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 5, 2023
(Commencement Date of Electronic Provision Measures: June 2, 2023)
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 119TH 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 119th Annual General Meeting of Shareholders of TAKUMA CO., LTD.
(the “Company”) will be held for the purposes as described below.
In convening this General Meeting of Shareholders, the Company has taken electronic measures to provide
information contained in the Reference Documents for the General Meeting of Shareholders, etc. (the “Mattersto be Provided Electronically”). The Matters to be Provided Electronically are posted on the following website
on the Internet.
The Company’s website https://www.takuma.co.jp/english/investor/stock/shareholders_meeting.html
In addition to the above, the Matters to be Provided Electronically are also available on the Tokyo Stock
Exchange (TSE) website. Please access the TSE website (Listed Company Search) below, enter and search forthe issue name “Takuma” or securities code “6013,” and select “Basic information” followed by “Documentsfor public inspection/PR information” to review.
TSE website https://www2.jpx.co.jp/tseHpFront/JJK020010Action.do?Show=Show
Other than the above, the Matters to be Provided Electronically are also posted on the following website on
the Internet.
“Net de Shoshu (online convocation)” service https://s.srdb.jp/6013/ (Japanese only)
If you do not attend this General Meeting of Shareholders, you may exercise your voting rights in one of
the following methods. After reviewing the attached Reference Documents for the General Meeting of
Shareholders, please exercise your voting rights.
[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 Monday, June 26, 2023 Japan time. No indication of approvalor disapproval for each proposal on the Voting Rights Exercise Form will be treated as votes of approval.
[Exercise of Voting Rights via the Internet, etc.]
Please see the “Guide to Exercising Voting Rights via the Internet, etc.” on pages 3 to 4, and input yourvote for or against the proposals on the designated website by 5:00 p.m. on Monday, June 26, 2023 Japan
time. The website is available only in Japanese.
1. Date and Time:

Tuesday, June 27, 2023 at 10:00 a.m. Japan time
(Reception beings at 9:30 a.m. Japan time)-1-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 119th Fiscal Year (April
1, 2022 - March 31, 2023)
2. The results of audits by the Accounting Auditor and the Audit & Supervisory
Committee of the Consolidated Financial Statements for the Company’s 119th
Fiscal Year
Matters for resolution:
Appropriation of Surplus
Proposal 1:
Election of Six (6) Directors (excluding Audit & Supervisory Committee
Proposal 2:
Members)
Election of Two (2) Directors who are Audit & Supervisory Committee
Proposal 3:
Members◎ 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”).
◎ The Materials for the General Meeting of Shareholders (the Reference Documents for the General Meetingof Shareholders, the Business Report, the Consolidated Financial Statements, the Non-consolidated
Financial Statements, and the Audit Report), which were previously sent to shareholders in writing, are now
provided on the website in accordance with the enforcement of the electronic provision measures under therevised Companies Act. Please access the URLs on page 1 of this Notice of Convocation to review thematerials. This Notice of Convocation also includes the Reference Documents for the General Meeting of
Shareholders, the Business Report, the Consolidated Financial Statements, and a part of the Nonconsolidated Financial Statements so that you can review the main points of the materials in hand.
◎ Pursuant to laws and regulations and the Company’s Articles of Incorporation, the Company has been
sending documents stating the Matters to be Provided Electronically to shareholders requested to deliver
written documents by the record date. However, the documents do not include the following items pursuant
to the provisions of Article 17, Paragraph 2 of the Company’s Articles of Incorporation. Accordingly, such
documents are a part of the documents audited by the Audit & Supervisory Committee and the Accounting
Auditor in preparing their audit reports.
“Basic Policy for Building Internal Control System and Outline of Operating Status of the System” inthe Business Report“Notes to the Consolidated Financial Statements” in the Consolidated Financial Statements“Notes to the Non-consolidated Financial Statements” in the Non-consolidated Financial Statements
If you are a shareholder who wishes to receive written materials in the future but still needs to complete theprocedures for requesting the delivery of written materials, please submit your request by the record date.
For more information on the procedures for requesting the delivery of written documents, please contact
Mizuho Trust & Banking Co., Ltd., the shareholder registry administrator, or your securities company.
◎ Should the Matters to be Provided Electronically require revisions, the revised versions will be posted oneach website above.

-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 Monday, June 26, 2023, 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 amount24 yen per common share
Total amount of 1,918,867,584 yen(3) Effective date of distribution of surplus
June 28, 2023
Additionally, if this Proposal is approved as originally proposed, annual dividends, including interim
dividends, will be 43 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 2022)

1

Hiroaki Nanjo

Re-election

President and Representative Director & Chief Executive
Officer

17 out of 17
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

17 out of 17
meetings(100%)

3

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%)

4

Koji Tanaka

Re-election

Director & Managing Executive Officer
Executive Manager of International Division, Corporate
Marketing Group17 out of 17
meetings(100%)

5

Kunio Hamada

Re-election

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

17 out of 17
meetings(100%)

6

Hiroshi Oishi

Re-election

Director & Managing Executive Officer
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 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

53,822 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 the 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.

-6-

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
26,441 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, andthe 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 the 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.

-7-

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
26,527 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 the Engineering Group that supervises the overall technology. He
possesses abundant experience and knowledge regarding the 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.

-8-

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
18,484 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 the International Division of Corporate Marketing Group
responsible for overseas business. He possesses abundant experience and knowledge regarding the 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.

-9-

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
12,939 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 the Corporate Planning & Administration Division
responsible for finance and formulation and implementation of corporate plans. He possesses abundant experience and awide range of knowledge regarding the 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.

- 10 -

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
8,133 shares
General Manager of Management Department, Mizuho
Financial Group, Inc.
August 2019
Executive Officer of the Company
Hiroshi Oishi
Deputy Executive Manager of Energy Plant Division,(Feb. 28, 1965)
Corporate Marketing GroupRe-election
April 2021
Executive Manager, Corporate Services Division (up to thepresent)
June 2021
Director & Executive Officer
April 2023
Director & Managing 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 Managing Executive Officer and Executive Manager of Corporate Services
Division responsible for general affairs and human resources. He possesses abundant experience and a wide range ofknowledge regarding the 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.

- 11 -

Proposal 3:

Election of Two (2) Directors who are Audit & Supervisory Committee Members

The terms of office of Mr. Keizo Masugi and Ms. Tomomi Fujita, Directors who are Audit & Supervisory
Committee Members, will expire at the conclusion of this Annual General Meeting of Shareholders.
Accordingly, the election of two (2) 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.

1

2

Posts, responsibility in the Company
and significant concurrent positions

Name

Keizo Masugi

Tomomi Fujita

Re-election

Director (Standing Audit & Supervisory
Committee Member)

Director (Audit & Supervisory Committee
Member)Partner of InnoventierRe-election
Outside Auditor of TAIYO YUDEN CO., LTD.
OutsideVice President of Licensing Executive Society
Independent
Japan
Visiting Professor of Kyoto University Law
School- 12 -

Attendance atBoard of Directors
meetings(Fiscal 2022)

Attendance at
Audit &
Supervisory
Committee
meetings(Fiscal 2022)

17 out of 17
meetings(100%)

18 out of 18
meetings(100%)

17 out of 17
meetings(100%)

18 out of 18
meetings(100%)

No.

Name(Date of birth)

Career summary, post, responsibility in the Company
and significant concurrent positions
April 2014
April 2016
April 2018
April 2021
June 2021

General Manager of Accounting Department,
Corporate Planning & Administration Division
General Manager of Corporate Planning Department,
Corporate Planning & Administration Division
General Manager of General Affairs Department andGeneral Manager of Legal Affairs Department,
Corporate Service Division
Assistant General Manager of Audit & Supervisory
Committee’s OfficeDirector (Standing Audit & Supervisory Committee
Member) (up to the present)

Number ofCompany’s
shares owned

14,818 shares

Keizo Masugi(Jun. 29, 1964)
Re-election[Reasons for nomination as a candidate for Director]
Mr. Keizo Masugi has mainly engaged in the Accounting Department, Corporate Planning & Administration Division,
General Affairs Department, and Legal Affairs Department and currently serves as a Standing Audit & Supervisory
Committee Member. He possesses abundant experience and a wide range of knowledge regarding the operations andmanagement of the Company.
The Company proposes his re-appointment as a candidate for Director who is an Audit and Committee Member as it
expects that he will conduct appropriate audit and supervision for the sustainable improvement of the corporate value of
the Group utilizing this experience, knowledge, and expertise in finance and accounting.

- 13 -

Name(Date of birth)

No.

Career summary, post, responsibility in the Company and significant
concurrent positions
October 2004
January 2012
March 2016
April 2016
February 2017
April 2018
June 2019

Registered as Attorney at Law (Osaka Bar
Association)
Joined Kitahama Partners
Partner of Kitahama Partners
Left Kitahama Partners
Founded InnoventierPartner of Innoventier (up to the present)
Director of Licensing Executive Society Japan
Assistant Lecturer of Kyoto University Law School
Director (Audit & Supervisory Committee Member)of the Company (up to present)
Outside Auditor of TAIYO YUDEN CO., LTD. (up to
the present)
Vice President of Licensing Executive Society Japan(up to the present)
Visiting Professor of Kyoto University Law School(up to the present)

Number ofCompany’s
shares owned

0 shares

Tomomi Fujita(Name on the family
registry:
February 2020
Tomomi Okada)(Nov. 4, 1980)
April 2022
Re-election
OutsideIndependent[Reasons for nomination as a candidate for Outside Director and expected roles]
Ms. Tomomi Fujita is involved in the management of the law firm Innoventier as Partner while serving as Vice
President of the Licensing Executive Society Japan and Visiting Professor at Kyoto University Law School. She
possesses abundant experience and expertise regarding corporate law covering intellectual property, business
revitalization, M&As, and the Companies Act. In addition to serving as an Outside Director who is an Audit &Supervisory Committee Member of the Company, she serves as an Outside Director for a listed company. She
possesses knowledge of financial and accounting matters through her experience in these duties. The Company
proposes her re-appointment as a candidate for Outside Director who is an Audit & Supervisory Committee Member as
it expects that she will strengthen the audit and supervisory function of the Company and contribute to the sustainableimprovement of the corporate value of the Group by conducting neutral and objective audits, supervising corporate
management through the selection and dismissal of executives and decisions on remuneration, and providing advice andrecommendations on the management of the Company as a whole from a broad perspective utilizing her experience andexpertise. Additionally, although she has not been directly involved in corporate management other than as an outside
officer in the past, the Company has judged that she 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.

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 Executive
Shareholder Association.
Ms. Tomomi Fujita is a candidate for Outside Director.
The Company has designated Ms. Tomomi Fujita as an Independent Officer as prescribed by Tokyo Stock Exchange,
Inc., and submitted notification to the Exchange. If her election is approved, the Company intends to continue todesignate her as an Independent Officer.
The term of office of Ms. Tomomi Fujita as Outside Director who is an Audit & Supervisory Committee Member shallbe four (4) years at the conclusion of this meeting.
The Company has entered into an agreement with Mr. Keizo Masugi and Ms. Tomomi Fujita 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 their election is approved, the Company intends to continue the said agreement.
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.
If the proposal is approved as originally proposed, the Audit & Supervisory Committee Members are as follows.

- 14 -

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 Independent5

Masahiro Endo
Outside Independent

Director (Audit & Supervisory Committee Member)
Vice Chairman & Senior Managing Director of Japan Automobile
Manufacturers Association, Inc.
Director (Audit & Supervisory Committee Member)
Representative of Endo Certified Public Accountant Office
Representative Director of Kobe Audit Corporation
Outside Auditor of SAKURAJIMA FUTO KAISHA, LTD.

(Note)
1.
2.

Outside Director Tetsuya Kaneko is scheduled to retire as President of Yushu Corporation Co., Ltd. on June 30, 2023.
Outside Director Masahiro Endo is scheduled to retire as Outside Auditor of SAKURAJIMA FUTO KAISHA, LTD.
on June 28, 2023.

- 15 -

(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

●
●

●

●

●

●

●

●

●

●
●

●

●

●

●

●
●

●
●

- 16 -