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 3, 2022

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

Piolax, Inc.
Yukihiko Shimazu, President

Notice of the 106th Annual Meeting of Shareholders
The Company would hereby like to inform you that the Company’s 106th 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 that you 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., Thursday, June 23, 2022, 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., Friday, June 24, 2022
(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.

Items to be resolved:
Agenda No. 1:
Agenda No. 2:
Agenda No. 3:
Agenda No. 4:
Agenda No. 5:
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 106th business period (April 1, 2021 toMarch 31, 2022)
The Non-Consolidated Financial Statements for the 106th
business period (April 1, 2021 to March 31, 2022)

Appropriation of Retained Earnings
Partial Amendment of the Articles of Incorporation
Election of Seven (7) 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 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., Thursday, June 23, 2022

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., Thursday, June 23, 2022

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., Friday, June 24, 2022 (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 106th 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 22.5 yen per common share of the Company.
In this case, the total amount of dividends shall be 794,954,588 yen.
As a result, the dividends on an annual basis will be 45 yen per share including the interim
dividends of 22.5 yen per share.

(3)

Effective date on which dividends are disbursed from retained earnings
June 27, 2022

- 5 -

Agenda No. 2:

Partial Amendment of the Articles of Incorporation

1. Reasons for the Proposal(1)

Since the system to provide documents for general meetings for shareholders electronicallywill be introduced as the amendment provision as stipulated in Article 1, proviso, of the
supplementary provisions of the “Act Partially Amending the Companies Act” (Act No. 70
of 2019) will come into force on September 1, 2022, the Company would like to amend its
Articles of Incorporations as follows.
i)

Since it will be mandatory to stipulate in the Articles of Incorporation that informationof the reference documents for shareholder’s meetings and others be provided
electronically, the Company proposes to newly establish Article 19 (Measures, etc. for
Providing Information in Electronic Format), Paragraph 1, after amendment.

ii)

In order for the Company to exclude all or some of those items as designated by the
Ministry of Justice Order from statements in the paper-based documents to be delivered
to shareholders who requested the delivery of paper-based documents, among items forwhich the measures for providing information of the reference documents forshareholder’s meetings and others in electronic format will be taken, the Company
proposes to newly establish Article 19 (Measures, etc. for Providing Information inElectronic Format), Paragraph 2, after amendment.

iii) Since Article 19 (Internet Disclosure and Deemed Provision of Reference Documents
for Shareholder’s Meetings, Etc.) of the current Articles of Incorporation will become
unnecessary once the system to provide materials for general meetings of shareholders
electronically is introduced, the Company proposes to delete it.
iv) The Company proposes to add supplementary provisions regarding the effect of theprovisions to be newly established and deleted as above. The supplementary provisions
shall be deleted after the pre-designated date.
(2)

With the aim to further enhance the effectiveness of the Board of Directors by appointing its
Chairman flexibly, the Company proposes to amend Article 26 (Person Authorized toConvene a Board of Directors’ Meeting and Its Chairman), Paragraphs 1 and 2 of the current
Articles of Incorporation to clarify that the Board of Directors may resolve to select a person
who is authorized to convene a Board of Directors’ meeting and acts as its Chairman.

2. Details of Amendment
The details of amendment are as follows.
(The underlined portions represent where changes are made.)
Current Articles of Incorporation(Internet Disclosure and Deemed Provision ofReference Documents for Shareholder’sMeetings, Etc.)
Article 19 When the Company convenes a
general meeting of shareholders, if it
discloses information that is to bestated or presented in the reference
documents for a shareholder’smeeting, business report, nonconsolidated financial statements andconsolidated financial statements via
the Internet in accordance with laws
and regulations, it may be deemedthat the Company has provided thisinformation to shareholders.
- 6 -After amendment(To be deleted)Current Articles of Incorporation(To be newly established)(Person Authorized to Convene a Board of
Directors’ Meeting and Its Chairman)
Article 26 The Chairman of the Board of
Directors shall convene and chair
Board of Directors’ meetings, except
where provided otherwise in laws andregulations.

2 In the event of an accident to the
Chairman of the Board of Directors,
other Directors in the order predesignated by the Board of Directors
shall perform the role.

- 7 -After amendment(Measures for Providing Information for
Shareholder’s Meetings, etc. In Electronic
Format)Article 19 When the Company convenes a
general meeting of shareholders,it shall take measures forprovidinginformation
that
constitutes the content ofreference documents for theshareholder’s meeting, etc., inelectronic format.
2 Among items for which themeasuresforprovidinginformation in electronic format
will be taken, the Company may
exclude all or some of those items
designated by the Ministry ofJustice Order from statements inthe paper-based documents to bedelivered to shareholders whorequested the delivery of paperbased documents by the record
date of voting rights.
(Person Authorized to Convene a Board of
Directors’ Meeting and its Chairman)
Article 26 A Director pre-designated by the
Board of Directors shall conveneand chair a Board of Directors’
meeting, except where provided
otherwise in laws and regulations.
However, in the event of avacancy arising in or an accident
occurring to the relevant Director,
other Directors in the order predesignated by the Board of
Directors shall perform the role toconvene and chair a Board of
Directors’ meeting.
(To be deleted)Current Articles of Incorporation(Supplementary Provisions)(Transitional Measures Concerning Limitation of
Liability of Audit and Supervisory Committee
Members)
Article 1 (Text omitted)(To be newly established)- 8 -After amendment(Supplementary Provisions)(Transitional
Measures
Concerning
Limitation of Liability of Audit andSupervisory Committee Members)
Article 1 (As per the current)(Transitional Measures for Providing
Information for Shareholder’s Meetings, etc.
in Electronic Format)
Article 2 The deletion of the provision of
Article 19 (Internet Disclosure
and Deemed Provision ofReference
DocumentsforShareholder’s Meetings, Etc.) in
the pre-amended Articles ofIncorporation and the new
establishment of provisions ofArticle 19 (Measures, etc. for
Providing
Information
inElectronic Format) in the Articles
ofIncorporation,
after
amendment, shall be effectivefrom September 1, 2022.
2. Notwithstanding the provision of
the preceding paragraph, Article
19 (Internet Disclosure andDeemed Provision of Reference
Documents for Shareholder’sMeetings, Etc.) of the preamended
Articlesof
Incorporation
shallremaineffective regarding any general
meeting of shareholders held on adate within six (6) months from
September 1, 2022.
3. The provisions under this Article
shall be deleted on the date whensix (6) months have elapsed from
September 1, 2022, or three(3) months have elapsed from thedate of the general meeting ofshareholders in the preceding
paragraph, whichever is later.

Agenda No. 3:

Election of Seven (7) Directors (excluding Directors who are Audit
and Supervisory 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 seven (7) 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

Shigeru Masuda

5

Masaaki Kaji

6

7

Hiroyuki Ochiai

Makiko Akabane

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
Director
Senior Executive Officer
Supervision of Production and Logistics
Department and Quality Assurance
Department
Executive Officer, Fasteners SBU
Senior Executive Officer
CEO, Piolax (China) Co., Ltd.
President, Dongguan Piolax Co., Ltd.
President, Wuhan Piolax Co., Ltd.
Executive Director, Aichi Employers’
Association
Board Member, The Chubu Association of
Corporate Executives
Japan Representative, CSR Asia

Attributes

Re-election

Re-election

Re-election

Re-election

New election

New election
External
Independent
New election
External
IndependentRe-election The candidates for Directors to be re-elected
New election The candidates for Directors to be newly elected
External The candidate for External Director
Independent Independent Director in conformity with the regulation of the Stock Exchange- 9 -Candidate
No.

Name
(Date of birth)

Brief profile, position and responsibility at theCompany(Significant concurrent positions)
March 1981
July 1999

1

Yukihiko Shimazu(September 10,
1957)
Re-election

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

57,304(Of theabove
shares,the numberof those to
be issued
under
the sharebased
compensation system)

19/19

10,204

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 undertaken the role of President of the U.S. subsidiary of theCompany from August 2001 to May 2006, and currently has the concurrent position of CEO (Chairman) of Chinesebased general subsidiary of 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.

- 10 -

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
6,975
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.
the shareMichio Nagamine
April 2013
Managing Director
based(March 15, 1957)
compensatGeneral Manager, HR Office,Re-election
ion system)
Piolax, Inc.
6,975
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 June 2019 andcontributed 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 theCompany”, and has expressed an excellent leadership for the Company group as Senior Managing Director sinceJune 2019. He has gained considerable knowledge and insight in IT and finance fields through managerial jobs
including the management of Development Bank of Japan Inc. prior to joining the Company in June 2007.
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.
April 19792

Attendance
Attendance
Number of theat the Auditat the Board
Company’s
andof Directors
shares owned
Supervisory
meetings
Committee- 11 -

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

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
Director
13,331
Manager, Fuji Plant, Piolax, Inc.
January
Managing Executive Officer(Of the2014
Director, Piolax, Inc.
above
President, Dongguan Piolax Co., Ltd.
shares, thePresident, Wuhan Piolax Co., Ltd.
number of
19/19
June 2016
Senior Executive Officer, Piolax, Inc. those to be
President, Dongguan Piolax Co., Ltd. issued under
the sharePresident, Wuhan Piolax Co., Ltd.
Toru Suzuki
basedJanuary(March 1, 1962)
Senior Executive Officer, Piolax, Inc. compensat2019
President, Dongguan Piolax Co., Ltd. ion system)
Re-election
2,231
President, Wuhan Piolax Co., Ltd.
President, Shanghai Piolax Co., Ltd.
June 2019
Director
Senior Executive Officer
Executive Officer, Sales SBU,
Piolax, Inc.
June 2021
Director
Senior Executive Officer,
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 of president of the subsidiaryin China and then became Senior Executive Officer of the Company in conjunction with the Company’s transition
to a company with an audit and supervisory committee in June 2016. In January 2019, he assumed the office ofpresident of the Chinese-based general subsidiary and 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, andfrom 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 corporatecharacteristics of the subsidiaries of the Company.
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.

- 12 -

Candidate
No.

Name
(Date of birth)

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

4

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

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
21,350Mechanism Parts SBU
General Manager, Production(Of theEngineering Department, Piolax,
above
shares, theInc.
number ofJune 2016
Senior Executive Officer
19/19
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)Inc.
Re-election
850
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 Managerof the Production Engineering Department, since June 2018, and has been a Director of the Company since August
2020, thereby contributing to the development of the Company group as Fasteners SBU Executive Officer and theperson in charge of the production and distribution department and the quality assurance department.
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.

- 13 -

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.)
Chief Representative, New York
April 2005
Office, Development Bank of JapanInc.
General Manager, Information
June 2010
Resources Department,
Development Bank of Japan Inc.
April 2014
Joined Piolax Inc.
June 2014
Advisor
General Manager, ERP Promotion
Department, Piolax Inc.
June 2016
Executive Officer
General Manager, Human
Resources Department
General Manager, Global IT
Department, Piolax, Inc.
Senior Executive Officer, Piolax,
June 2019
Inc.
Masaaki Kaji
President, Shanghai Piolax Co., Ltd.
(March 1, 1963)
President, Dongguan Piolax Co.,
New election
Ltd.
President, Wuhan Piolax Co., Ltd.
DecemberSenior Executive Officer, Piolax,
2020
Inc.
CEO, Piolax (China) Co., Ltd.
President, Dongguan Piolax Co.,Ltd.
President, Wuhan Piolax Co., Ltd.
(incumbent)(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. In June 2019 he took office as Senior Executive Officer to lead sales
promotional activities as a person in charge of China, which is the largest automobile market. Prior to joining theCompany, he worked in corporate credit and other divisions at Development Bank of Japan Inc., and also served asa management executive after having worked in the U.S., to be thoroughly familiar with corporate management, IT,and finance matters.
The Company expects that Mr. Kaji would make use of his abundant experience in Japan and abroad, considerable
insight and 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 theCompany. Accordingly, the Company proposes that he be a candidate for Director.
April 1985

5

Attendance
Attendance
Number of theat the Auditat the Board
Company’s
andof Directors
shares owned
Supervisory
meetings
Committee- 14 -

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 andApril 2012
Shimoyama Plant, Toyota Motor
Corporation
Representative Director andJune 2013
President, FTS Co., Ltd.
Executive Director, Aichi
July 2013
Hiroyuki Ochiai
Employers’ Association(October 24, 1956)(incumbent)
New election
March 2018 Board Member, The Chubu
External
Association of Corporate
Independent
Executives (incumbent)(Significant concurrent positions)Executive Director, Aichi Employers’ Association
Board Member, The Chubu Association of
Corporate Executives
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, in addition to having worked in Europe as a management executive,
to gain extensive experience in and knowledge on corporate management beyond the automobile industry.
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

6

Attendance
Attendance
Number of theat the Auditat the Board
Company’s
andof Directors
shares owned
Supervisory
meetings
Committee- 15 -

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

April 1993
January
2001

7

Joined the Mitsubishi Bank, Ltd.
Environment Project Team, Public
Relations, Starbucks Coffee Japan,
LimitedAugust 2003 General Manager, Social
Contribution Department,
Salesforce.com, Co., Ltd.
November
General Manager, CSR Office,Makiko Akabane
2006
Nikko Asset Management Co., Ltd.
(November 21,
Japan Representative, CSR Asia
April 2010
1969)
kabushiki-kaisha (incumbent)
New election(Significant
concurrent
positions)
External
Japan Representative, CSR Asia kabushiki-kaisha
Independent(incumbent)
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 Social Contribution Department, Salesforce.com,
Co., Ltd. since 2003, and General Manager of CSR Office, Nikko Asset Management Co., Ltd. since November
2006, and has been acting as Japan Representative, CSR Asia kabushiki-kaisha (incumbent) since April 2010. She
gives lectures at the Ministry of Environment, World Bank, universities and others as an expert on sustainability,and provides third-party opinions and guidance on CSR reports issued by companies to lead sustainability and CSR
initiatives in the Japanese business circle.
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.
Notes:
1.
There are no special conflicts of interests between the candidates and the Company.
2.
Mr. Hiroyuki Ochiai and Ms. Makiko Akabane are the candidates for External Directors.
3.
Provided that the election of Mr. Hiroyuki Ochiai and Ms. Makiko Akabane is approved, the Company
plans to enter into a contract with them to limit the liability for damages prescribed in 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 contracts is the amount stipulated in laws and regulations.
4.
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.
5.
Mr. Hiroyuki Ochiai and Ms. Makiko Akabane satisfy the requirements for Independent Directors as per
the regulations of the Tokyo Stock Exchange, Inc. The Company plans to designate them as Independent
Directors provided that they are elected as Directors.

- 16 -

Agenda No. 4:

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 andSupervisory Committee Members.
With respect to this agenda item, consent by the Audit and Supervisory Committee has beenobtained.
The candidates for Directors who are Audit and Supervisory Committee Members are as
follows.
Candidate
No.

Name(Date of birth)

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

Joined the Industrial Bank of Japan,
Limited (current Mizuho Bank,
Ltd.)
November
Deputy General Manager, Overseas
2008
Sales Promotion Department,
Mizuho Corporate Bank, Ltd.
Office Director, Industrial Research
April 2010
Department, Mizuho Corporate
Bank, Ltd.
General Manager, Kansai Financial
April 2012
Institutions Department, Mizuho
Corporate Bank, Ltd.
May 2014
Joined Piolax, Inc.
December
Executive Officer, Piolax, Inc.
2014
President, Piolax Corporation
Managing Director, Piolax Medical
June 2018
Devices, Inc.
400
June 2019
Executive Officer
General Manager, Human
Genichi Ishikawa
Resources Department(April 18, 1963)
General Manager, Global
New election
Business Administration
Department, Piolax, Inc.
(incumbent)
External Audit & Supervisory
June 2022
Board Member, Saga TekkohshoCo., Ltd. (incumbent)(Responsibility)
General Manager, Human Resources Department
General Manager, Global Business Administration
Department(Significant concurrent positions)
External Audit & Supervisory Board Member,
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 since 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.
Prior to joining the Company, he worked in the corporate credit division and others at Mizuho Corporate Bank, Ltd.
April 1987

1

Attendance
Attendance
Number of theat the Auditat the Board
Company’s
andof Directors
shares owned
Supervisory
meetings
Committee- 17 -

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

He also served as a management executive, after having worked in the U.S., to be thoroughly familiar with corporate
management, international affairs, and finance matters.
The Company expects that Mr. Ishikawa would make use of his abundant experience and considerable insight toconduct audits of 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 and Supervisory Committee
Member.

- 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 Ueno and Takayama Law
OfficeFebruary
External Auditor, Naigai TEC
2001
Corporation (incumbent)
External Auditor, Shibaura
June 2004
Electronics Co., Ltd.
October
Representative, Ueno and Asano
2004
Law Office (incumbent)
19/19
12/12
NovemberDirector, Credit Guarantee
Kenichi Asano
2004
Servicer Inc. (incumbent)(December 11, 1967 June 2011
External Auditor, Piolax, Inc.
Re-election
External Director (Audit andJune 2016
External
Supervisory Committee Member),Independent
Piolax, Inc. (incumbent)(Significant concurrent positions)Representative, Ueno and Asano Law Office
External Auditor, Naigai TEC Corporation
Director, Credit Guarantee Servicer Inc.
Reason for the election of External Director and Expected Role
Mr. Kenichi Asano served as External Auditor of the Company for the period of June 2011 to June 2016, and has
been serving as External Director who is an Audit and Supervisory Committee Member since June 2016 when the
Company was reorganized as a company with audit and supervisory committee, to conduct audits of the businessexecution of the Company, etc., and provide appropriate advice and suggestions on the occasions of importantmanagement decisions.
The Company expects that Mr. Asano will continue to make use of his considerable insight and abundant experience
gained over the years in areas related to law as an attorney to conduct audits of and provide oversight on the businessexecution of the Company from an objective standpoint. Accordingly, the Company proposes that he be a candidate
for External Director who is an Audit and Supervisory Committee Member.
April 1996

2

Attendance
Attendance
Number of theat the Auditat the Board
Company’s
andof Directors
shares owned
Supervisory
meetings
Committee- 19 -

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

October
1988
October
1992
March 2000

3

Joined Eiwa Audit Corporation(current KPMG AZSA LLC)
Joined Tomy Co., Ltd. (current
Tomy Company, Ltd.)
Joined Ota Showa Audit
Corporation (current Ernst & Young
ShinNihon LLC)
Joined Imanishi Tax andApril 2014
Accounting Corporation(incumbent)
Auditor, Government Pension
July 2015
1
19/19
12/12
Sakae Komiyama
Investment Fund
(November 21,
Governor and Auditor,
October
Government Pension Investment
1969)
2017
Fund (incumbent)
Re-election
External Director (Audit andAugust2020
External
Supervisory Committee Member),Independent
Piolax, Inc. (incumbent)(Significant concurrent positions)
Imanishi Tax and Accounting Corporation
Governor and Auditor, Government Pension
Investment Fund
Reason for the election of External Director and Expected Role
Ms. Sakae Komiyama has been serving as External Director who is an Audit and Supervisory Committee Member
since August 2020, to conduct audits of the business execution of the Company and provide appropriate advice andsuggestions 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 considerable insight and abundant experience gained over the years
in areas related to accounting and tax as a certified public accountant to conduct audits of and provide oversight on
the business execution 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.
Notes:
1.
There are no special conflicts of interests between the candidates and the Company.
2.
Mr. Kenichi Asano and Ms. Sakae Komiyama are candidates for External Directors.
3.
Mr. Kenichi Asano and Ms. Sakae Komiyama currently serve as External Directors who are Audit andSupervisory Committee Members of the Company, and they will have held office for six (6) years andone (1) year and 10 months, respectively, at the closing time of this Annual Meeting of Shareholders. Mr.
Kenichi Asano also served as officer (Auditor) who does not have executive duty in the past.
4.
The Company has entered into contracts with Mr. Kenichi Asano and Ms. Sakae Komiyama 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 the candidates are approved at the re-election of
Directors, the Company plans to continue such contracts.
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 Mr. Kenichi Asano and Ms. Sakae Komiyama as Independent Directors inconformity with the regulation of the Tokyo Stock Exchange, Inc. Provided that they are approved at there-election of Directors, they will continue to be Independent Directors.

- 20 -

Agenda No. 5:

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.
With respect to this agenda item, consent by the Audit and Supervisory Committee has beenobtained.
The candidate for Director who is a substitute Audit and Supervisory Committee Member is
as follows.
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 the Takashi Ueno Law
OfficeRepresentative, the Hirowatari
April 1999
Law Office (incumbent)
External Auditor, Kuribayashi
June 2006
Steamship Co., Ltd. (incumbent)
Tetsu Hirowatari(November 28,(Significant concurrent positions)
1958)
Representative, the Hirowatari Law Office
External
External Auditor, Kuribayashi Steamship Co., Ltd.
Reason for the election of External Director and Expected Role
After having joined the Takashi Ueno Law Office at the same time as being registered as attorney at law at the Daiichi Tokyo Bar Association in April 1992, Mr. Tetsu Hirowatari opened the Hirowatari Law Office in April 1999.
In addition, he has been serving as External Auditor of Kuribayashi Steamship Co., Ltd. since June 2006, gaining
extensive experience and expertise in corporate management.
The Company expects that Mr. Hirowatari will make use of his considerable insight and abundant experience gained
over the years in areas related to law as an attorney to conduct audits of and provide oversight on the businessexecution 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 he be a candidate for External
Director who is a substitute Audit and Supervisory Committee Member.
Notes:
1.
There are no special conflicts of interests between the candidates and the Company.
2.
Mr. Tetsu Hirowatari is a candidate for substitute External Director.
3.
When Mr. Tetsu Hirowatari assumes office as External Director who is an Audit and Supervisory
Committee Member, the Company plans to enter into a contract with him to limit the liability for damagesprescribed in 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 inlaws and regulations.
4.
Mr. Tetsu Hirowatari satisfies the requirements for Independent Director as per the regulations of theTokyo Stock Exchange, Inc. The Company plans to designate him as Independent Director and submit a
notification to the said exchange when he assumes office as Director who is an Audit and Supervisory
Committee Member.
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.
April 1992

1

Attendance
Attendance
Number of theat the Auditat the Board
Company’s
andof Directors
shares owned
Supervisory
meetings
Committee- 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 after Agenda No. 3 and Agenda No. 4 have been approved
When Agenda No. 3 and Agenda No. 4 are approved as they are 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

17 yearsPresident andRepresentative
Director

Re-election

Michio NagamineMale

14 years

Senior Managing
Director

Re-election

Toru SuzukiMale

8 years

Director

Re-election

Shigeru MasudaMale

1 year and
10 months

Director

New
election

Masaaki Kaji

Male

-

Director

New
election

Hiroyuki Ochiai

Independent
Director

Male-

External Director

Newelection

Makiko Akabane

Independent
DirectorFemale-External Director

Newelection

Genichi Ishikawa

Re-election

Kenichi Asano

Re-election

Sakae Komiyama

*1.
2.

Male

-

Independent
DirectorMale

6 years

Independent
DirectorFemale1 year and
10 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.

- 23 -

Director

Toru Suzuki

Director

Shigeru
MasudaDirector

Masaaki Kaji

External Director

Hiroyuki
Ochiai

External Director

MakikoAkabane

Director

GenichiIshikawa





























- 24 -






Sakae
Komiyama



Full-time Audit andSupervisory
Kenichi Asano
Committee Member
External DirectorInnovation/new
business





DX/IT

MichioNagamine

ESG/
sustainability

Senior Managing
Director

Global business

Legal/riskmanagement

Finance/accounting

Yukihiko
Shimazu

Name

Manufacturing/
quality

Sales/
marketingPresident andRepresentative
Director

Position at theCompany (Planned)

Technology/
development

Corporate
management[Reference] Skill matrix of the Board of Directors after Agenda No. 3 and Agenda No. 4 have been approved
When Agenda No. 3 and Agenda No. 4 are approved as they are proposed, the skill matrix of the Boardof Directors at the close of the Annual General Meeting of Shareholders will be as below: