This English translation is made for reference purposes only, and in the event of any discrepancies
between the English version and the Japanese version, the Japanese version prevails.
Securities Code: 5988
June 4, 2024
Start date of measures for electronic provision: June 3, 2024

To Our Shareholders:
145, 6-chome, Hanasaki-cho,Nishi-ku, Yokohama-shi,
Kanagawa

Piolax, Inc.
Yukihiko Shimazu, President

Notice of the 108th Annual Meeting of Shareholders
The Company would hereby like to inform you that the Company’s 108th Annual Meeting of
Shareholders will be held as described below.
We would like to convey our deepest sympathy to the victims of the Noto Peninsula earthquake, andsincerely hope for the earliest possible restoration.
The Company would hereby like to inform you that the Company’s 108th Annual Meeting of
Shareholders will be held as described below.
You may exercise your voting rights in writing or via electromagnetic means (the Internet, etc.). We
kindly request that you read the following Reference Document for the Annual Meeting of
Shareholders and exercise your voting rights by no later than the close of business at 5:30 p.m. on
Monday, June 24, 2024.
In convening this Annual Meeting of Shareholders, the Company has taken measures for providing
information that constitutes the content of reference documents for the shareholders’ meeting, etc.,
in electronic format (items for which the measures for providing information in electronic format
will be taken), and has posted the information on the Company’s website on the Internet. Please
access the website by using the Internet address shown below to review the information.
・ Company’s website (https://www.piolax.co.jp/en/shareholder/meeting/)

In addition to the Company’s website, the items for which the measures for providing information inelectronic format will be taken have been posted on the website of Tokyo Stock Exchange (TSE) at
the Internet address shown below.
Tokyo Stock Exchange’s website (Listed Company Search):https://www2.jpx.co.jp/tseHpFront/JJK020010Action.do?Show=Show(Please access the TSE website by using the internet address shown above, enter “Piolax” in “Issue
name (company name)” or the Company’s securities code “5988” in “Code,” and click “Search.”Then, click “Basic information” and select “Documents for public inspection/PR information.”
Under “Filed information available for public inspection,” click “Click here for access” under“[Notice of General Shareholders Meeting /Informational Materials for a General Shareholders
Meeting].”)Sincerely yours,
- 1 -

1.

Date:

10 a.m. on Tuesday, June 25, 2024
(Reception start: 9 a.m.)2.

Venue:Hall A, TKP Garden City PREMIUM Yokohama Station ShinTakashima (Reception at Hall B)
2nd Floor, Yokohama Grand Gate, 1-1 Minato Mirai 5-chome,
Nishi-ku, Yokohama-shi, Kanagawa

3.

Purposes:
Items to be reported:

1.

2.

Items to be resolved:
Agenda No. 1:
Agenda No. 2:
Agenda No. 3:
Agenda No. 4:
4.

Information on
exercise of voting
rights, etc.

The Business Report, the Consolidated Financial Statements
and the Results of Consolidated Financial Statement Audits
by the Accounting Auditor and the Audit and Supervisory
Committee for the 108th business period (April 1, 2023 toMarch 31, 2024)
The Non-Consolidated Financial Statements for the 108th
business period (April 1, 2023 to March 31, 2024)

Appropriation of Retained Earnings
Election of Six (6) Directors (excluding Directors who are Audit
and Supervisory Committee members)
Election of Three (3) Directors who are Audit and Supervisory
Committee members
Election of One (1) Director who is a Substitute Audit andSupervisory Committee member
Please see Information on Exercise of Voting Rights, etc. listed
on Page 4.

・ When you attend the meeting, we kindly request that you submit the voting form to thereceptionist at the venue.
・ If there are any revisions to the items for which the measures for providing information inelectronic format will be taken, a notice to that effect as well as information before and after therevisions will be posted on the Company’s website and TSE’s website.
・ Among the items for which the measures for providing information in electronic format will betaken, the following are not included in documents delivered to shareholders in accordance withthe provisions of laws and regulations and Article 19 of the Articles of Incorporation of theCompany.

- System for ensuring the appropriateness of business activities- Summary of the operational status of the system for ensuring the appropriateness of businessactivities- Basic approach to corporate governance- Consolidated Statements of Changes in Net Assets- Notes to Consolidated Financial Statements- Statements of Changes in Net Assets- Notes to Non-Consolidated Financial Statements
Accordingly, the information contained in paper-based documents to be delivered toshareholders represents part of the documents audited by the Audit and Supervisory Committee
while preparing the audit report, and by the Accounting Auditor while preparing the accounting
audit report.
- 2 -Information on Exercise of Voting Rights, etc.
Voting rights at the Annual Meeting of Shareholders are valuable rights of our shareholders.
We kindly request you to read the following Reference Document for the Annual Meeting of
Shareholders and exercise your voting rights.
You may exercise your voting rights by any of the following three methods.

If you exercise your voting rights in writing (by mail):
Please indicate “for” or “against” on each agenda item on the voting form and return it by mail.
Voting deadline: Must arrive by 5:30 p.m. on Monday, June 24, 2024

If you exercise your voting rights via the Internet, etc.:
Please enter “for” or “against” on each agenda according to the guidance on the following
page.
Voting deadline: Must complete entries by 5:30 p.m. on Monday, June 24, 2024

If you attend the Annual Meeting of Shareholders:
Please submit the voting form to the receptionist at the venue.
Date: 10 a.m. on Tuesday, June 25, 2024 (Reception start: 9 a.m.)- 3 -Information on Exercise of Voting Rights via the Internet, etc.
How to enter your voting rights exercise code and password
Voting right exercise website: https://www.web54.net
1.

Please access the voting right exercise site.

Click “Continue to the next.”

2.

Please enter your voting rights exercise code listed on the voting form.
Enter your voting rights exercise code.
Click “Login.”

3.

Please enter your password listed on the voting form.
Enter password.
Set a new password that you will actually use.

Click “Register.”
4

Please enter “for” or “against” according to input guidance on the screen for thefollowing.

*Operation screen images are for illustration purposes only.

When you have any questions on how to operate acomputer or a smartphone to exercise voting rights
via the Internet, please get in touch with thecontact point listed on the right.

Sumitomo Mitsui Trust Bank, Limited
Stock Transfer Agency Web Support
0120-652-031 (toll free, only in Japan)(Operating hours: 9:00 a.m. to 9:00 p.m.)

Institutional investors can utilize the electronic voting platform operated by ICJ, Inc.

- 4 -

Reference Document for the Annual Meeting of Shareholders
Meeting Agenda and Referential Matters

Agenda No. 1:

Appropriation of Retained Earnings

The Company follows the fundamental principle of returning profits upon taking into accountcapital efficiency while securing investment for growth that contributes to increasing thecorporate value, because the Company regards appropriately returning profits to shareholders
to be the most important management policy. The year-end dividend and other appropriationsof retained earnings for the 108th business period are stated below.
1. Year-end dividend(1)Type in which dividends are paid
Cash payment(2)

Allocation of dividends and total amount of dividends
The Company would like to disburse 59 yen per common share of the Company.
In this case, the total amount of dividends shall be 2,090,327,874 yen.
As a result, the dividends on an annual basis will be 128 yen per share including the interim
dividends (69 yen per share inclusive of 10 yen of the 90th anniversary dividends).

(3)

Effective date on which dividends are disbursed from retained earnings
June 26, 2024

2. Other matter concerning retained earnings
To implement agile and stable return of profits responding to the upcoming changes in thebusiness environment, the Company will reverse some of the general reserve to transfer toretained earnings brought forward.
(1)

Item and amount of retained earnings to be decreased
General reserve: 6,000,000,000 yen (6 billion yen)

(2)

Item and amount of retained earnings to be increased
Retained earnings brought forward: 6,000,000,000 yen (6 billion yen)

(3)

Effective dateJune 25, 2024

- 5 -

Agenda No. 2:

Election of Six (6) Directors (excluding Directors who are Audit andSupervisory Committee members)

The term of office of all seven (7) Directors (excluding Directors who are Audit andSupervisory Committee members; hereinafter the same applies in this agenda) will expire uponconclusion of this Annual Meeting of Shareholders. Accordingly, the Company hereby
proposes the election of six (6) Directors.
In appointing candidates for Directors (excluding a Director who is an Audit and Supervisory
Committee member), the voluntary Nomination and Remuneration Advisory Committee,
which is chaired by an outside Director and the majority of whose members are Independent
Outside Directors, deliberated and consulted on the matter.
With respect to this agenda, the Audit and Supervisory Committee considers that bothcandidates are appropriate as Directors of the Company.
The candidates for Directors are as follows.
Candidate
No.

Name

1

Yukihiko Shimazu

2

Satoshi Yamada

3

Masaaki Kaji

4

Shigeru Masuda

5

6Current position and responsibility, etc.
President and Representative Director
President Executive Officer
Chairman of the Board of Directors
CEO, Piolax (China) Co., Ltd.
Executive Officer
General Manager, Design Department
General Manager, eProduct Development
Department
Director
Senior Executive Officer
Supervision of Administration Department,
Quality Assurance Department, Information
Technology Department and affiliated companies
General Manager, Human Resources Department
President, Piolax (China) Co., Ltd.
President & CEO, Dongguan Piolax Co., Ltd.
President & CEO, Wuhan Piolax Co., Ltd.
Director
Senior Executive Officer
Supervision of Production and Logistics
Department

Attributes

Re-election

Newly appointed

Re-election

Re-election

Hiroyuki Ochiai

Director
President, Social Welfare Corporation Toyota
Hikari-no-sato

Re-election
External
Independent

Makiko Akabane

Director
Representative Director, CSR Asia Kabushikikaisha
External Director, UACJ Corporation

Re-election
External
IndependentRe-election The candidate for Director to be re-elected
Newly appointed The candidate for Director
External The candidate for External Director
Independent Independent Director in conformity with the regulation of the Stock Exchange- 6 -Candidate
No.

Name
(Date of birth)

Brief profile, position and responsibility at theCompany(Significant concurrent positions)
March 1981
July 1999
August 2001
June 2005
June 2006

April 2010

1

Yukihiko Shimazu(September 10,
1957)
Re-election

June 2016

Joined Piolax, Inc.
General Manager, Overseas Sales
Department, Piolax, Inc.
President, Piolax Corporation
Director, Piolax, Inc.
Director
Executive Officer, Sales SBU
General Manager, Overseas Sales
Department, Piolax, Inc.
President and Representative
Director, Piolax, Inc.
President and Representative
Director, President Executive
Officer, Piolax, Inc. (incumbent)(Responsibility)
Chairman of the Board of Directors(Significant concurrent positions)
CEO, Piolax (China) Co., Ltd.

Attendance
Attendance
Number of theat the Auditat the Board
Company’s
andof Directors
shares owned
Supervisory
meetings
Committee

63,523(Of theabove
shares,the numberof those to
be issued
under
the sharebased
compensation system)

18/18

16,4223

Reason for the Election of Director and Expected Role
Mr. Yukihiko Shimazu has served as President and Representative Director of the Company since April 2010 up to
the present and has expressed an excellent leadership for our domestic and overseas Company group under theslogan, “ONE PIOLAX,” toward growth. He had acted as President of a subsidiary in the U.S. from August 2001
to May 2006, and currently has the concurrent position of CEO (Chairman) of a Chinese-based general subsidiaryof the Company, thus having made contributions to transforming the Company as a global entity.
The Company expects that Mr. Shimazu will continue to make use of his abundant experience, considerable insightand extensive networks gained over the years to contribute to decision-making of the Board of Directors, and bring
benefits for business development on a global scale, as well as improvement in the corporate value of the Company.
Accordingly, the Company proposes that he be a candidate for Director.

- 7 -Candidate
No.

Name
(Date of birth)

Brief profile, position and responsibility at theCompany(Significant concurrent positions)
March 1987
April 2010

January 2014
April 2018
June 2021
Satoshi Yamada(December 29,
1964)
Newly appointed
2

April 2022

Joined Piolax, Inc.
General Manager in charge of
Design and Development, Piolax
Corporation
Group Leader, Development
Group, Fasteners SBU
Director and President, Piolax
Mexicana S.A. de C.V.
Executive Officer and General
Manager, Design Department
Executive Officer and General
Manager, Design Department,
General Manager, eProductDevelopment Department(incumbent)

Attendance
Attendance
Number of theat the Auditat the Board
Company’s
andof Directors
shares owned
Supervisory
meetings
Committee

300(Of theabove
shares,the numberof those to
be issued
under
the sharebased
compensation system)(Responsibility)
General Manager, Design Department,
General Manager, eProduct Development
Department
Reason for the Election of Director and Expected Role
Mr. Satoshi Yamada took office as General Manager of the Design Department of a subsidiary in the U.S. in April
2010, Group Leader, Development Group, Fasteners SBU in January 2014, and Director and President of theCompany’s subsidiary in Mexico in April 2018. Following that, he has been serving as Executive Officer andconcurrently acting as General Manager of the Design Department since June 2021 up to now, and General Managerof the eProduct Development Department, which is responsible for the future growth of the Company, since 2022.
Thus, he has numerous track records ranging from the management of overseas subsidiaries to the launch of a new
product development department and has been contributing to the Company’s expansion.
The Company expects that Mr. Yamada will make use of his experience, insight and networks gained over the years
to contribute to decision-making of the Board of Directors and become a new leader to drive the Company group’s
further growth and development with his abundant international experience and strong execution ability for new
product development. Accordingly, the Company proposes that he be a candidate for Director.

- 8 -Candidate
No.

Name
(Date of birth)

Brief profile, position and responsibility at theCompany(Significant concurrent positions)
April 1985

April 2005

June 2010

April 2014
June 2014

June 2016

June 20193

December
2020
Masaaki Kaji(March 1, 1963)
Re-election

June 2022

June 2023

Joined Japan Development Bank
(current Development Bank ofJapan Inc.)
Chief Representative, New York
Office, Development Bank ofJapan Inc.
General Manager, Information
Resources Department,
Development Bank of Japan Inc.
Joined Piolax Inc.
Advisor
General Manager, ERP Promotion
Department, Piolax Inc.
Executive Officer
General Manager, Human
Resources Department
General Manager, Global IT
Department, Piolax, Inc.
Senior Executive Officer, Piolax,
Inc.
President, Shanghai Piolax Co.,Ltd.
President, Dongguan Piolax Co.,Ltd.
President, Wuhan Piolax Co., Ltd.
Senior Executive Officer, Piolax,
Inc.
CEO, Piolax (China) Co., Ltd.
President, Dongguan Piolax Co.,Ltd.
President, Wuhan Piolax Co., Ltd.
(incumbent)
Director, Senior Executive Officer,
General Manager, Human
Resources Department, Piolax, Inc.
President, Piolax (China) Co., Ltd.
President & CEO, Dongguan
Piolax Co., Ltd.
President & CEO, Wuhan Piolax
Co., Ltd.
Director and Senior Executive
Officer, Piolax, Inc.
President, Piolax (China) Co.,Ltd.
President & CEO, Dongguan
Piolax Co., Ltd.
President & CEO, Wuhan Piolax
Co., Ltd (incumbent)(Responsibility)
Supervision of Administration Department,
Quality Assurance Department, Information- 9 -Attendance
Attendance
Number of theat the Auditat the Board
Company’s
andof Directors
shares owned
Supervisory
meetings
Committee

2,685(Of theabove
shares,the numberof those to
be issued
under
the sharebased
compensation system)

885

18/18

Candidate
No.

Name
(Date of birth)

Brief profile, position and responsibility at theCompany(Significant concurrent positions)

Attendance
Attendance
Number of theat the Auditat the Board
Company’s
andof Directors
shares owned
Supervisory
meetings
Committee

Technology Department and affiliated companies(Significant concurrent positions)
CEO, Piolax (China) Co., Ltd.
President, Dongguan Piolax Co., Ltd.
President, Wuhan Piolax Co., Ltd.
Reason for the Election of Director and Expected Role
Mr. Masaaki Kaji took office as Executive Officer of the Company in June 2016 to assume the responsibility for
the Human Resources and IT divisions. He took office in June 2019 as Senior Executive Officer in charge of China,
which is the largest automobile market, and has been promoting sales since then. He has been a Director of theCompany since June 2022, thereby contributing to the development of the Company group as the person in chargeof the Administration Department, Information Technology Department, Quality Assurance Department, andaffiliated companies. Prior to joining the Company, he worked in corporate credit and other divisions at
Development Bank of Japan Inc., and also served as a management executive after having worked in the U.S.,
making him thoroughly familiar with corporate management, IT, and finance matters.
The Company expects that Mr. Kaji would make use of his abundant experience, considerable insight and extensive
networks gained over the years to contribute to decision-making of the Board of Directors, and continue to bring
benefits for business development on a global scale, as well as improvement in the corporate value of the Company.
Accordingly, the Company proposes that he be a candidate for Director.

- 10 -

Candidate
No.

Name
(Date of birth)

Brief profile, position and responsibility at theCompany(Significant concurrent positions)
March 1987
April 2004

April 2006
June 2010

June 2011

January 2014

June 20164

Shigeru Masuda(August 12, 1963)
Re-election

June 2018

August 2020

June 2022

April 2024

Joined Piolax, Inc.
General Manager, Production
Engineering Department, Piolax,
Inc.
Group Leader, Production Group,
Fuel Parts SBU, Piolax, Inc.
Group Leader, Production Group,
Fasteners SBU
Manager, Moka Plant, Piolax, Inc.
Executive Officer
Executive Officer, Open/Close
Mechanism Parts SBU, Piolax, Inc.
Executive Officer
Executive Officer, Open/Close
Mechanism Parts SBU
General Manager, Production
Engineering Department, Piolax,
Inc.
Senior Executive Officer
Executive Officer, Open/Close
Mechanism Parts SBU
General Manager, Production
Engineering Department, Piolax,
Inc.
Senior Executive Officer
Executive Officer, Fasteners SBU
General Manager, Production
Engineering Department, Piolax.
Inc.
Director
Senior Executive Officer
Executive Officer, Fasteners SBU,
Piolax. Inc.
Director
Senior Executive Officer, Piolax.
Inc.
President, P.M.T. Inc.
Director and Senior Executive
Officer, Piolax, Inc. (incumbent)

Attendance
Attendance
Number of theat the Auditat the Board
Company’s
andof Directors
shares owned
Supervisory
meetings
Committee

23,734(Of theabove
shares, thenumber of
those to beissued under
the sharebased
compensation system)

18/18

3,234

(Responsibility)
Supervision of Production and Logistics Division
Reason for the Election of Director and Expected Role
Mr. Shigeru Masuda served as Executive Officer in charge of Open/Close Mechanism Parts SBU from June 2011,
has held the positions of Senior Executive Officer and Fasteners SBU Executive Officer, as well as General Managerof the Production Engineering Department, since June 2018, and has been a Director of the Company since August2020. In this way, he has contributed to the development of the Company group as the person in charge ofsupervision of the Production and Distribution Division. He has also been serving as president of P.M.T. INC., asubsidiary specializing in metal-mold production since June, and working on improving the corporatecharacteristics of the subsidiaries of the Company.
The Company expects that Mr. Masuda will continue to make use of his abundant experience, considerable insightand extensive networks gained over the years to contribute to decision-making of the Board of Directors, and bring- 11 -

Candidate
No.

Name
(Date of birth)

Brief profile, position and responsibility at theCompany(Significant concurrent positions)

Attendance
Attendance
Number of theat the Auditat the Board
Company’s
andof Directors
shares owned
Supervisory
meetings
Committee

benefits for business development on a global scale, as well as improvement in the corporate value of the Company.
Accordingly, the Company proposes that he be a candidate for Director.

- 12 -

Candidate
No.

Name
(Date of birth)

Brief profile, position and responsibility at theCompany(Significant concurrent positions)
April 1979

Joined Toyota Motor Co., Ltd

Managing Officer, Toyota Motor
Corporation
Executive Vice President, Toyota
July 2008
Motor Europe S.A./N.V.
General Manager, Kamigo Plant
April 2012
and Shimoyama Plant, Toyota
Motor Corporation
Representative Director andJune 2013
President, FTS Co., Ltd.
Executive Director, Aichi
July 2013
Employers’ Association
18/18(incumbent)
Hiroyuki Ochiai
Board Member, The Chubu
March 2018
(October 24, 1956)
Association of Corporate
Re-election
Executives (incumbent)
External
External Director, Piolax, Inc.
June 2022
Independent(incumbent)
October 2022 President, Social Welfare
Corporation Toyota Hikari-nosato (incumbent)(Significant concurrent positions)
President, Social Welfare Corporation Toyota
Hikari-no-sato
Reason for the Election of External Director and Expected Role
After taking office as Managing Officer of Toyota Motor Corporation in June 2008, Mr. Hiroyuki Ochiai served as
EVP at Toyota Motor Europe S.A./N.V. and General Manager of Kamigo Plant and Shimoyama Plant, and took
office as President of FTS Co., Ltd. in June 2013.
He assumed public offices such as Executive Director of Aichi Employers’ Association and Board Member of the
Chubu Association of Corporate Executives and has assumed the office of president of Social Welfare Corporation
Toyota Hikari-no-sato since June 2022, in addition to having worked in Europe as a management executive, to gain
extensive experience in and knowledge on management beyond the automobile industry. He has also been serving
as External Director of the Company (incumbent) since June 2022.
The Company expects that Mr. Ochiai will make use of his abundant experience, considerable insight, and extensive
networks gained over the years to contribute to decision-making at the Board of Directors and bring benefits forbusiness development on a global scale, and improvement in the corporate value of the Company. He also satisfies
the independence criteria as External Director of the Company. Accordingly, the Company proposes that he be a
candidate for External Director.
June 2008

5

Attendance
Attendance
Number of theat the Auditat the Board
Company’s
andof Directors
shares owned
Supervisory
meetings
Committee- 13 -

Candidate
No.

Name
(Date of birth)

Brief profile, position and responsibility at theCompany(Significant concurrent positions)

Attendance
Attendance
Number of theat the Auditat the Board
Company’s
andof Directors
shares owned
Supervisory
meetings
Committee

Joined the Mitsubishi Bank, Ltd.
(current MUFG Bank, Ltd.)
January 2001 Environment Project Team, Public
Relations, Starbucks Coffee Japan,
LimitedAugust 2003 General Manager, Social
Contribution Department,
Salesforce.com, Co., Ltd.
November
General Manager, CSR Office,2006
Nikko Asset Management Co., Ltd.
Representative Director , CSR
April 2010
18/18
Makiko Akabane
Asia Kabushiki-kaisha(incumbent)(November 21,
1969)
External Director, Piolax Inc.
June 2022(incumbent)
Re-election
External
External Director, UACJ
June 2023
Corporation (incumbent)
Independent(Significant concurrent positions)Representative Director, CSR Asia Kabushikikaisha
External Director, UACJ Corporation
Reason for the Election of External Director and Expected Role
Ms. Makiko Akabane served as the manager of the Environment Project Team, Public Relations, of Starbucks
Coffee Japan, Limited since January 2001, General Manager of the Social Contribution Department,
Salesforce.com, Co., Ltd. since 2003, and General Manager of the CSR Office, Nikko Asset Management Co., Ltd.
since November 2006, and has been acting as Representative Director, CSR Asia Kabushiki-kaisha(incumbent) since April 2010 and External Director, UACJ Corporation (incumbent) since June 2023. She gives
lectures at the Ministry of Environment, World Bank, universities and others as an expert on sustainability, andprovides third-party opinions and guidance on CSR reports issued by companies to lead sustainability and CSR
initiatives in the Japanese business circle. She has also been serving as External Director of the Company(incumbent) since June 2022.
The Company expects that Ms. Akabane will make use of her abundant experience, considerable insight, andextensive networks gained over the years to contribute to decision-making at the Board of Directors and bring
benefits for improvement in non-financial value for promoting ESG management at the Company. She also satisfies
the independence criteria as External Director of the Company. Accordingly, the Company proposes that she be a
candidate for External Director.
April 1993

6

Notes:
1.
Resolutions in writing are not included in attendance at the Board of Directors meetings for each candidate.
2.
There are no special conflicts of interests between the candidates and the Company.
3.
Mr. Hiroyuki Ochiai and Ms. Makiko Akabane are the candidates for External Directors.
4.
Mr. Hiroyuki Ochiai and Ms. Makiko Akabane currently serve as External Director of the Company, andtheir tenure as External Director will have been two years upon the closure of the Annual Meeting of
Shareholders.
5.
The Company has entered into a contract with Mr. Hiroyuki Ochiai and Ms. Makiko Akabane to limit theliability for damages prescribed in Article 423, Paragraph 1 of the Companies Act in accordance with theprovision of Article 427, Paragraph 1 thereof. The limited amount of liability under such contracts is theamount stipulated in laws and regulations. Provided that their re-election is approved, the Company plans
to continue the said contracts.
6.
The Company has entered into directors and officers liability insurance with an insurance company basedon the provisions of Article 430-3, paragraph 1 of the Companies Act to cover damage that the insured,
including Directors of the Company and eligible subsidiaries, may be liable for. (However, excluding
cases that were caused by intention and grave negligence.) The Company is responsible for paying the- 14 -

7.

premium in full, and the insured are effectively not subject to payment. Provided that each candidate iselected and takes office, they will become insured. The Company plans to renew the insurance with thesame terms and conditions before it expires.
Mr. Hiroyuki Ochiai and Ms. Makiko Akabane satisfy the requirements for independent directors as per
the regulations of Tokyo Stock Exchange, Inc. The Company plans to continue to designate them as
Independent Directors provided that they are elected as Directors.

- 15 -

Agenda No. 3:

Election of Three (3) Directors who are Audit and Supervisory
Committee members

The term of office of all three (3) Directors who are Audit and Supervisory Committee members
will expire upon conclusion of this Annual Meeting of Shareholders. Accordingly, the Company
hereby proposes the election of three (3) Directors who are Audit and Supervisory Committee
members.
In appointing candidates for Directors who are Audit and Supervisory Committee members, thevoluntary Nomination and Remuneration Advisory Committee, which is chaired by an outside
Director and the majority of whose members are Independent Outside Directors, deliberated andconsulted on the matter.
With respect to this agenda, consent by the Audit and Supervisory Committee has been obtained.
The candidates for Directors who are Audit and Supervisory Committee members are as follows.
Candidate
No.
1

2

3

Name

Genichi Ishikawa

Sakae Komiyama

Tetsu Hirowatari

Current position and responsibility, etc.
Director
Chairman of Audit and Supervisory Committee
External Auditor, Saga Tekkohsho Co., Ltd.
Director
Employee, Imanishi Tax and Accounting
Corporation
Member of the Board of Governors and the
Audit Committee, Government Pension
Investment Fund
Outside corporate auditor, NARUMIYA
INTERNATIONAL Co., Ltd.
Auditor, Medical Science Lab
Representative, Hirowatari Law Firm
External Auditor, Kuribayashi Steamship Co.,
Ltd.

Attributes

Re-election

Re-election
External
Independent

Newly appointed
External
IndependentRe-election The candidate for Director to be re-elected
Newly appointed The candidate for Director
External The candidate for External Director
Independent Independent Director in conformity with the regulation of the Stock Exchange- 16 -

Candidate
No.

Name
(Date of birth)

Brief profile, position and responsibility at theCompany(Significant concurrent positions)
April 1987

November
2008
April 2010

April 2012

May 2014
December
2014
June 2018
Genichi Ishikawa(April 18, 1963)
Re-election
1

June 2019

June 2022

Joined The Industrial Bank ofJapan, Limited (current Mizuho
Bank, Ltd.)
Deputy Director, Overseas Sales
Promotion Department, Mizuho
Corporate Bank, Ltd.
Director, Industry Research
Department, Mizuho Corporate
Bank, Ltd.
General Manager, Kansai Financial
Institution Department, Mizuho
Corporate Bank, Ltd.
Joined Piolax, Inc.
Executive Officer, Piolax, Inc.,
President, Piolax Corporation
Managing Director, PIOLAXMEDICAL DEVICES, INC.
Executive Officer, General
Manager, Human Resources
Department and General Manager,
Global Business Administration
Department, Piolax, Inc.
Director of Piolax, Inc. (Full-time
Audit and Supervisory
Committee member), External
Auditor, Saga Tekkohsho Co.,
Ltd. (incumbent)

Attendance
Attendance
Number of theat the Auditat the Board
Company’s
andof Directors
shares owned
Supervisory
meetings
Committee

1,100

18/18

12/12

(Responsibility)
Chairman of Audit and Supervisory Committee(Significant concurrent positions)
External Auditor, Saga Tekkohsho Co., Ltd.
Reason for the Election of Director and Expected Role
Mr. Genichi Ishikawa took office as Executive Officer of the Company in December 2014, and served as Presidentof a subsidiary in the U.S., an important base. He further served as Managing Director of a subsidiary in the medical
devices business from June 2018 and has been acting as Executive Officer, General Manager of the Human
Resources Department, and General Manager of the Global Business Administration Department since June 2019.
He has been serving as a Director who is an Audit and Supervisory Committee member (incumbent, full-time) of
the Company since June 2022. He conducts audits on the business execution of the Company, and provides
appropriate advice and suggestions on the occasions of important management decisions. Prior to joining theCompany, he worked in the corporate credit division and others at Mizuho Corporate Bank, Ltd. He also served asa management executive, after having worked in the U.S. He is thoroughly familiar with corporate management,international affairs, and finance matters.
The Company expects that Mr. Ishikawa will continue to make use of his experience and insight that he accumulated
over the years to conduct audits on and provide oversight on the business execution of the Company from an
objective standpoint. Accordingly, the Company proposes that he be a candidate for Director who is an Audit andSupervisory Committee member.

- 17 -

Candidate
No.

2

Name
(Date of birth)

Brief profile, position and responsibility at theCompany(Significant concurrent positions)

Attendance
Attendance
Number of theat the Auditat the Board
Company’s
andof Directors
shares owned
Supervisory
meetings
Committee

October 1988 Joined Eiwa Audit Corporation(current KPMG AZSA LLC)
October 1992 Joined Tomy Co., Ltd. (current
Tomy Company, Ltd.)
Joined Ota Showa Audit
March 2000
Corporation (current Ernst &Young ShinNihon LLC)
Joined Imanishi Tax andApril 2014
Accounting Corporation(incumbent)
Auditor, Government Pension
July 2015
Investment Fund
October 2017 Governor and Auditor,
Government Pension Investment
Fund (incumbent)
August 2020 External Director (Audit andSupervisory Committee
18/18
12/12
member),Piolax,Inc.
Sakae Komiyama(incumbent)(October 3, 1965)
Outside corporate auditor,
June 2022
Re-election
NARUMIYA
External
INTERNATIONAL Co., Ltd.
Independent(incumbent)
October 2022 Auditor, Medical Science Lab(incumbent)(Significant concurrent positions)
Employee, Imanishi Tax and Accounting
Corporation
Governor and Auditor, Government Pension
Investment Fund
Outside corporate auditor, NARUMIYA
INTERNATIONAL Co., Ltd.
Auditor, Medical Science Lab
Reason for the Election of External Director and Expected Role
Ms. Sakae Komiyama has been serving as an External Director who is an Audit and Supervisory Committee memberof the Company since August 2020, to conduct audits on the business execution of the Company and provide
appropriate advice and suggestions on the occasions of important management decisions.
Ms. Komiyama has never been directly involved in corporate management. However, the Company expects that
Ms. Komiyama will continue to make use of her insight and experience gained over the years in areas related toaccounting and tax as a certified public accountant to conduct audits on and provide oversight on the businessexecution of the Company from an objective standpoint. Accordingly, the Company proposes that she be a candidate
for External Director who is an Audit and Supervisory Committee member.
Ms. Sakae Komiyama worked at the predecessor (EY Ota Showa Audit Corporation) of Ernst & Young ShinNihon
LLC, the Accounting Auditor of the Company, in the past. However, she was not in charge of the Company while
in office, and a reasonable number of years have passed since she resigned from EY Ota Showa Audit Corporationin 2014. Accordingly, she is judged to be independent in light of the Company’s independence criteria.

- 18 -

Candidate
No.

Name
(Date of birth)

Brief profile, position and responsibility at theCompany(Significant concurrent positions)Registered as attorney at law at theDai-ichi Tokyo Bar Association
Joined Takashi Ueno Law Office
Representative, Hirowatari Law
April 1999
Office (incumbent)
External Auditor, Shibaura
June 2000
Electronics Co., Ltd.
External Auditor, Kuribayashi
June 2006
Steamship Co., Ltd. (incumbent)(Significant concurrent positions)Representative, Hirowatari Law Office
External Auditor, Kuribayashi Steamship Co., Ltd.

Attendance
Attendance
Number of theat the Auditat the Board
Company’s
andof Directors
shares owned
Supervisory
meetings
Committee

April 1992

3

Tetsu Hirowatari(November 28,
1958)
Newly appointed
External
Independent
Reason for the Election of External Director and Expected Role
After having joined Takashi Ueno Law Office at the same time as being registered as an attorney at law at the Daiichi Tokyo Bar Association in April 1992, Mr. Tetsu Hirowatari opened Hirowatari Law Office in April 1999. In
addition, he was appointed as External Auditor of Shibaura Electronics Co., Ltd. in June 2000 and has been serving
as External Auditor of Kuribayashi Steamship Co., Ltd. since June 2006 and to the present. From June 2022 to thepresent, he has been serving as an observer at the Nomination and Remuneration Advisory Committee as a Director
who is a Substitute Audit and Supervisory Committee member of the Company.
Mr. Hirowatari has never been directly involved in corporate management. However, the Company expects that hewill make use of his insight and experience gained over the years in areas related to law as an attorney to conduct
audits on and provide oversight on the business execution of the Company from an objective standpoint.
Accordingly, at this timing of the re-election of Directors who are Audit and Supervisory Committee members, theCompany proposes that he be a candidate for External Director who is an Audit and Supervisory Committee
member.
Notes:
1.
There are no special conflicts of interests between the candidates and the Company.
2.
Ms. Sakae Komiyama and Mr. Tetsu Hirowatari are candidates for External Directors.
3.
Ms. Sakae Komiyama currently serves as an Director who is an Audit and Supervisory Committee
member of the Company, and she will have held office for three (3) years and 10 months at the closingof this Annual Meeting of Shareholders.
4.
The Company has entered into a contract with Ms. Sakae Komiyama to limit the liability for damagesprescribed in Article 423, Paragraph 1 of the Companies Act in accordance with the provisions of Article
427, Paragraph 1 thereof. The limited amount of liability under such contract is the amount stipulated inlaws and regulations. Provided that the candidate is approved at the re-election of Director, the Company
plans to continue such contract. If the election of Mr. Tetsu Hirowatari is approved, the Company plansto enter into a contract with him to limit the liability for damages with similar provisions.
5.
The Company has entered into directors and officers liability insurance with an insurance company basedon the provisions of Article 430-3, paragraph 1 of the Companies Act to cover damage that the insured,
including Directors of the Company and eligible subsidiaries, may be liable for. (However, excluding
cases that were caused by intention and grave negligence.) The Company is responsible for paying thepremium in full, and the insured are effectively not subject to payment. Provided that each candidate iselected and takes office, they will become insured. The Company plans to renew the insurance with thesame terms and conditions before it expires.
6.
The Company designated Ms. Sakae Komiyama as Independent Director in conformity with theregulations of Tokyo Stock Exchange, Inc. and submit a notification to the said exchange. Provided that
she is approved at the re-election of Director, she will continue to be an Independent Director.
Furthermore, Mr. Tetsu Hirowatari meets the requirements for an Independent Director in conformity
with the regulations of Tokyo Stock Exchange, Inc. and provided that he is approved at the election of
Director, the company will designate him as an Independent Director.

- 19 -

Agenda No. 4:

Election of One (1) Director who is a Substitute Audit and Supervisory
Committee member

In order to prepare for a vacancy arising in the legally required number of Directors who are
Audit and Supervisory Committee members, the Company proposes the election of one(1) substitute Audit and Supervisory Committee member.
In appointing a candidate for Director who is a Substitute Audit and Supervisory Committee
member, the voluntary Nomination and Remuneration Advisory Committee, which is chairedby an outside Director and the majority of whose members are Independent Outside Directors,
deliberated and consulted on the matter.
With respect to this agenda, consent by the Audit and Supervisory Committee has been obtained.
The candidate for Director who is a Substitute Audit and Supervisory Committee member is asfollows.

Name(Date of birth)

Brief profile, position and responsibility at theCompany(Significant concurrent positions)
December
2008
December2012
December
2017
April 2020

Attendance
Attendance
Number of theat the Auditat the Board
Company’s
andof Directors
shares owned
Supervisory
meetings
Committee

Joined KPMG AZSA & Co.
(current KPMG AZSA LLC)
Registered as a certified public
accountant
Full-time Audit & Supervisory
Board Member, CyberBuzz, Inc.
Representative, WEspoir LLC(incumbent)
December
External Director (Audit and
2022
Supervisory Committee
member), CyberBuzz, Inc.
(incumbent)
Naho Isomura
External Statutory Auditor,
March 2023
(January 8, 1986)
adish Co., Ltd. (incumbent)
External(Significant concurrent positions)Representative, WEspoir LLC
External Director (Audit and Supervisory
Committee member), CyberBuzz, Inc.
External Statutory Auditor, adish Co., Ltd
Reason for the Election of Substitute External Director and Expected Role
After having joined KPMG AZSA & Co. (current KPMG AZSA LLC) in December 2008 and being registered asa certified public accountant in December 2012, Ms. Naho Isomura was appointed as a full-time Audit andSupervisory Committee member of CyberBuzz, Inc. in December 2017, and has been serving External Director(Audit and Supervisory Committee member) of CyberBuzz, Inc. since 2022, Representative of WEspoir LLC sinceApril 2020 and External Statutory Auditor of adish Co., Ltd. since March, 2023 to the present, gaining extensive
experience and expertise in corporate management. The Company expects that Ms. Naho Isomura will make use ofher insight and experience gained over the years in areas related to accounting and tax as a certified public
accountant to conduct audits on and provide oversight on the business execution of the Company from an objective
standpoint. Accordingly, at this timing of the re-election of Directors who are Audit and Supervisory Committee
members, the Company proposes that she be a candidate for External Director who is a substitute Audit andSupervisory Committee member.
Notes:
1.
There are no special conflicts of interests between the candidates and the Company.
2.
Ms. Naho Isomura is a candidate for substitute External Director.
3.
If Ms. Naho Isomura assumes office as an External Director who is an Audit and Supervisory Committee- 20 -

4.

5.

member, the Company plans to enter into a contract with her to limit the liability for damages prescribedin Article 423, Paragraph 1 of the Companies Act in accordance with the provisions of Article 427,
Paragraph 1 thereof. The limited amount of liability under such contract is the amount stipulated in laws
and regulations.
Ms. Naho Isomura satisfies the requirements for Independent Director as per the regulations of Tokyo
Stock Exchange, Inc. The Company plans to designate her as an Independent Director and submit a
notification to the said exchange if she assumes office as a Director who is an Audit and Supervisory
Committee member.
The Company has entered into directors and officers liability insurance with an insurance company basedon the provisions of Article 430-3, paragraph 1 of the Companies Act to cover damage that the insured,
including Directors who are Audit and Supervisory Committee members of the Company, may be liablefor. (However, excluding cases that were caused by intention and grave negligence.) The Company is
responsible for paying the premium in full, and the insured are effectively not subject to payment.
Provided that Ms. Naho Isomura is elected and takes office as a Director who is an Audit and Supervisory
Committee member, she will become insured. The Company plans to renew the insurance with the sameterms and conditions before it expires.

- 21 -

[Reference]
Basic policy for election of candidates for Director
The Company, following the slogan of “Pioneer in Creating Elasticity”, aspires to be a development/creationoriented enterprise that makes great use of the “elasticity” of raw materials as the core technology in theautomotive, medical, life-related, and other industries. Having already expanded into the global market
centering on the U.S. and Asia, the Company sets an eye on the new movements of the automotive industry
represented by “CASE,” and is determined to aggressively deepen and expand its business domain and aims at
the sustainable growth and the medium to long-term enhancement of corporate value through incorporating“ESG” into its corporate management. Based on this basic policy, the Company has set forth the election
criteria for candidates for Director.
Procedure for election of candidates for Director
In appointing candidates for Director, the Nomination and Remuneration Advisory Committee will make aproposal to the Board of Directors, and the Board of Directors will deliberate, decide on the proposal of theNomination and Remuneration Advisory Committee, and submit an agenda item for election of Directors to a
general meeting of shareholders.
Independence criteria for External Director
The Company has formulated the “independence criteria for External Director” and will select Independent
Directors who do not fall under any of the following items to lack independence.
(1)
Any person who currently belongs or at any point in the past has belonged to the Company,
subsidiaries, and affiliates as one who executes business(2)
Any person who currently belongs to an organization, such as a corporation of which the Company isa main shareholder, as one who executes business(3)
Any person who currently belongs to an organization, such as a corporation of which the Company isa main shareholder or one that is a main shareholder of the Company, as one who executes business(4)
Any person who currently is a main business partner of the Company or to whom the Company is amain business partner (in the case of an organization, such as corporations, any person who currently
belongs to that organization and executes business)(5)
Any person who currently is a main lender or an important creditor to the Company (in the case of anorganization, such as corporations, any person who currently belongs to that organization and executes
business)(6)
Any person who currently is the accounting auditor of the Company or a certified public accountant
who is the accounting advisor to the Company or currently belongs to the accounting firm of theCompany(7)
Any person who currently receives a large amount of compensation through providing legal, financial,
tax and other professional services or consulting to the Company (in the case of an organization, suchas corporations, any person who currently belongs to that organization)(8)
Any person who currently receives a large amount of donations from the Company (in the case of anorganization, such as corporations, any person who currently belongs to that organization)(9)
Any person who has been External Director whose number of years in office exceeds the period
stipulated by the Company(10) Any person who falls under any of (2) to (8) above in the past five years(11) Any person who has a special reason that may be judged as likely to cause a conflict of interest withgeneral shareholders, notwithstanding the provisions of the preceding paragraphs
Notes:
1:Main shareholder: A shareholder who has 10% or more of the total voting rights
2:
Main business partner: A business partner whose transactions with the Company total a monetaryamount exceeding 2% or more of the consolidated net sales of the Company
3:
Main lender (other large creditor): A lender whose lending exceeds 2% or more of the total
consolidated assets of the Company (large creditor)
4:
Large amount of compensation: A monetary amount exceeding an annual 10 million yen in averagein the past three fiscal years
5:
Large amount of donations: A monetary amount exceeding an annual 10 million yen in the past fiscal
year
6:
Number of years in office: The tenure for External Director who is not an Audit and Supervisory
Committee member and who is an Audit and Supervisory Committee member is six years and 12
years, respectively- 22 -

[Reference] The structure of the Board of Directors if Agenda No. 2 and 3 are approved
If Agenda No. 2 and 3 are approved as they are proposed, the structure of the Board of Directors at theclose of the Annual General Meeting of Shareholders will be as below:

Name
Re-election

Independence

Yukihiko Shimazu

GenderTenure as
Director

Position at theCompany (Planned)Male

19 yearsPresident andRepresentative
Director

Newly
appointed

Satoshi Yamada

Male

-

President andRepresentative
Director

Re-election

Masaaki KajiMale

2 years

Managing Director

Re-election

Shigeru Masuda

Male

3 years and
10 months

Director

Re-election

Hiroyuki Ochiai

Independent
DirectorMale

2 years

External Director

Re-election

Makiko Akabane

Independent
DirectorFemale2 years

External Director

Re-election

Genichi Ishikawa

Re-election

Sakae Komiyama

Newlyappointed

Tetsu Hirowatari

*1.
2.

Male

2 years

Independent
DirectorFemale3 years and
10 months

Independent
Director

Male-

Director
Full-time Audit andSupervisory
Committee member
External Director
Audit andSupervisory
Committee member
External Director
Audit andSupervisory
Committee member

The tenure of each Director is described as the total number of years in office regardless of their titles.
Ms. Sakae Komiyama worked at the predecessor (EY Ota Showa Audit Corporation) of Ernst & Young
ShinNihon LLC, the Accounting Auditor of the Company, in the past. However, she was not in chargeof the Company while in office, and a reasonable number of years have passed since she resigned fromEY Ota Showa Audit Corporation in 2014. Accordingly, she is judged to be independent in light of theCompany’s independence criteria.

- 23 -

Managing Director Masaaki Kaji

Director

Shigeru
MasudaExternal Director

Hiroyuki
Ochiai

External Director

MakikoAkabane

Director
Full-time Audit and Genichi
Supervisory
Ishikawa
Committee member
External Director
Audit and
Sakae
Supervisory
Komiyama
Committee member
External Director
Audit and
Tetsu
Supervisory
HirowatariCommittee member






























- 24 -

Innovation/new
business



DX/IT

ESG/
sustainabilityLegal/riskmanagement

Satoshi
YamadaFinance/accounting

Manufacturing/
qualityTechnology/
development

Yukihiko
Shimazu

Name

Global businessPresident andRepresentative
Director
President andRepresentative
Director

Sales/
marketing

Position at theCompany (Planned)

Corporate
management[Reference] Skill matrix of the Board of Directors if Agenda No. 2 and 3 are approved
If Agenda No. 2 and 3 are approved as they are proposed, the skill matrix of the Board of Directors at
the close of the Annual General Meeting of Shareholders will be as below: