Note: This document has been translated from a part of the Japanese original for reference purposes only. In the event ofany discrepancy between this translated document and the Japanese original, the original shall prevail.

Securities identification code: 7296
June 2, 2022
To our shareholders:
Yoshitaka Saito
President and Representative Director
F.C.C. CO., LTD.
7000-36 Nakagawa, Hosoe-cho, Kita-ku,
Hamamatsu-shi, Shizuoka

NOTICE OF THE 92ND ORDINARY GENERAL MEETING OF
SHAREHOLDERS
You are cordially informed of the 92nd Ordinary General Meeting of Shareholders of F.C.C. CO., LTD. (the“Company”), which will be held as described below.
Instead of attending the meeting in person, you may exercise your voting rights by postal mail or byelectromagnetic method (using the Internet, etc.). Please review the attached Reference Documents for the
General Meeting of Shareholders and exercise your voting rights no later than Monday, June 20, 2022 at 4:40
p.m. (Japan Standard Time).
1. Date and Time: Tuesday, June 21, 2022 at 10:00 a.m. (Japan Standard Time)
2. Venue:

Okura Act City Hotel Hamamatsu“Heian” on the 4th floor
111-2 Itaya-machi, Naka-ku, Hamamatsu-shi, Shizuoka

3. Purposes:
Items to be reported:
1. Business Report and Consolidated Financial Statements for the 92nd Term (from April 1, 2021 toMarch 31, 2022), as well as the results of audit of the Consolidated Financial Statements by the
Accounting Auditor and the Audit and Supervisory Committee
2. Non-Consolidated Financial Statements for the 92nd Term (from April 1, 2021 to March 31, 2022)
Items to be resolved:
Proposal 1:

Amendment to the Articles of Incorporation

Proposal 2:

Election of five (5) Directors (excluding Directors who are Audit and Supervisory
Committee Members)

Proposal 3:

Election of four (4) Directors who are Audit and Supervisory Committee
Members-1-

Reference Documents for the General Meeting of Shareholders
Proposals and Reference Matters
Proposal 1:
1.

Amendment to the Articles of Incorporation

Reasons for the proposal
Since the revised provisions provided for in the proviso to Article 1 of the Supplementary Provisions of
the Act Partially Amending the Companies Act (Act No. 70 of 2019) are to be enforced on September
1, 2022, the Company proposes to make the following changes to its Articles of Incorporation in
preparation for the introduction of the system for providing informational materials for the general
meeting of shareholders in electronic format.

2.

(1)

Article 15, paragraph 1 in “Proposed amendments” below will stipulate that the Company shalltake measures for providing information that constitutes the content of reference documents for thegeneral meeting of shareholders, etc. in electronic format.

(2)

Article 15, paragraph 2 in “Proposed amendments” below will establish the provision to limit thescope of the items to be stated in the paper-based documents to be delivered to shareholders whorequested the delivery of paper-based documents.

(3)

Since the provisions for Internet Disclosure and Deemed Provision of Reference Documents for
the General Meeting of Shareholders, Etc. (Article 15 of the current Articles of Incorporation) will
no longer be required, they will be deleted.

(4)

Accompanying the aforementioned establishment and deletion of provisions, supplementaryprovisions regarding the effective date, etc. will be established.

The proposed amendments
The proposed amendments are as follows.
(Underlined portions indicate amendments.)

Current Articles of Incorporation
Proposed Amendments(Internet Disclosure and Deemed Provision of Reference(Deleted)
Documents for the General Meeting of Shareholders, Etc.)
Article 15.
When the Company convenes a general meeting ofshareholders, if it discloses information that is to be statedor presented in the reference documents for the general
meeting of shareholders, business report, financial
statements and consolidated financial statements throughthe internet in accordance with the provisions prescribed by
the Ministry of Justice Order, it may be deemed that theCompany has provided this information to shareholders.
(Newly established)(Measures, etc. for Providing Information in Electronic
Format)Article 15.
1. When the Company convenes a general meeting ofshareholders, it shall take measures for providing
information that constitutes the content of reference
documents for the general meeting of shareholders, etc.
in electronic format.
2. Among items for which the measures for providing
information in electronic format will be taken, theCompany may exclude all or some of those items
designated by the Ministry of Justice Order fromstatements in the paper-based documents to be delivered
to shareholders who requested the delivery of paperbased documents by the record date of voting rights.

-2-

Article 1.

(Supplementary Provisions)(Text omitted)(Newly established)

Article 1.

(Supplementary Provisions)(Unchanged)(Transitional Measures for Providing Informational
Materials for the General Meeting of Shareholders inElectronic Format)
Article 2.
1. The amendment to the Articles of Incorporation
pertaining to Article 15 shall be effective from
September 1, 2022, which is the date of enforcement of
the revised provisions provided for in the proviso to
Article 1 of the Supplementary Provisions of the Act
Partially Amending the Companies Act (Act No. 70 of2019) (hereinafter referred to as the “Date of
Enforcement”).
2. Notwithstanding the provision(s) of the preceding
paragraph, Article 15 of the Articles of Incorporation(Internet Disclosure and Deemed Provision ofReference Documents for the General Meeting of
Shareholders, Etc.) shall remain effective regarding any
general meeting of shareholders held on a date within
six months from the Date of Enforcement.
3. This Article shall be deleted on the date when six
months have elapsed from the Date of Enforcement or
three months have elapsed from the date of the general
meeting of shareholders in the preceding paragraph,
whichever is later.

-3-

Proposal 2:

Election of five (5) Directors (excluding Directors who are Audit and Supervisory
Committee Members)

The terms of office of all three (3) Directors (excluding Directors who are Audit and Supervisory Committee
Members; applicable to the rest of this proposal) will expire at the conclusion of this meeting.
In line with this, and to strengthen the Board of Directors’ supervisory functions, the Company requests theelection of five (5) Directors, including the addition of two (2) Outside Directors.
The candidates for Director are as follows.
No.
1

Current position and responsibilities at the Company andsignificant concurrent positions outside the Company

Name
Yoshitaka Saito[For reelection]

President andRepresentative
Director

2

Kazuto Suzuki[For reelection]

Head of business operation of
motorcycles business,
Head of business operation in
ASEAN,
Managing Director Head of business operation inSouth America,
Risk Management Officer
and in charge of Racing of theCompany

3

Atsuhiro Mukoyama[For reelection]

Managing Director

4

Kunihiro Koshizuka[New candidate][Outside][Independent]-

5

Kazunori Kobayashi[New candidate][Outside][Independent]-

Head of business operation of
automobiles businessOutside Director of AEON MALL
Co., Ltd.
External Director of TOKYUCONSTRUCTION CO., LTD.

[For reelection] indicates candidates for reelection as Directors.
[New candidate] indicates new candidates for Directors.
[Outside] indicates candidates for Outside Directors.
[Independent] indicates Independent Directors as stipulated by the Tokyo Stock Exchange.

-4-

No.

Name (Date of birth)

Yoshitaka Saito(November 29, 1973)

Career summary, position and responsibilities (significant
concurrent positions outside the Company)
Feb. 2009

Joined the Company

Jan. 2011

President and Director of FCC (INDIANA)
Mfg., LLC (currently FCC (INDIANA), LLC)
President and Director of FCC (INDIANA),
INC. (currently FCC (INDIANA), LLC)

June 2011

Director of the Company

Apr. 2012

Director, Head of business operation in North
America of the Company
President and Director of FCC (North
America), INC.

[For reelection]

1

Number of years in office June 2012as a Director(at the conclusion of thisApr. 2013
meeting)
11 years
Apr. 2014
Attendance at Board of
Directors meetings
100%
June 2018
9/9

Managing Director, Head of business operationin North America of the Company
Managing Director, Head of business operationof motorcycles business of the Company

Number of theCompany’s
shares owned

20,934

Managing Director, Head of Purchasing, Headof business operation in China and Risk
Management Officer of the Company
Senior Managing Director, in charge of Sales
and Head of business operation in China of theCompany

Apr. 2019

Vice President and Representative Director andin charge of Alliance of the Company

June 2020

President and Representative Director of theCompany (incumbent)

Reasons for nomination as candidate for Director
Yoshitaka Saito has held various positions, including Head of business operation in North America, Head of
business operation of motorcycles business and Head of business operation in China, and since 2020 has beenleading general group management as President and Representative Director. We have determined that he isqualified for the position from the perspective of the sustainable growth of the Group and the medium to longterm increase in corporate value. Therefore, the Company requests his reelection as Director.

-5-

No.

Name (Date of birth)

Career summary, position and responsibilities (significant
concurrent positions outside the Company)
Apr. 1984

Joined the Company

Apr. 2009

General Manager of Corporate Planning Officeof the Company

June 2010

Director, Head of business operation in China
and South America and General Manager ofCorporate Planning Office of the Company

June 2011

Director, Head of business operation in China
and South America, General Manager ofCorporate Planning Office and Risk
Management Officer of the Company

Jan. 2012

Director, Head of business operation in China
and South America and Risk Management
Officer of the Company

Apr. 2012

Director, Head of Production Engineering,
Head of business operation in China and SouthAmerica and Risk Management Officer of theCompany

June 2012

Director, Head of Production of Motorcycle
Components, Head of Production Engineeringand Head of business operation in China andSouth America of the Company

Apr. 2013

Director, Head of business operation of
motorcycles business in Japan, Head of
business operation in China and South America
and Risk Management Officer of the Company

Kazuto Suzuki(May 27, 1961)[For reelection]

Number of years in office
as a Director(at the conclusion of thisApr. 2014
meeting)
12 years
2

Attendance at Board of
Directors meetings
100%
9/9

Director, Head of business operation of
motorcycles business, Head of business
operation in ASEAN and India and Head of
business operation in South America of theCompany

Apr. 2016

Director, Head of business operation of
motorcycles business, Head of Production ofMotorcycle Components, Head of business
operation in ASEAN and Head of business
operation in South America of the Company

June 2017Managing Director, Head of business operationof motorcycles business, Head of Production ofMotorcycle Components, Head of business
operation in ASEAN and Head of business
operation in South America of the Company

June 2018

Managing Director, Head of business operationof motorcycles business, Head of Production ofMotorcycle Components, Head of business
operation in ASEAN and South America andRisk Management Officer of the Company

Apr. 2019

Managing Director, Head of business operationof motorcycles business, Head of business
operation in ASEAN, Head of business
operation in South America, Risk Management
Officer and in charge of Racing of theCompany (incumbent)

Number of theCompany’s
shares owned

6,869

Reasons for nomination as candidate for Director
Kazuto Suzuki has held various positions, including Head of business operation in China, Head of business
operation of motorcycles business and Head of business operation in ASEAN, and has extensive experience andknowledge in the production department. We have determined that he is qualified for the position from theperspective of the sustainable growth of the Group and the medium to long term increase in corporate value.
Therefore, the Company requests his reelection as Director.

-6-

No.

Name (Date of birth)Atsuhiro Mukoyama(July 31, 1963)

Career summary, position and responsibilities (significant
concurrent positions outside the Company)
Apr. 1984

Joined the Company

Apr. 2012

Head of Production of Automobile Componentsof the Company

June 2012

Director, Head of Production of Automobile
Components of the Company[For reelection]

3

Apr. 2013
Number of years in office
as a Director
Apr. 2015(at the conclusion of thismeeting)
10 years
Apr. 2019
Attendance at Board of
Directors meetings
100%
9/9

June 2021

Number of theCompany’s
shares owned

Director, Head of business operation of
automobiles business of the Company
Director, Head of Production Engineering andHead of Environment and Safety of theCompany

5,969

Director, Head of business operation of
automobiles business and in charge of Stacked
Mold Technology Development of theCompany
Managing Director, Head of business operationof automobiles business of the Company(incumbent)

Reasons for nomination as candidate for Director
Atsuhiro Mukoyama has held various positions, including Head of Production of Automobile Components,
Head of Production Engineering and Head of Environment and Safety, and has extensive experience andknowledge in the production engineering department. We have determined that he is qualified for the position
from the perspective of the sustainable growth of the Group and the medium to long term increase in corporate
value. Therefore, the Company requests his reelection as Director.

-7-

No.

Name (Date of birth)

Apr. 1981

Joined Konishiroku Photo Industry Co., Ltd.
(currently KONICA MINOLTA, INC.)

Apr. 2012

Executive Officer, General Manager ofTechnology Strategy Division of KONICAMINOLTA, INC.

Apr. 2014

Executive Vice President & Executive Officer,
General Manager of Corporate R&D
Headquarters of KONICA MINOLTA, INC.

Apr. 2015

Executive Vice President & Executive Officer,
General Manager of Business Development
Headquarters of KONICA MINOLTA, INC.

Number of years in office June 2015as a Director(at the conclusion of thismeeting)
Apr. 2016

Director, Executive Vice President & Executive
Officer, and General Manager of Business
Development Headquarters of KONICAMINOLTA, INC.

Kunihiro Koshizuka(September 30, 1955)[New candidate][Outside][Independent]

4

Career summary, position and responsibilities (significant
concurrent positions outside the Company)

Attendance at Board of
Directors meetings-%–/–

Number of theCompany’s
shares owned

Director, Executive Vice President & Executive
Officer of KONICA MINOLTA, INC.

June 2019

Senior Technical Advisor of KONICAMINOLTA, INC. (retired in March 2021)

May 2020

Outside Director of AEON MALL Co., Ltd.
(incumbent)

June 2021

External Director of TOKYUCONSTRUCTION CO., LTD. (incumbent)

June 2022

Outside Director of WILL GROUP, INC.
(scheduled to assume the position)

Reasons for nomination as candidate for Outside Director and overview of expected roles
Kunihiro Koshizuka has extensive experience and knowledge of technological strategy, new business creation,and digital and scientific technology at global companies, which he is expected to leverage to supervise andprovide valuable advice regarding every aspect of the Company’s management. We have determined that he isqualified for the position from the perspective of the sustainable growth of the Group and the medium to longterm increase in corporate value. Therefore, the Company requests his election as Director.

-8-

-

No.

Name (Date of birth)Kazunori Kobayashi(June 2, 1958)[New candidate][Outside][Independent]

Career summary, position and responsibilities (significant
concurrent positions outside the Company)
Apr. 1981

Joined Nippon Gakki Co., Ltd. (currently
Yamaha Corporation)

June 2013

Operating Officer, General Manager ofProfessional Audio Business Department ofElectronics Business Headquarters of Yamaha
Corporation

Aug. 2013

Operating Officer, General Manager ofBusiness Development of Yamaha Corporation

Number of years in office
July 2016as a Director(at the conclusion of thismeeting)June 20185

Attendance at Board of
Directors meetings-%–/–

Number of theCompany’s
shares owned

Operating Officer of Yamaha Corporation
Representative Director and President of
YAMAHA MUSIC JAPAN CO., LTD.

-

Advisor of Yamaha Corporation (retired in June
2020)

Reasons for nomination as candidate for Outside Director and overview of expected roles
Kazunori Kobayashi has extensive experience and knowledge of management, business planning, and new
business creation at global companies, which he is expected to leverage to supervise and provide valuableadvice regarding every aspect of the Company’s management. We have determined that he is qualified for the
position from the perspective of the sustainable growth of the Group and the medium to long term increase incorporate value. Therefore, the Company requests his election as Director.
Notes:

1.
2.
3.
4.

5.

6.

Kunihiro Koshizuka and Kazunori Kobayashi are new candidates for Director.
There is no special interest between the candidates and the Company.
Kunihiro Koshizuka and Kazunori Kobayashi are candidates for Outside Director.
If the election of Kunihiro Koshizuka and Kazunori Kobayashi is approved, then in accordance with theprovisions of Article 427, Paragraph 1 of the Companies Act, we will enter into an agreement with eachcandidate to limit the liability for damages in Article 423, Paragraph 1 of the Companies Act. Based on thisagreement, the maximum liability for damages is the minimum liability stipulated in Article 425, Paragraph 1of the Companies Act.
The Company has concluded a directors and officers liability insurance policy with an insurance company as
stipulated in Article 430-3, Paragraph 1 of the Companies Act. This insurance policy covers the insured persons
against losses incurred when accepting liability for the execution of their duties or when receiving claims inpursuit of this liability. If each candidate is elected and assumes the office as Director, the Company plans toinclude every such Director as an insured person in the insurance policy. Also, the next time this insurance
policy comes up for renewal, the Company intends to renew it with the same content.
Kunihiro Koshizuka and Kazunori Kobayashi fulfill the conditions for independent officers as provided for by
the Tokyo Stock Exchange. If their election is approved, the Company plans to designate them as independent
officers.

-9-

Proposal 3:

Election of four (4) Directors who are Audit and Supervisory Committee Members

The terms of office of all four (4) Directors who are Audit and Supervisory Committee Members will expire
at the conclusion of this meeting. In line with this, the Company requests the election of four (4) Directors
who are Audit and Supervisory Committee Members.
Furthermore, the consent of the Audit and Supervisory Committee has been obtained for this proposal.
The candidates for Directors who are Audit and Supervisory Committee Members are as follows.
No.

1

2

3

4

Current position and responsibilities at the Company andsignificant concurrent positions outside the Company

Name

Ryujiro Matsumoto[For reelection]

Director
Audit andSupervisory
Committee Member(full time)Masahide Sato

[For reelection][Outside][Independent]

Director
Masahide Sato Accounting Firm
Audit andExternal Director of CRESTECSupervisoryInc.
Committee Member

Kazumoto Sugiyama[For reelection][Outside][Independent]

Director
Audit andSugiyama Law Office
Supervisory
Committee Member

Mayumi Yamamoto[New candidate][Outside][Independent]-

Mayumi Yamamoto Certified
Public Accountant Office
Representative Partner of Tokiwa
Audit Corporation[For reelection] indicates candidates for reelection as Directors.
[New candidate] indicates new candidates for Directors.
[Outside] indicates candidates for Outside Directors.
[Independent] indicates Independent Directors as stipulated by the Tokyo Stock Exchange.

- 10 -

No.

Name (Date of birth)
Ryujiro Matsumoto(June 4, 1962)[For reelection]

Career summary, position and responsibilities (significant
concurrent positions outside the Company)
July 2005

Joined the Company

Jan. 2011

General Manager of FCC (THAILAND) CO.,LTD.

June 2011

Director, Head of Production of Motorcycle
Components and Head of business operation in
Asia of the Company

Number of years in office
as a Director(at the conclusion of this June 2012
meeting)
11 years
Apr. 2013

1

Attendance at Board of
Directors meetings
100%
9/9
Attendance at Audit andSupervisory Committee
meetings
100%
12/12

June 2013

Number of theCompany’s
shares owned

Director, Head of business operation in Asia of
the Company
Director, Head of Management andAdministration, General Manager of Corporate
Planning Office, Compliance Officer and Chief
Information Officer of the Company

2,300

Director, Head of Management andAdministration, Compliance Officer and Chief
Information Officer of the Company

Apr. 2020

Director of the Company

June 2020

Director, Audit and Supervisory Committee
Member (full time) of the Company(incumbent)

Reasons for nomination as candidate for Director
Ryujiro Matsumoto has held various positions, including Head of business operation in Asia and Head ofManagement and Administration, and has extensive experience and knowledge in the administration
department. Because he can be relied upon to utilize his experience in the execution of business for cooperation
with Outside Directors and strengthening the Group’s audit and supervisory functions, the Company requests
his reelection as Director who is Audit and Supervisory Committee Member.

- 11 -

No.

Name (Date of birth)
Masahide Sato
(February 10, 1964)[For reelection][Outside][Independent]

Career summary, position and responsibilities (significant
concurrent positions outside the Company)
Oct. 1992

Joined Showa Ota & Co. (currently Ernst &Young ShinNihon LLC)

Apr. 1996

Registered as Certified Public Accountant

Sept. 2005

Established Masahide Sato Accounting Firm (topresent)

June 2010
Number of years in office
as a Director
Apr. 2015(at the conclusion of thismeeting)June 2016
6 years2

Number of theCompany’s
shares owned

Audit & Supervisory Board Member of theCompany
External Director of CRESTEC Inc.
(incumbent)
Director and Audit and Supervisory Committee
Member of the Company (incumbent)

Attendance at Board of
Directors meetings
100%
9/9
Attendance at Audit andSupervisory Committee
meetings
100%
12/12
Reasons for nomination as candidate for Outside Director and overview of expected roles
Masahide Sato has been conducting audits and supervisory work from an independent and objective
perspective, based on his extensive experience and knowledge on corporate finance and accounting as acertified public accountant. We have determined that he is qualified for the position from the perspective ofstrengthening the Group’s audit and supervisory functions. Therefore, the Company requests his reelection as
Director who is Audit and Supervisory Committee Member. The candidate has not been involved in corporate
management in the past other than as an Outside Officer, but for the above reasons, we have determined that hewould perform his duties as Outside Director appropriately.

- 12 --

No.

Name (Date of birth)
Kazumoto Sugiyama(May 27, 1969)

Sept. 2006

Graduated from The Legal Training andResearch Institute of Japan

Oct. 2006

Registered as an attorney (Shizuoka Bar
Association)
Joined Toshio Sugiyama Law Office (currently
Sugiyama Law Office)Number of years in office Sept. 2008
June 2014as a Director(at the conclusion of this June 2016
meeting)
8 years

President of Sugiyama Law Office (to present)[For reelection][Outside][Independent]

3

Career summary, position and responsibilities (significant
concurrent positions outside the Company)

Number of theCompany’s
shares owned

Director of the Company
Director and Audit and Supervisory Committee
Member of the Company (incumbent)-

Attendance at Board of
Directors meetings
100%
9/9
Attendance at Audit andSupervisory Committee
meetings
100%
12/12
Reasons for nomination as candidate for Outside Director and overview of expected roles
Kazumoto Sugiyama has been conducting audits and supervisory work from an independent and objective
perspective, based on his extensive experience and knowledge on corporate legal affairs as an attorney. We havedetermined that he is qualified for the position from the perspective of strengthening the Group’s audit andsupervisory functions. Therefore, the Company requests his reelection as Director who is Audit and Supervisory
Committee Member. The candidate has not been involved in corporate management in the past other than as an
Outside Officer, but for the above reasons, we have determined that he would perform his duties as Outside
Director appropriately.

- 13 -

No.

Name (Date of birth)
Mayumi Yamamoto(July 28, 1971)[New candidate][Outside][Independent]

Career summary, position and responsibilities (significant
concurrent positions outside the Company)
Oct. 2001

Joined Shin Nihon & Co. (currently Ernst &Young ShinNihon LLC)

Apr. 2005

Registered as Certified Public Accountant

Aug. 2006

Established Mayumi Yamamoto Certified
Public Accountant Office (to present)

July 2008
Number of years in office July 2016as a Director(at the conclusion of thismeeting)-

Number of theCompany’s
shares owned

Joined Tokiwa Audit Corporation
Representative Partner of Tokiwa Audit
Corporation (incumbent)-

Attendance at Board of
Directors meetings
-%
–/–

4

Attendance at Audit andSupervisory Committee
meetings-%–/–
Reasons for nomination as candidate for Outside Director and overview of expected roles
Mayumi Yamamoto has extensive experience and knowledge of corporate finance and accounting as a certified
public accountant. We have determined that she is qualified for the position from the perspective ofstrengthening the Group’s audit and supervisory functions. Therefore, the Company requests her election as
Director who is Audit and Supervisory Committee Member. The candidate has not been involved in corporate
management in the past other than as an Outside Officer, but for the above reasons, we have determined that she
would perform her duties as Outside Director appropriately.
Notes:

1.
2.
3.
4.

5.

6.

7.

8.

Mayumi Yamamoto is a new candidate for Director.
There is no special interest between the candidates and the Company.
Masahide Sato, Kazumoto Sugiyama, and Mayumi Yamamoto are candidates for Outside Directors.
Masahide Sato is currently an Outside Director, and at the conclusion of this meeting he will have served as an
Outside Director for 6 years. In addition, he has served as an Audit & Supervisory Board Member of theCompany in the past. Kazumoto Sugiyama is currently an Outside Director, and at the conclusion of thismeeting he will have served as an Outside Director for 8 years.
In accordance with the provisions of Article 427, Paragraph 1 of the Companies Act, we have entered into anagreement with each candidate Ryujiro Matsumoto, Masahide Sato, and Kazumoto Sugiyama to limit theliability for damages in Article 423, Paragraph 1 of the Companies Act. Based on this agreement, the maximum
liability for damages is the minimum liability stipulated in Article 425, Paragraph 1 of the Companies Act. If
their elections are approved, the Company plans to continue this agreement. If the election of Mayumi
Yamamoto is approved, the Company plans to enter into the same limited liability agreement with her.
The Company has concluded a directors and officers liability insurance policy with an insurance company as
stipulated in Article 430-3, Paragraph 1 of the Companies Act. This insurance policy covers the insured persons
against losses incurred when accepting liability for the execution of their duties or when receiving claims inpursuit of this liability. If each candidate is elected and assumes the office as Director, the Company plans toinclude every such Director as an insured person in the insurance policy. Also, the next time this insurance
policy comes up for renewal, the Company intends to renew it with the same content.
The Company has submitted notification to the Tokyo Stock Exchange that Masahide Sato and Kazumoto
Sugiyama have been designated as independent officers as provided for by the aforementioned exchange. If
their elections are approved, the Company plans for their appointment as independent officers to continue.
Mayumi Yamamoto fulfills the conditions for independent officers as provided for by the Tokyo Stock
Exchange. If her election is approved, the Company plans to designate her as an independent officer.
Mayumi Yamamoto’s name on her family register is Mayumi Yazaki.

- 14 -

Reference: Board of Directors Skill Matrix
If Proposals 2 and 3 are approved and adopted as proposed, the composition and main knowledge andexperience of the Board of Directors will be as follows.

Name

Yoshitaka
Saito
KazutoSuzukiAtsuhiro
Mukoyama
Kunihiro
Koshizuka
Kazunori
Kobayashi

RyujiroMatsumoto

Masahide
Sato

Kazumoto
Sugiyama

Mayumi
Yamamoto

Position

President andRepresentative
Director
Managing
Director
Managing
Director

ManufacBusinessCorporate turing
Sales and DevelopManage- TechnoMarketing ment and
logy
ment
M&A
R&D
●

●

DigitalIT
ICTDX

FinanceandAccounting

Legal
AffairsandCompliance●

GlobalExperience

●

●

●

●

●

●

●

Director●●

Director

●

●

●

●

Director
Audit andSupervisory
Committee
Member (fulltime)
Director
Audit andSupervisory
Committee
MemberDirector
Audit andSupervisory
Committee
MemberDirector
Audit andSupervisory
Committee
Member

●

●

●

●

●

●

●

●

●

Note: This table does not represent the entire knowledge and experience of each Director.
Ratio of Outside Directors 55.6%
Ratio of Female Directors 11.1%- 15 -●