated Financial Statements for the Company’s 118th
Fiscal Year
Matters for resolution:
Appropriation of Surplus
Proposal 1:
Partial Amendments to the Articles of Incorporation
Proposal 2:
Election of Six (6) Directors (excluding Audit & Supervisory Committee
Proposal 3:
Members)
Election of Three (3) Directors who are Audit & Supervisory Committee
Proposal 4:
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.
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/).
◎ The Notes to Consolidated Financial Statements and the Notes to Non-consolidated Financial Statements
are posted on the Company’s website on the Internet (https://www.takuma.co.jp/) in accordance with laws
and regulations and Article 17 of the Company’s Articles of Incorporation.

-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 Thursday, June 23, 2022, 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 1,453,612,014 yen(3) Effective date of distribution of surplus
June 27, 2022
Additionally, if this Proposal is approved as originally proposed, annual dividends, including interim
dividends, will be 36 yen per share.

-4-

Proposal 2:

Partial Amendments to the Articles of Incorporation

1.

Reasons for the proposal
The revised stipulations stipulated in the proviso of Article 1 of the supplementary provisions of the “ActPartially Amending the Companies Act” (Act No. 70 of 2019) will be enforced from September 1, 2022, thedate of enforcement. Accordingly, the Company proposes the amendments to the Company’s Articles ofIncorporation to stipulate that information that is the content of reference documents for the general meetingof shareholders, etc., shall be provided electronically, and to establish stipulations to limits on the scope ofmatters to be recorded in physical documents that are provided to shareholders who request provision ofphysical documents.
In addition, as the current stipulations concerning Internet disclosure and deemed provision of reference
documents for general meetings of shareholders will no longer be necessary, these shall be deleted, andsupplementary provisions shall be established concerning the effective date, etc., in line with these changes.

2.

Contents of the amendments
The contents of the amendments are as follows (underlines indicate amended sections).
Current Articles of Incorporation(Internet disclosure and deemed provision of reference
documents for general meetings of shareholders)
Article 17
In the convocation of general meetings ofshareholders, the Company may deemthat it has provided to shareholders
information concerning matters that must
be displayed in the reference documents
for general meetings of shareholders,business report, non-consolidated
financial statements, and consolidated
financial statements via Internet
disclosure in conformity with definitions
provided in the Ordinance of the Ministryof Justice.

Proposed amendments<Deleted>(Measures for electronic provision, etc.)
Article 17
In the convocation of general meetings ofshareholders, the Company shall provide
electronically information that is thecontent of reference documents for thegeneral meeting of shareholders, etc.
2. Of the matters to which electronic
provision measures apply, the Company
may choose not to record all or part ofmatters stipulated in the Ordinance of the
Ministry of Justice in the physicaldocuments provided to shareholders who
made requests for provision of physicaldocuments by the record date for voting
rights.

<Newly established>-5-

Current Articles of Incorporation<Newly established>

Proposed amendments(Supplementary provisions)
1. The deletion of Article 17 (Internet disclosure anddeemed provision of reference documents forgeneral meetings of shareholders) of the current
Articles of Incorporation and the new establishmentof Article 17 (Measures for electronic provision,etc.) of the proposed amendments shall take effectfrom the date of enforcement of the revised
stipulations stipulated in the proviso of Article 1 ofthe supplementary provisions of the Act Partially
Amending the Companies Act (Act No. 70 of 2019;
the “Enforcement Date”).
2. Notwithstanding the provisions of the previous
paragraph, Article 17 of the current Articles ofIncorporation shall remain valid for general
meetings of shareholders held on a day that iswithin six months of the Enforcement Date.
3. These supplementary provisions shall be deleted on
the day after which six months have elapsed since
the Enforcement Date or the day after which threemonths have elapsed since the day of the general
meeting of shareholders in the previous paragraph,
whichever is later.

-6-

Proposal 3:

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 2021)

1

Hiroaki Nanjo

Re-election

President and Representative Director & Chief Executive
Officer

16 out of 16
meetings(100%)

2

Tsuyohito Nishiyama Re-election

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

16 out of 16
meetings(100%)

3

Hideki Takeguchi

Re-election

Director & Senior Managing Executive Officer
Executive Manager of Engineering Group and
Executive Manager of Management Center

16 out of 16
meetings(100%)

4

Koji Tanaka

Re-election

Director & Managing Executive Officer
Executive Manager of International Division, Corporate
Marketing Group

16 out of 16
meetings(100%)

5

Kunio Hamada

Re-election

Director & Managing Executive Officer
Executive Manager of Corporate Planning & Administration
Division

12 out of 12
meetings(100%)

6

Hiroshi Oishi

Re-election

Director & Executive Officer
Executive Manager of Corporate Services Division

12 out of 12
meetings(100%)

-7-

No.

Name
(Date of birth)

Career summary, posts, responsibility in the Company
and significant concurrent positions
April 1982
April 2009

April 2014

Joined the Company
General Manager of Environmental Engineering Department 1,
Project Center, Engineering Group
General Manager of Energy Engineering Department 1, ProjectCenter, Engineering Group
Executive Officer of the Company
Deputy Executive Manager of Project Center, Engineering Groupand General Manager of Energy Engineering Department 1
Executive Manager of Project Center, Engineering Group

June 2015

Director & Executive Officer of the Company

September 2010
April 2013

1

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

April 2016

Number ofCompany’s
shares owned

40,976 shares

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 as it expects he will play an appropriate role indetermining important management matters and management supervision for the sustainable improvement of the corporate
value of the Group utilizing this experience and knowledge.

-8-

No.

Name
(Date of birth)

Career summary, post, responsibility in the Company
and significant concurrent positions
April 1985
April 2012

2

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
20,847 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 as it expects that he will play an appropriate role indetermining important management matters and management supervision for the sustainable improvement of the corporate
value of the Group utilizing this experience and knowledge.

-9-

No.

Name
(Date of birth)

Career summary, post, responsibility in the Company
and significant concurrent positions
April 1985
April 2012

3

Number ofCompany’s
shares owned

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
20,934 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 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 as it expects that he will play an appropriate role in determining
important management matters and management supervision for the sustainable improvement of the corporate value of theGroup utilizing this experience and knowledge.

- 10 -

No.

Name(Date of birth)

Career summary, post, responsibility in the Company
and significant concurrent positions
April 1986
April 2009

4

Number ofCompany’s
shares owned

Joined the Company
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
April 2017
Executive Officer of the Company
Executive Manager of Compliance & CSR Promotion Division,
Executive Manager of Corporate Services Division and General
14,122 shares
Koji Tanaka
Manager of Legal Affairs Department(Jun. 15, 1962)
June 2017
Director & Executive Officer
Re-election
April 2018
Executive Manager of Compliance & CSR Promotion Division
and Executive Manager of Corporate Services Division
April 2021
Director & Managing Executive Officer (up to the present)
Executive Manager of International Division, Corporate
Marketing Group and Executive Manager of Compliance & CSR
Promotion Division.
June 2021
Executive Manager of International Division, Corporate
Marketing Group (up to the present)[Reasons for nomination as a candidate for Director]
Mr. Koji Tanaka has mainly been engaged in the Information Systems Division, neutral divisions such as human resources,
Corporate Planning & Administration Division and overseas business management division, and currently serves as aManaging Executive Officer and Executive Manager of International Division of Corporate Marketing Group responsible
for overseas business. He possesses abundant experience and a wide range of knowledge regarding operations andmanagement of the Company. The Company proposes his re-appointment as a candidate for Director as it expects that hewill play an appropriate role in determining important management matters and management supervision for thesustainable improvement of the corporate value of the Group utilizing this experience and knowledge.

- 11 -

No.

Name(Date of birth)

Career summary, post, responsibility in the Company
and significant concurrent positions
July 1990
April 2012

5

Number ofCompany’s
shares owned

Joined the Company
Deputy General Manager of Cost Control & Project
Administration Department, Management Center, EngineeringGroup
June 2013
General Manager of Cost Control & Project Administration
Department, Management Center, Engineering Group
April 2018
Executive Officer
9,024 shares
Deputy Executive Manager of Corporate Planning &Administration Division and General Manager of Corporate
Planning Department
Kunio Hamada
April 2021
Executive Manager of Corporate Planning & Administration(Feb. 9, 1965)
Division (up to the present)
Re-election
June 2021
Director & Executive Officer
April 2022
Director & Managing Executive Officer (up to the present)[Reasons for nomination as a candidate for Director]
Mr. Kunio Hamada has mainly been engaged in the engineering division and cost management division, and currently
serves as Managing Executive Officer and Executive Manager of Corporate Planning & Administration Division
responsible for finance and formulation and implementation of corporate plans. He possesses abundant experience and awide range of knowledge regarding operations and management of the Company.
The Company proposes his re-appointment as a candidate for Director as it expects that he will play an appropriate role indetermining important management matters and management supervision for the sustainable improvement of the corporate
value of the Group utilizing this experience and knowledge.

- 12 -

No.

Name(Date of birth)

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

Number ofCompany’s
shares owned

April 1988

6

Joined The Dai-Ichi Kangyo Bank, Ltd. (currently Mizuho
Bank, Ltd.)
January 2008
Deputy General Manager of Human Resources Department,
Mizuho Securities Co., Ltd.
January 2013
Deputy General Manager of Corporate Planning Department
April 2013
General Manager of Securities & Trust Promotion Department,
Mizuho Bank, Ltd.
April 2016
General Manager of Customer Service Department and
4,757 shares
General Manager of Management Department, Mizuho
Financial Group, Inc.
Hiroshi Oishi
August 2019
Executive Officer of the Company(Feb. 28, 1965)
Deputy Executive Manager of Energy Plant Division,
Re-election
Corporate Marketing Group
April 2021
Executive Manager, Corporate Services Division (up to thepresent)
June 2021
Director & Executive Officer (up to the present)[Reasons for nomination as a candidate for Director]
Since joining The Dai-Ichi Kangyo Bank, Ltd. (currently Mizuho Bank, Ltd.), Mr. Hiroshi Oishi engaged in various
operations at the bank and its group companies including deposits, money transfers, loans, currency exchange, businessplanning, human resources and customer service. At the Company, he has engaged in product and service sales in themarketing division, and currently serves as Executive Officer and Executive Manager of Corporate Services Division
responsible for general affairs and human resources. 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 as it expects that he will play an appropriate role indetermining important management matters and management supervision for the sustainable improvement of the corporate
value of the Group utilizing this experience and knowledge.
(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.
3. Pursuant to Article 430-3, paragraph (1) of the Companies Act, the Company has entered into a directors and officers
liability insurance contract with an insurance company covering damages to be borne by the insured persons arisingfrom shareholder derivative lawsuits, corporate litigations, and third-party litigations. Each candidate will be included
as the insured under this insurance contract. The Company intends to renew the contract with the same details at the next
renewal.

- 13 -

Proposal 4:

Election of Three (3) Directors who are Audit & Supervisory Committee Members

The terms of office of Mr. Osamu Iwahashi and Mr. Tetsuya Kaneko, Directors who are Audit &Supervisory Committee Members, will expire at the conclusion of this Annual General Meeting of
Shareholders. In addition, Mr. Yoshiaki Ito, a Director who was an Audit & Supervisory Committee Member,passed away on February 25, 2022, and retired from his post. Accordingly, the election of three (3) 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.

Name

Posts, responsibility in the Company
and significant concurrent positions

Attendance atBoard of Directors
meetings(Fiscal 2021)

Attendance at
Audit &
Supervisory
Committee
meetings(Fiscal 2021)

1

Tetsuya Kaneko

Re-election Director (Audit & Supervisory Committee
OutsideMember)Independent President of Yushu Corporation Co., Ltd.

16 out of 16
meetings(100%)

12 out of 12
meetings(100%)

2

Seiichi Nagatsuka

Newly nominated Vice Chairman & Senior Managing Director of
OutsideJapan Automobile Manufacturers Association,
Independent Inc.

--

Masahiro Endo

Representative of Endo Certified Public
Accountant Office
Newly nominatedRepresentative Director of Kobe Audit
OutsideCorporation
Independent
Outside Auditor of SAKURAJIMA FUTO
KAISHA, LTD.

-

-

3

- 14 -

No.

Name(Date of birth)

Career summary, post, responsibility in the Company
and significant concurrent positions
April 1981

1

Number ofCompany’s
shares owned

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,(Mar. 1, 1959)
Mizuho Corporate Bank, Ltd.
Re-election
April 2010
Deputy Director of Human Resources Management Department,
OutsideMizuho Corporate Bank, Ltd.
Independent
July 2010
Deputy Director of Corporate Planning Department, Mizuho
1,211 shares
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. (currently Yushu
Corporation)
June 2020
Outside Director of the Company (Audit & Supervisory
Committee Member) (up to the present)
President of Yushu Corporation Co., Ltd. (up to the present)[Reasons for nomination as a candidate for Outside Director and expected roles]
Mr. Tetsuya Kaneko possesses abundant experience and knowledge on corporate management, having served as Director
and Managing Executive Officer at the global company KANEMATSU CORPORATION for many years. In addition toknowledge on overseas business obtained from his abundant experience working overseas while he was serving at The DaiIchi Kangyo Bank, Ltd. (currently Mizuho Bank, Ltd.), he also possesses abundant experience and knowledge on auditing
and supervision, having served as Auditor and Director who is an Audit & Supervisory Committee Member for private
enterprises, including the Company.
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 audit and supervisory function of the Company and contribute to
the sustainable improvement of the corporate value of the Group by conducting neutral, objective audits, supervising
corporate management through the selection and dismissal of executives and decision on remuneration, and providing
advice and recommendations on the management of the Company as a whole from a broad perspective utilizing hie
experience and expertise.

- 15 -

No.

Name(Date of birth)

Career summary, post, responsibility in the Company
and significant concurrent positions
April 1980

2

Number ofCompany’s
shares owned

Joined the Ministry of International Trade and Industry(currently the Ministry of Economy, Trade and Industry)
September 1984 Studied at Graduate School of Economics, Brown University,
U.S.A. (earned a master’s degree in economics)
May 1994
Director of Trade Research Office, Trade Policy Bureau, theMinistry of International Trade and Industry (currently the
Ministry of Economy, Trade and Industry)
May 1995
Seconded to the Ministry of Foreign Affairs of Japan
Counsellor of the Permanent Mission of Japan to theInternational Organizations in Geneva (in charge of WTO)
Seiichi Nagatsuka
June 1998
Director of Trade Research Division, Trade Bureau, the Ministry(Feb. 6, 1958)of Economy, Trade and Industry
Newly nominatedJune 1999
Seconded to Deputy Director of Commerce, Industry andOutsideLabour Department, Miyazaki Prefectural Government
Independent
January 2001
Director of Macro Economic Affairs Division, Economic andIndustrial Policy Bureau, the Ministry of Economy, Trade andIndustry
0 shares
July 2003
Director of Automobile Division, Manufacturing Industries
Bureau, Automobile Division, the Ministry of Economy, Tradeand Industry
September 2005 Deputy Director-General for Trade Policy, Trade Policy Bureau,
the Ministry of Economy, Trade and Industry
October 2007
Senior Vice President of the Japan International Cooperation
Agency (JICA)
August 2009
Deputy Director-General of Manufacturing Industries Bureau,
the Ministry of Economy, Trade and Industry
July 2010
Director-General, Kansai Bureau of Economy Trade andIndustry, the Ministry of Economy, Trade and Industry
August 2011
Director-General, Commerce and Information Policy Bureau,
the Ministry of Economy, Trade and Industry
June 2013
Left the Ministry of Economy, Trade and Industry
October 2013
Advisor to Mitsui Sumitomo Insurance Company, Limited
May 2014
Vice Chairman & Senior Managing Director of Japan
Automobile Manufacturers Association, Inc. (up to the present)[Reasons for nomination as a candidate for Outside Director and expected roles]
Since joining the Ministry of International Trade and Industry (currently the Ministry of Economy, Trade and Industry),
Mr. Seiichi Nagatsuka has held a number of important positions. He is well versed in overseas affairs, having experience atthe Permanent Mission of Japan to the International Organizations in Geneva and the Japan International Cooperation
Agency (JICA), and currently serves as Vice Chairman & Senior Managing Director of Japan Automobile Manufacturers
Association, Inc. He possesses abundant experience and knowledge on industrial and trade policies.
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 audit and supervisory function of the Company andcontribute to the sustainable improvement of the corporate value of the Group by conducting neutral, objective audits,
supervising corporate management through the selection and dismissal of executives and decision on remuneration, andproviding advice and recommendations on the management of the Company as a whole from a broad perspective utilizing
hie experience and expertise.
Additionally, although he has not been directly involved in corporate management, the Company has judged that he canappropriately execute the duties of Outside Director who is an Audit & Supervisory Committee Member due to the above
reasons.

- 16 -

No.

Name(Date of birth)

Career summary, post, responsibility in the Company
and significant concurrent positions
October 1985
March 1989
May 1989
August 1997
June 2007
July 2007

Masahiro Endo
(Dec. 24, 1956)
Newly nominatedOutsideIndependent
3

June 2015
December 2020

Joined Nisshin Audit Corporation (currently Ernst & Young
ShinNihon LLC)
Registered as Certified Public Accountant
Registered as Licensed Tax Accountant
Appointed as Partner of Century Audit Corporation (currently
Ernst & Young ShinNihon LLC)
Left Century Audit Corporation
Representative of Endo Certified Public Accountant Office (upto the present)
Outside Auditor of SAKURAJIMA FUTO KAISHA, LTD. (upto the present)
Representative Director of Kobe Audit Corporation (up to thepresent)

Number ofCompany’s
shares owned

0 shares[Reasons for nomination as a candidate for Outside Director and expected roles]
Mr. Masahiro Endo has engaged in the audit business as a Certified Public Accountant for listed companies for many years
while he was serving at the current Ernst & Young ShinNihon LLC. After serving as Partner at the current Ernst & Young
ShinNihon LLC, he took office as Representative of Endo Certified Public Accountant Office in July 2007. In addition, heestablished Kobe Audit Corporation in December 2020 and serves as Representative Director while serving as Outside
Auditor for a listed company, and possesses abundant experience and expertise on finance and accounting as well as
abundant experience and knowledge 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 audit and supervisory function of the Company andcontribute to the sustainable improvement of the corporate value of the Group by conducting neutral, objective audits,
supervising corporate management through the selection and dismissal of executives and decision on remuneration, andproviding advice and recommendations on the management of the Company as a whole from a broad perspective utilizing
hie experience and expertise.
Additionally, although he has not been directly involved in corporate management other than as an outside officer, theCompany has judged that he can appropriately execute the duties of Outside Director who is an Audit & Supervisory
Committee Member due to the above reasons.
(Notes)
1.
2.
3.
4.

5.

6.
7.

8.

9.

There are no special interests between the candidates and the Company.
The number of Company shares owned by candidates for Director includes holdings as part of the Takuma Employee
Shareholder Association.
Mr. Tetsuya Kaneko, Mr. Seiichi Nagatsuka and Mr. Masahiro Endo are candidates for Outside Director.
The Company has designated Mr. Tetsuya Kaneko as an Independent Officer as prescribed by Tokyo Stock Exchange,
Inc., and submitted notification to the Exchange. If his election is approved, the Company intends to continue todesignate him as an Independent Officer.
The Company has notified Tokyo Stock Exchange, Inc. of the nomination of Mr. Seiichi Nagatsuka and Mr. Masahiro
Endo as Independent Officers as prescribed by the Exchange. If the election of them is approved, the Company intends
to designate Mr. Seiichi Nagatsuka and Mr. Masahiro Endo as Independent Officers.
The term of office of Mr. Tetsuya Kaneko as Outside Director who is an Audit & Supervisory Committee Member shallbe two (2) years at the conclusion of this meeting.
The Company has entered into an agreement with Mr. Tetsuya Kaneko to limit his liability pursuant to Article 423,
paragraph (1) of the Companies Act, in accordance with the Company’s Articles of Incorporation. The liability limit fordamages based on this agreement shall be the minimum amount as stipulated in Article 425, paragraph (1) of theCompanies Act. If the election of the candidate is approved, the Company intends to continue the said agreement.
If the election of Mr. Seiichi Nagatsuka and Mr. Masahiro Endo is approved, the Company intends to enter into anagreement with them to limit their liability pursuant to Article 423, paragraph (1) of the Companies Act, in accordancewith the Company’s Articles of Incorporation. The liability limit for damages based on this agreement shall be theminimum amount as stipulated in Article 425, paragraph (1) of the Companies Act.
Pursuant to Article 430-3, paragraph (1) of the Companies Act, the Company has entered into a directors and officers
liability insurance contract with an insurance company covering damages to be borne by the insured persons arisingfrom shareholder derivative lawsuits, corporate litigations, and third-party litigations. Each candidate will be included
as the insured under this insurance contract. The Company intends to renew the contract with the same details at the next
renewal.

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10. If the proposal is approved as originally proposed, the Audit & Supervisory Committee Members are as follows.

No.

Name

1

Keizo Masugi

Posts, responsibility in the Company and significant concurrent positions
Director (Standing Audit & Supervisory Committee Member)

2

Tomomi Fujita
Outside Independent

Director (Audit & Supervisory Committee Member)Partner of Innoventier
Outside Auditor of TAIYO YUDEN CO., LTD.
Vice President of Licensing Executives Society JAPAN
Visiting Professor of Kyoto University Law School

3

Tetsuya Kaneko
Outside Independent

Director (Audit & Supervisory Committee Member)President of Yushu Corporation Co., Ltd.

4

Seiichi Nagatsuka
Outside Independent

Vice Chairman & Senior Managing Director of Japan Automobile
Manufacturers Association, Inc.

5

Masahiro Endo
Outside Independent

Representative of Endo Certified Public Accountant Office
Representative Director of Kobe Audit Corporation
Outside Auditor of SAKURAJIMA FUTO KAISHA, LTD.

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(Reference)
Directors’ Skills Matrix
Skill sets necessary for the Board of Directors of the Company
Engineering
Name

HiroakiNanjo
Tsuyohito
Nishiyama
HidekiTakeguchi
Koji
TanakaKunio
HamadaHiroshi
Oishi
Keizo
MasugiTomomi
FujitaTetsuya
KanekoSeiichiNagatsuka
Masahiro
Endo

Corporate
management●(Technology,
quality, andcost
management)

Sales andbusinessstrategies

International
operations

●

●

●

●
●

●

●

●
●

●

●

Finance andaccounting

Human
Legal affairs,
resources,
compliance,
talentand riskdevelopment,
managementand diversity

●
●

●

●

●

●

●

●

●

●
●

●
●

●

●
●

●
●

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