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 1, 2021

To Our Shareholders:
51 Iwai-cho, Hodogaya-ku,
Yokohama-shi, Kanagawa

Piolax, Inc.
Yukihiko Shimazu, President

Notice of the 105th Annual Meeting of Shareholders
The Company would hereby like to inform you that the Company’s 105th Annual Meeting of
Shareholders will be held as described below.
You may exercise your voting rights in writing or via the Internet, etc. In the interest of
preventing the spread of COVID-19 infections, we kindly request you to read the following
Reference Document for the Annual Meeting of Shareholders and exercise your voting rights
no later than the close of business at 5:30 p.m., Monday, June 21, 2021, following the
instructions below, and to refrain from attending this year’s Annual Meeting of Shareholders
in person if possible.
If there is any major change to the operation of the Annual Meeting of Shareholders, dependingon the situation in the future, we will give notification thereof on the Company’s website below.
・ Company’s website (https://www.piolax.co.jp/en/)
Sincerely yours,
Notice regarding our countermeasures against COVID-19
We sincerely ask all shareholders attending the Annual Meeting of Shareholders to consider theirinfection status regarding COVID-19 and their health condition on the day of the meeting, and to
take preventive measures such as wearing a mask when coming to the venue. Please also understandthat our officers and staff will wear masks and take measures that are necessary to prevent the spreadof COVID-19 at the venue of the Annual Meeting of Shareholders (e.g. ask our shareholders to wear
masks, take our shareholders’ temperature, regulate admissions to ensure social distancing among
our shareholders, ask our shareholders who have symptoms such as fever and cough not to attend themeeting, and shorten the hours of the meeting).

- 1 -

1.

Date:

10:00 a.m., Tuesday, June 22, 2021
(Reception start: 9:00 a.m.)2.

Venue:

Large Meeting Room, 7F West Tower, Yokohama Business Park
134 Godo-cho, Hodogaya-ku, Yokohama-shi, Kanagawa

3.

Purposes:
Items to be reported:

1.

2.

4.

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 105th business period (April 1, 2020 toMarch 31, 2021)
The Non-Consolidated Financial Statements for the 105th
business period (April 1, 2020 to March 31, 2021)

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

Appropriation of Retained Earnings

Information on
exercise of voting
rights, etc.

Please see Information on Exercise of Voting Rights, etc. listed
on Page 4.

Election of Six (6) Directors (excluding Directors who are Audit
and Supervisory Committee Members)・ When you attend the meeting, we kindly request that you submit the enclosed voting form to thereceptionist at the venue. Please also bring this notice to the meeting with you to help us preserve
resources.
・ The following matters that are required to be attached to the Notice of the Annual Meeting of
Shareholders are reported on the Company’s website (https://www.piolax.co.jp/ en/) in accordancewith the provisions of laws and regulations and Article 19 of the Articles of Incorporation of theCompany, so they are not shown in this notice to the meeting.
-Notes to Consolidated Financial Statements-Notes to Non-Consolidated Financial Statements
・ Consolidated Financial Statements and Non-Consolidated Financial Statements, which have been
audited by the Audit & Supervisory Committee and the Accounting Auditor when preparing the Audit
Report and the Accounting Audit Report respectively, include matters that should be presented asthese Notes to Consolidated Financial Statements and Notes to Non-Consolidated Financial
Statements in addition to matters presented in this notice to the meeting.

・ If there are any revisions to the Reference Document for the Annual Meeting of Shareholders,the Business Report, and/or the Non-Consolidated and the Consolidated Financial Statements,
the revised matters will be listed on the Company’s website (https://www.piolax.co.jp/en/).

- 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 enclosed herewith
and return it by mail.
Voting deadline: must arrive by 5:30 p.m., Monday, June 21, 2021

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., Monday, June 21, 2021

If you attend the Annual Meeting of Shareholders:
Please submit the voting form enclosed herewith to the receptionist at the venue.
Date: 10:00 a.m., Tuesday, June 22, 2021 (Reception start: 9:00 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 your initial 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.

If you have any inquiries about the operation of apersonal computer, a smartphone or a cellular
phone regarding the exercise of voting rights via
the Internet, please contact the number on theright-hand side:

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 principle of paying a dividend to shareholders upon taking into
account performance, financial condition, etc., because the Company regards appropriately
returning profits to shareholders to be the most important management policy based on its
fundamental philosophy of maintaining stable dividends. The year-end dividend and otherappropriations of retained earnings for the 105th 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 25.0 yen per common share of the Company.
In this case, the total amount of dividends shall be 905,134,450 yen.
As a result, the dividends on an annual basis will be 35 yen per share including the interim
dividends of 10.0 yen per share.

(3)

Effective date on which dividends are disbursed from retained earnings
June 23, 2021

2. Other appropriations of retained earnings(1)

Account title and amount of increase in retained earnings
General reserve(2)

2,600,000,000 yen

Account title and amount of decrease in retained earnings
Retained earnings brought forward

2,600,000,000 yen- 5 -Agenda No. 2:

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

The term of office of all six (6) Directors (excluding Directors who are Audit and Supervisory
Committee Members; hereinafter the same applies in this agenda) will expire upon conclusionof this Annual Meeting of Shareholders. Accordingly, the Company hereby proposes theelection of six (6) Directors.
With respect to the agenda item, the Audit and Supervisory Committee of the Company deems
all candidates to be appropriate as Directors of the Company.
The candidates for Directors are as follows.
Candidate
No.

Name

1

Yukihiko Shimazu

2Michio Nagamine

3

Toru Suzuki

4

Harumitsu Sugiyama

5

Shigeru Masuda

6Toru Oka

Current position and responsibility, etc.
President and Representative Director
President Executive Officer
Chairman of the Board of Directors
CEO, Piolax (China) Co., Ltd.
Senior Managing Director
Senior Managing Executive Officer
Supervision of Planning and Administration
Department, Information Technology
Department, and affiliated companies
Director
Senior Executive Officer
Supervision of Sales Department andPurchasing Department
Executive Officer, Sales SBU
Director
Senior Executive Officer
Supervision of Design Department
General Manager, Design Department
Executive Officer, Fuel Parts SBU
Director
Senior Executive Officer
Supervision of Production and Logistics
Department and Quality Assurance
Department
Executive Officer, Fasteners SBU
Director
External Director, Ishizaki Honten
Company, Limited

Attributes

Re-election

Re-election

Re-election

Re-election

Re-election

Re-election External
IndependentRe-election The candidates for Directors to be re-elected
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

Yukihiko Shimazu(September 10,
1957)
Re-election
1

Joined Piolax, Inc.
General Manager, Overseas Sales
Department, Piolax, Inc.
August 2001 President, Piolax Corporation
June 2005
Director, Piolax, Inc.
June 2006
Director
Executive Officer, Sales SBU
General Manager, Overseas Sales
Department, Piolax, Inc.
President and Representative
April 2010
Director, Piolax, Inc.
President and Representative
June 2016
Director, President Executive
Officer, Piolax, Inc. (incumbent)(Responsibility)
Chairman of the Board of Directors(Significant concurrent positions)
CEO, Piolax (China) Co., Ltd.

Attendance
Number of theat the Board
Company’sof Directors
shares owned
meetings

54,753(Of theabove
shares,the numberof those to
be issued
under
the sharebased
compensation system)

19/19

7,653

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 the slogan, “ONE PIOLAX,” toward growth. He had undertaken the role ofPresident of the U.S. subsidiary of the Company from August 2001 to May 2006, and currently has theconcurrent position of CEO (Chairman) of Chinese-based general subsidiary of the Company, thus
having made contributions to transforming the Company as a global entity.
The Company expects that Mr. Shimazu would continue to make use of his abundant experience,
considerable insight and extensive networks gained over the years for contributing to decision-makingof the Board of Directors, and bringing benefits for business development on a global scale as well as
improvement in 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)

Joined Japan Development Bank
(current Development Bank ofJapan Inc.)
General Manager, Information
June 2003
Resources Department,
Development Bank of Japan Inc.
June 2007
Advisor, Piolax, Inc.
July 2007
Advisor
General Manager, ERP Promotion
Department, Piolax, Inc.
April 2008
Advisor
4,998
General Manager, Purchasing
Department, Piolax, Inc.
(Of theJune 2008
Director
above
shares,General Manager, Purchasing
Department, Piolax, Inc.
the numberof those toJune 2012
Director
19/19
be issued
General Manager, HR Office,under
Piolax, Inc.
Michio Nagamine
the shareApril 2013
Managing Director
based(March 15, 1957)
compensatGeneral
Manager,HR
Office,Re-election
ion system)
Piolax, Inc.
4,998
April 2015
Managing Director, Piolax, Inc.
June 2016
Managing Director,
Managing Executive Officer,
Piolax, Inc.
June 2019
Senior Managing Director,
Senior Managing Executive
Officer, Piolax, Inc. (incumbent)(Responsibility)
Supervision of Planning and Administration
Department, Information Technology Department,
and affiliated companies
Reason for the election of Director and Expected Role
Mr. Michio Nagamine served as Managing Director of the Company from April 2013 through June2019 and contributed to the growth of the Company by undertaking roles as General Manager
responsible for Planning and Administration, Purchasing, and Information Technology Departments,
as well as operations of the affiliates of the Company”, and has expressed an excellent leadership for
the Company group as Senior Managing Director since June 2019. He has gained considerable
knowledge and insight in IT and finance fields through managerial jobs including the management ofDevelopment Bank of Japan Inc. prior to joining the Company in June 2007.
The Company expects that Mr. Nagamine would continue to make use of his abundant experience,
sufficient insight and extensive networks gained over the years for contributing to decision-making of
the Board of Directors, and bringing benefits for business development on a global scale as well as
improvement in corporate value of the Company. Accordingly, the Company proposes that he be a
candidate for Director.
April 19792

Attendance
Number of theat the Board
Company’sof Directors
shares owned
meetings- 8 -Candidate
No.

Name
(Date of birth)

Brief profile, position and responsibility at theCompany(Significant concurrent positions)
March 1985
December
2001
April 2005
June 2008

3

Attendance
Number of theat the Board
Company’sof Directors
shares owned
meetings

Joined Piolax, Inc.
President, P.S.T. Inc.

Manager, Moka Plant, Piolax, Inc.
Manager, Moka Plant, Piolax, Inc.
President, P.M.T. Inc.
June 2010
Executive Officer
Manager, Fuji Plant, Piolax, Inc.
President, P.M.T. Inc.
June 2011
Managing Executive Officer
12,056
Director
Manager, Fuji Plant, Piolax, Inc.
(Of theJanuary
Managing Executive Officer
above
2014
shares, theDirector, Piolax, Inc.
President, Dongguan Piolax Co., Ltd. number of
19/19
those to be
President, Wuhan Piolax Co., Ltd.
issued underJune 2016
Senior Executive Officer, Piolax, Inc. the shareToru Suzuki
based
President, Dongguan Piolax Co., Ltd.
(March 1, 1962)
compensatPresident, Wuhan Piolax Co., Ltd.
ion system)
Re-election
January
Senior Executive Officer, Piolax, Inc.
956
2019
President, Dongguan Piolax Co., Ltd.
President, Wuhan Piolax Co., Ltd.
President, Shanghai Piolax Co., Ltd.
June 2019
Director
Senior Executive Officer
Executive Officer, Sales SBU,
Piolax, Inc. (incumbent)(Responsibility)
Supervision of Sales Department and Purchasing
Department Executive Officer, Sales SBU
Reason for the election of Director and Expected Role
Mr. Toru Suzuki became Executive Officer of the Company in June 2010, and Director and the head of
production, logistics and quality assurance in June 2011. In January 2014, he assumed the position ofpresident of the subsidiary in China and then became Senior Executive Officer of the Company inconjunction with the Company’s transition to a company with an audit and supervisory committee inJune 2016. In January 2019, he assumed the office of president of the Chinese-based general subsidiaryand had extensive knowledge of China as the world’s largest automobile market. Since June 2019, he
has served as Director of the Company and contributed to the growth of the Company by undertaking
roles as Supervision responsible for Sales and Purchasing Departments. From December 2001 to March
2005, he served as president of P.S.T. Inc., a subsidiary specializing in presswork, and from June 2008
to May 2011, he assumed the position of president of P.M.T. Inc., a subsidiary specializing in metalmold production. Through various positions including the above, he has been working on improving
the corporate characteristics of the subsidiaries of the Company.
The Company expects that Mr. Suzuki would make use of his abundant experience, sufficient insightand extensive networks cultivated over the years for contributing to the decision-making at meetingsof the Board of Directors and bringing benefits for business development on a global scale and theimprovement of corporate value. Accordingly, the Company proposes that he be a candidate for
Director.

- 9 -Candidate
No.

Name
(Date of birth)

Brief profile, position and responsibility at theCompany(Significant concurrent positions)
March 1980

4

Attendance
Number of theat the Board
Company’sof Directors
shares owned
meetings

Joined Piolax, Inc.

October 2003 Group Leader, Development
Group, Fuel Parts SBU, Piolax, Inc.
October 2011 Executive Officer
Executive Officer, Fuel Parts SBU,
17,300
Piolax, Inc.
June 2017
Senior Executive Officer(Of theGeneral Manager, Design
above
Department
shares, theExecutive officer, Fuel Parts SBU,
number of
13/13
Piolax, Inc.
those to beissued under
August 2020 Director
the shareHarumitsu
Senior Executive Officer
based
Sugiyama
GeneralManager,
Designcompensat(May 28, 1957)
ion system)
Department
Re-election
0
Executive officer, Fuel Parts
SBU, Piolax, Inc. (incumbent)(Responsibility)
Supervision of Design Department General
Manager, Design Department Executive officer,
Fuel Parts SBU
Reason for the election of Director and Expected Role
Mr. Harumitsu Sugiyama has served as the Company’s Fuel Parts SBU Executive Officer since
October 2011, engaging in the development of new parts as the leading figure involved in fuel systemparts within the Company. He also has held the positions of Senior Executive Officer and General
Manager of the Design Department since June 2017 and has served as Director of the Company and
Fuel Parts SBU Executive Officer, as well as General Manager of the Design Department, since August
2020, and has contributed to the development of the Company group as the person in charge of thedesign department.
The Company expects that Mr. Sugiyama would make use of his abundant experience, sufficientinsight and extensive networks gained over the years for contributing to decision-making of the Boardof Directors, and bringing benefits for business development on a global scale as well as improvement
in 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

5

Attendance
Number of theat the Board
Company’sof Directors
shares owned
meetings

Joined Piolax, Inc.
General Manager, Production
Engineering Department, Piolax,
Inc.
April 2006
Group Leader, Production Group,
Fuel Parts SBU, Piolax, Inc.
June 2010
Group Leader, Production Group,
Fasteners SBU
Manager, Moka Plant, Piolax, Inc.
June 2011
Executive Officer
Executive Officer, Open/Close
Mechanism Parts SBU, Piolax, Inc.
January 2014 Executive Officer
Executive Officer, Open/Close
20,500Mechanism Parts SBU
General Manager, Production(Of theEngineering Department, Piolax,
above
shares, theInc.
number ofJune 2016
Senior Executive Officer
13/13
those to be
Executive Officer, Open/Close
issued under
Mechanism Parts SBU
the shareShigeru Masuda
General Manager, Production
based(August 12, 1963)
compensatEngineering Department, Piolax,
ion system)
Re-electionInc.
0
June 2018
Senior Executive Officer
Executive Officer, Fasteners SBU
General Manager, Production
Engineering Department, Piolax.
Inc.
August 2020 Director
Senior Executive Officer
Executive Officer, Fasteners SBU,
Piolax. Inc. (incumbent)(Responsibility)
Supervision of Production and Logistics
Department
Supervision of Quality Assurance Department
Executive officer, Fasteners SBU
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 Manager of the Production Engineering Department, since June 2018, and has beena Director of the Company since August 2020, thereby contributing to the development of the Company
group as Fasteners SBU Executive Officer and the person in charge of the production and distribution
department and the quality assurance department.
The Company expects that Mr. Masuda would make use of his abundant experience, sufficient insightand extensive networks gained over the years for contributing to decision-making of the Board of
Directors, and bringing benefits for business development on a global scale as well as improvement incorporate value of the Company. Accordingly, the Company proposes that he be a candidate for
Director.

- 11 -

Candidate
No.

Name
(Date of birth)

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

Attendance
Number of theat the Board
Company’sof Directors
shares owned
meetings

Joined Toyo Kogyo Co., Ltd.
(current Mazda Motor Corporation)
US manufacturing subsidiary of
April 1986
Mazda
Purchasing Division, Mazda Motor
April 1992
Corporation
General Manager, Parts Purchasing
April 1997
Dept. No. 1, Purchasing Division,
Mazda Motor Corporation
Executive Officer, Mazda Motor
June 2002
Corporation
April 2004
Executive Officer
General Manager, Purchasing
Division, Mazda Motor Corporation
Managing Executive Officer, Mazda
April 2006
Motor Corporation
1,000
19/19
Toru Oka
President & Representative
June 2010
Director, DaikyoNishikawa(February 26, 1950)
Corporation
Re-election
Director and Senior Adviser,
June
2015
External
DaikyoNishikawa Corporation
Independent
August 2016 External Director, Ishizaki
Honten Company, Limited(incumbent)
March 2018 Retired DaikyoNishikawa
Corporation
External Director, Piolax, Inc.
June 2018(incumbent)(Significant concurrent positions)
External Director, Ishizaki Honten Company,
LimitedReason for the election of External Director and Expected Role
During the period from June 2010 to June 2015, Mr. Toru Oka served as President & Representative
Director of DaikyoNishikawa Corporation and has served in the managerial role of External Directorof Ishizaki Honten Company, Limited from August 2016 to the present. He also has been External
Director of the Company since June 2018 to the present. Additionally, he gained experience in the U.S.
when he worked at Mazda Motor Corporation and accumulated extensive experience, knowledge, andinsight into the Automotive industry in Japan and overseas.
The Company expects that Mr. Oka will continue making 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 bringing benefits for business development on a global scale and improvement incorporate value. Simultaneously, he satisfies the independence criteria as External Director of theCompany. Accordingly, the Company proposes that he be a candidate for External Director.
April 1972

6

Notes:
1.
Attendance at the Board of Directors meetings of each candidate does not include written resolutions.
2.
There are no special conflicts of interests between the candidates and the Company.
3.
Mr. Toru Oka is the candidate for External Director.
4.
Mr. Toru Oka currently serves as External Director of the Company. The Director will have held officefor three (3) years at the closing time of this Annual Meeting of Shareholders.
5.
The Company has entered into a contract with Mr. Toru Oka to limit the liability for damages prescribedin Article 423, Paragraph 1 of the Companies Act in accordance with the provision of Article 427,
Paragraph 1 thereof. The limited amount of liability under such contract is the amount stipulated in laws

- 12 -

6.

7.

and regulations. Provided that the candidate is approved at the re-election of Director, the Company plans
to continue such contract.
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.
The Company designated Mr. Toru Oka as Independent Director in conformity with the regulation of theTokyo Stock Exchange, Inc. Provided that he is approved at the re-election of Director, he will continue
to be Independent Director.

- 13 -

[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.

- 14 -

[Reference] The structure of the Board of Directors after Agenda No. 2 has been approved
When Agenda No. 2 is approved as it is proposed, the structure of the Board of Directors at the close of
the Annual General Meeting of Shareholders will be as below:

Name

Independence

GenderTenure as
Director

Position at theCompany (Planned)

Re-election

Yukihiko ShimazuMale

16 yearsPresident andRepresentative
Director

Re-election

Michio NagamineMale

13 years

Senior Managing
Director

Re-election

Toru SuzukiMale

7 years

Director

Re-election Harumitsu SugiyamaMale

10 months

Director

Re-election

Shigeru MasudaMale

10 months

Director

Re-election

Toru OkaMale

3 years

External Director

Independent
Director

Yukio Nagamura

*1.
2.

Male

5 years

Kenichi Asano

Independent
DirectorMale

5 years

Sakae Komiyama

Independent
DirectorFemale10 months

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.
Mr. Kenichi Asano has been an officer of the Company who does not execute business (an Auditor) in
the past.

- 15 -