This English language translation is prepared for reference only. In the event of any discrepancy between the text of thistranslation and the text of the original Japanese-language, the Japanese language text will prevail.

Securities Code: 6925
June 5, 2020

To Our Shareholders:
1-6-5 Marunouchi, Chiyoda-ku, Tokyo

USHIO INC.
Koji Naito, President and Chief Executive Officer

Notice of the 57th Annual General Meeting of Shareholders
The Company would hereby like to request shareholders to attend the Company’s 57 h Annual General Meeting of
Shareholders as described below.

From the viewpoint of preventing the spread of the novel coronavirus disease (COVID-19), we would
also like to strongly request you to exercise your voting rights in writing or by an electromagnetic methodin advance as much as possible and refrain from attending the meeting in person regardless of your healthcondition.
We kindly request you to read the following Reference Document for the Annual General Meeting of
Shareholders and exercise your voting rights by no later than 5:15 p.m., June 25, 2020 (Thursday)
Sincerely yours,
1. Date:
2. Venue:

10:00 a.m., June 26, 2020 (Friday) (The reception desk opens at 9:00 a.m.)
11F, Kujaku Hall, KKR Hotel Tokyo
1-4-1 Otemachi, Chiyoda-ku, Tokyo

3. Purposes:
Matters to be reported:
The Business Report, the Consolidated and Non-Consolidated Financial Statements and the Resultsof Consolidated Financial Statement Audits by the Accounting Auditor and the Audit andSupervisory Committee for the 57th business period (April 1, 2019 to March 31, 2020)
Matters to be resolved:
Proposal No. 1: Appropriation of Surplus
Proposal No. 2: Election of Nine (9) Directors (excluding directors who are Audit & Supervisory Committee
Members)
Proposal No. 3: Election of Three (3) Directors who are Audit & Supervisory Committee Members

○
○
○

○

Please refer to the Company’s website (https://www.ushio.co.jp) for details of the measures to be taken to prevent thenovel coronavirus infection at this Annual General Meeting of Shareholders (Japanese only).
Please be advised that no gifts will be provided to attending shareholders.
"Notes to the Consolidated Financial Statements" and "Notes to the Non-consolidated Financial Statements" are available(Japanese only) online via the Company's website(https://www.ushio.co.jp), pursuant to provisions of laws andregulations as well as the Articles 15 of the Articles of Incorporation of the Company.
The aforementioned documents posted on the Company's website are subject to audits by the Accounting Auditor and the
Audit and Supervisory Committee.
If there are any revisions to the Reference Document for the Annual General Meeting of Shareholders, Business Report,
and/or the Consolidated and the Non-Consolidated Financial Statements, such revision will be shown on the Company’s
website (https://www.ushio.co.jp).

－

1 －Reference Document for the Annual General Meeting of Shareholders
Proposals and Referential Matters
Proposal No. 1: Appropriation of Surplus
The Company would like to appropriate surplus as follows.
Year-end Dividend
Striving to constantly remain cognizant of the fact that returning profits to shareholders is one of the top
priorities of corporations, the USHIO Group’s basic policy is to provide stable and consistent returns of profits
to shareholders, while endeavoring to enhance its financial position and business foundations.
The USHIO Group’s business results have been adversely affected by the recent spread of COVID-19 andthe business environment is expected to remain uncertain for the foreseeable future. Considering these factors,
the Company would like to distribute the year-end dividend to assign an annual dividend of 26 yen percommon share, down 24 yen per common share from the previous fiscal year as indicated below.
(1) Kind of the dividend property
Cash(2) Matters regarding assignment of the dividend property and the total amount of the dividend property
An annual dividend: 26 yen per common share
The total amount of the dividend property: 3,141,566,142 yen(3) The day on which such distribution of dividend of surplus takes effect
On June 29, 2020－

2 －

Proposal No. 2: Election of Nine (9) Directors (excluding directors who are Audit & Supervisory Committee
Members)

The terms of office of all nine (9) Directors (excluding directors who are Audit & Supervisory Committee
Members; the same applies hereafter in this proposal) will expire at the close of this Annual General
Meeting of Shareholders. The Company hereby proposes the election of nine (9) Directors.
The Audit & Supervisory Committee has judged that all candidates for Directors are eligible with regard
to this agenda.
The following are candidates for Directors.

CandidatenumberName(Date of Birth)

Brief profile, position, responsibility at the Company andsignificant concurrent positions held
Apr. 1986

Oct. 2014
Apr. 2015
Koji Naito(April 3, 1963)

Apr. 2016
Apr. 2019
Jun. 2019

Joined USHIO INC.
Executive Officer
Senior Executive Officer
General Manager, Light Source Business
DivisionManaging Executive Officer
Chief Executive Officer
President and Chief Executive Officer(incumbent)

Number of theCompany’s
shares owned

3,500

1
<Reasons for electing Mr. Koji Naito as a candidate for Director>
After having directed the light sources business, which is core business of the USHIO Group, formany years, Mr. Koji Naito has served as President and Representative Director of the Company
since 2019, undertaking supervisory functions, while making key decisions and executing business.
The Company has judged that with such extensive experience and knowledge, he would continue todrive the USHIO Group to improve its corporate value and achieve further development.
Accordingly, the Company proposes him as a candidate for Director.

－

3 －Candidate
numberName(Date of Birth)

Brief profile, position, responsibility at the Company andsignificant concurrent positions held

Number of theCompany’s
shares owned

Joined USHIO INC.
Executive Officer
General Manager, Biomedical Division
General Manager, System Solution
Division
Senior Executive Officer
Managing Executive Officer
Senior Managing Executive Officer
General Manager, Business Management
Headquarters and General Manager,
System Solution Division, Business
Management Headquarters (incumbent)
General Manager, Business Development
Division, Business Management
Headquarters
Director and Senior Managing Executive
Officer
General Manager, Incubation Center,
Business Management Headquarters(incumbent)
Representative Director and Senior
Managing Executive Officer (incumbent)

3,100

Apr. 1986

Apr. 2015
Nov. 2016
Apr. 2017
Apr. 2018
Apr. 2019

Naoki Kawamura(October 9, 1963)

May 2019
2

Jun. 2019
Apr. 2020

May 2020<Reasons for electing Mr. Naoki Kawamura as a candidate for Director>
Mr. Naoki Kawamura has directed optical equipment business of the Company for many years andcontributed to the creation of new businesses in biomedical and other fields. He assumed the position
of Representative Director of the Company in May 2020. The Company has judged that with suchextensive experience and knowledge, he would continue to perform an appropriate role in overallmanagement to further improving corporate value. Accordingly, the Company proposes him as a
candidate for Director.

－

4 －Candidate
numberName(Date of Birth)

Brief profile, position, responsibility at the Company andsignificant concurrent positions held
Sep. 1995

Oct. 2014

Apr. 2016

Apr. 2018
Jul. 2018

Apr. 2019
Kazuhisa Kamiyama(September 25, 1968)

3

Jun. 2019

Joined USHIO INC.
General Manager, Corporate Planning
Department, Corporate Management
Division
Executive Officer
General Manager, Corporate Headquarters
and General Manager, Corporate Strategy
Division, Corporate Headquarters
General Manager, Corporate Headquarters
Group Executive Officer
Chief Financial Officer, CHRISTIEDIGITAL SYSTEMS INC.
Group Senior Executive Officer
President, CHRISTIE DIGITAL SYSTEMS
INC. (incumbent)
Chairman and Chief Executive Officer,
CHRISTIE DIGITAL SYSTEMS USA,
INC. (incumbent)
Chairman and Chief Executive Officer,
CHRISTIE DIGITAL SYSTEMSCANADA INC. (incumbent)
Director and Group Senior Executive
Officer (incumbent)

Number of theCompany’s
shares owned

2,650(Significant concurrent position)

President, CHRISTIE DIGITAL SYSTEMS
INC.
Chairman and Chief Executive Officer,
CHRISTIE DIGITAL SYSTEMS USA,
INC.
Chairman and Chief Executive Officer,
CHRISTIE DIGITAL SYSTEMSCANADA INC.
<Reasons for electing Mr. Kazuhisa Kamiyama as a candidate for Director>
After having worked in the Accounting and Finance Departments of the Company for many years
and undertaken management roles as General Manager of the Administration Department, Mr.
Kazuhisa Kamiyama has directed the management of North America Group companies since 2018.
The Company has judged that with such extensive experience and knowledge, he is expected tocontinue to perform an appropriate role in overall management toward further improving corporate
value. Accordingly, the Company proposes him as a candidate for Director.

－

5 －Candidate
numberName(Date of Birth)

Brief profile, position, responsibility at the Company andsignificant concurrent positions held
Mar. 1964

4

5

Number of theCompany’s
shares owned

Established USHIO INC. and served as
President and Chief Executive Officer
Apr. 1979
Chairman and Chief Executive Officer
Jiro Ushio
May 2020
Director and Corporate Adviser (incumbent)
2,636,714(February 12, 1931)(Significant concurrent position)
Chairman, The USHIO Foundation
Chairman, Nippon Institute for Research Advancement<Reasons for electing Mr. Jiro Ushio as a candidate for Director>
Mr. Jiro Ushio, as founder of the Company, has directed the management of the Company for many
years and adequately performed supervisory functions, while making key decisions and executing
business. Since May 2020, he has served as Director and Corporate Advisor, providing management
advice from a new perspective. He has also held a number of critical posts at other organizations andgained a wealth of knowledge and insights through extensive management experience, as well as abroad-ranging network. Based on the above, the Company has judged that his continued engagementin the management of the Company is critical. Accordingly, the Company proposes him as a
candidate for Director.
Apr. 1991
Joined USHIO U-TECH, INC. (currently,
USHIO LIGHTING, INC.)
Jun. 1991
Director, USHIO U-TECH, INC.
Apr. 1992
Executive Director, USHIO U-TECH, INC.
Feb. 1996
President and Chief Operating Officer,
USHIO U-TECH, INC.
Apr. 2004
Chairman and Chief Executive Officer,
USHIO LIGHTING, INC.
Group Senior Executive Officer
Jun. 2004
Director and Group Senior Executive Officer
Shiro Ushio
Mar. 2005
Director and Managing Executive Officer
172,033(April 14, 1958)
Apr. 2010
Chairman and Chief Executive Officer,
USHIO LIGHTING, INC.
Director and Group Managing Executive
OfficerJun. 2010
Director and Managing Executive Officer
Jan. 2020
Chairman and Director, USHIO LIGHTING,
INC. (incumbent)
Apr. 2020
Director (incumbent)(Significant concurrent position)
Chairman and Director, USHIO LIGHTING, INC.
<Reasons for electing Mr. Shiro Ushio as a candidate for Director>
Mr. Shiro Ushio has directed illumination and imaging-related businesses of domestic Group
companies for many years, and contributed to the growth and development of businesses byimplementing Group strategies. The Company has judged that with such extensive experience andknowledge, he is expected to continue to perform an appropriate role in overall management towardfurther improving corporate value. Accordingly, the Company proposes him as a candidate for
Director.

－

6 －Candidate
numberName(Date of Birth)

Brief profile, position, responsibility at the Company andsignificant concurrent positions held
Apr. 1967
Jun. 1991
Sep. 1995

6

Number of theCompany’s
shares owned

Joined Daiwa Securities Co., Ltd.
Director, Daiwa Securities Co., Ltd.
Managing Director, Daiwa Securities Co.,
Ltd.
Oct. 1997
President and Representative Director, Daiwa
Securities Co., Ltd.
Apr. 1999
President and Representative Director andCEO, Daiwa Securities Group Inc.
OutsidePresident and Representative Director, Daiwa
Securities Co., Ltd.
Director
2,300
Jun. 2004
Chairman of the Board and Director, Daiwa
Yoshinari Hara
Securities Group Inc.
(April 3, 1943)
Jun. 2008
Chief Corporate Advisor, Daiwa Securities
Group Inc.
Jun. 2012
Honorary Advisor, Daiwa Securities Group
Inc. (incumbent)
Jun. 2014
Outside Director(incumbent)(Significant concurrent position)
Honorary Advisor, Daiwa Securities Group Inc.
Vice Chairman, Japan Association of Corporate Directors<Reasons for electing Mr. Yoshinari Hara as a candidate for Outside Director>
Mr. Yoshinari Hara has a wealth of experience obtained managing the activities of a securities
company, and has in-depth knowledge of capital markets. The Company has judged that with suchstrengths, he is expected to continue to appropriately perform managerial roles, which include
advising the management of the Company and supervising the execution of business. Accordingly,
the Company proposes him as a candidate for Outside Director.
<Independence>
Mr. Yoshinari Hara was formerly the representative director of a securities company with which theCompany has business transactions, the percentage of such transactions against consolidated net
sales of the securities company and of the Company is less than one percent (1%) and there are notransactions that have an impact on the decision-making of the Company. There are also no special
interests between Mr. Yoshinari Hara and the Company. In addition, more than eleven (11) years
have passed since Mr. Yoshinari Hara resigned the executive officer of the securities company and ofits group. Based on the aforementioned background, the Company judged that Mr. Yoshinari Hara isan Independent Director who has no conflicts of interest with ordinary shareholders, and has
registered him as an Independent Director with the Tokyo Stock Exchange, Inc. in conformity withthe regulations thereof. Provided Mr. Yoshinari Hara is appointed Outside Director as proposed, hewill continue to be an Independent Director.

－

7 －Candidate
numberName(Date of Birth)

Brief profile, position, responsibility at the Company andsignificant concurrent positions held
Apr. 1979
Apr. 1982
Sep. 1985

7

Number of theCompany’s
shares owned

Joined TKC Corporation
Joined Logic Systems International, Inc.
Director, NTT PC Communications
Incorporated
Nov. 1989
Established Future System Consulting
Corp.(currently Future Corporation) andserved as President and Chief Executive
OfficerMar. 2006
Chairman, President and Chief Executive
Officer, Future System Consulting Corp.
Jan. 2007
Chairman and Chief Executive Officer, Future
Architect, Inc. (currently Future Corporation)
OutsideMar.
2011
Chairman, President and Chief Executive
Director
Officer, Future Architect, Inc.
9,800
Yasufumi Kanemaru Jun. 2015
Outside Director(incumbent)(March 12, 1954)
Jul. 2015
Chairman, Future Architect, Inc.
Apr. 2016
Chairman, President and Group Chief
Executive Officer, Future Corporation(incumbent)
Chairman, Future Architect, Inc.(incumbent)(Significant concurrent position)
Chairman, President and Group Chief Executive Officer,
Future Corporation
Chairman, Future Architect, Inc.
Representative Executive Officer & Executive Vice
President, Nippon Institute for Research Advancement<Reasons for electing Mr. Yasufumi Kanemaru as a candidate for Outside Director>
Mr. Yasufumi Kanemaru has gained extensive experience and knowledge through his career as thefounder of a telecommunications and IT consulting firm and as a business manager. The Company
has judged that with such strengths, he is expected to continue to appropriately perform managerial
roles, which include advising the management of the Company and supervising the execution ofbusiness. Accordingly, the Company proposes him as a candidate for Outside Director.
<Independence>
The firm for which Mr. Yasufumi Kanemaru serves as the representative and the Company has abusiness relationship, the percentage of business transactions against consolidated net sales of thefirm and of the Company is less than one percent (1%) and there are no transactions that have an
impact on the decision-making of the Company. There are also no special interests between Mr.
Yasufumi Kanemaru and the Company. Based on the aforementioned background, the Company
judged that Mr. Yasufumi Kanemaru is an Independent Director who has no conflicts of interest withordinary shareholders, and has registered him as an Independent Director with the Tokyo Stock
Exchange, Inc. in conformity with the regulations thereof. Provided Mr. Yasufumi Kanemaru is
appointed Outside Director as proposed, he will continue to be an Independent Director.

－

8 －Candidate
numberName(Date of Birth)

Brief profile, position, responsibility at the Company andsignificant concurrent positions held
Jun. 1980
Sep. 1987
Aug. 1991
May 1995
Sep. 2000

8

Number of theCompany’s
shares owned

Joined Braxton International
Joined Bain & Company, Inc.
Joined Korn/Ferry International-Japan
Director, Korn/Ferry International
Regional Managing Director, Korn/Ferry
International-Japan
Jul. 2001
President and Representative Director,
Korn/Ferry International-Japan
OutsideMay 2009
Chairman & Representative Director,
Director
Korn/Ferry International-Japan
600
Jul. 2010
President & Representative Director, G&S
Sakie T. Fukushima
Global Advisors Inc. (incumbent)(September 10, 1949)
Jun. 2016
Outside Director (incumbent)
Jun. 2019
Outside Director, KONICA MINOLTA, INC.
(incumbent)(Significant concurrent positions)
President & Representative Director, G&S Global
Advisors Inc.
Outside Director, KONICA MINOLTA, INC.
<Reasons for electing Ms. Sakie T. Fukushima as a candidate for Outside Director>
Ms. Sakie T. Fukushima has considerable global insights, and extensive knowledge and experienceof managing a global business. The Company has judged that with such strengths, she is expected tocontinue to appropriately perform managerial roles, which include advising the management of theCompany and supervising the execution of business. Accordingly, the Company proposes her as a
candidate for Outside Director.
<Independence>
There is no business relationship between the firm Ms. Sakie T. Fukushima represents and theCompany. There are also no special interests between Ms. Sakie T. Fukushima and the Company.
Based on the aforementioned background, the Company judged that Ms. Sakie T. Fukushima is an
Independent Director who has no conflicts of interest with ordinary shareholders, and has registered
her as an Independent Director with the Tokyo Stock Exchange, Inc. in conformity with theregulations thereof. Provided Ms. Sakie T. Fukushima is appointed Outside Director as proposed, shewill continue to be an Independent Director.

－

9 －Candidate
numberName(Date of Birth)

Brief profile, position, responsibility at the Company andsignificant concurrent positions held

Number of theCompany’s
shares owned

Apr. 1976
Jul. 2003

9

Joined the Ministry of Finance
Deputy Director, General of the Budget
BureauJul. 2007
First Deputy Commissioner, National Tax
AgencyJul. 2008
Director, General of the Financial BureauJan. 2010
Assistant Chief Cabinet Secretary, Cabinet
OutsideSecretariat
Director
Apr. 2013
Chief Domestic Coordinator, Governmental
200
Toyonari Sasaki
Headquarters for the Trans-Pacific Strategic(April 1, 1953)
Economic Partnership Agreement (TPP),
Cabinet Secretariat
Apr. 2016
Vice Chairman, the Life Insurance
Association of Japan (incumbent)
Jun. 2019
Outside Director (incumbent)(Significant concurrent position)
Vice Chairman, the Life Insurance Association of Japan<Reasons for electing Mr. Toyonari Sasaki as a candidate for Outside Director>
Mr. Toyonari Sasaki has extensive experience and knowledge of global business development
including promotion of free trade. The Company has judged that with such strengths, he is expected
to continue to appropriately perform managerial roles, which include advising the management of theCompany and supervising the execution of business. Accordingly, the Company proposes him as a
candidate for Outside Director. Although he has no direct corporate management experience, theCompany believes he is capable of appropriately performing the duties of an Outside Director basedon the aforementioned reasons.
<Independence>
There are no special interests between Mr. Toyonari Sasaki and the Company. Based on the
aforementioned background, the Company judged that Mr. Toyonari Sasaki is an Independent
Director who has no conflicts of interest with ordinary shareholders, and has registered him as an
Independent Director with the Tokyo Stock Exchange, Inc. in conformity with the regulations
thereof. Provided Mr. Toyonari Sasaki is appointed Outside Director as proposed, he will continue tobe an Independent Director.

Notes:
1. Mr. Jiro Ushio concurrently serves as Chairman of The USHIO Foundation to which the Company makes
donations.
2. (i) Mr. Yoshinari Hara will have served as Outside Director of the Company for six (6) years at the close of thisAnnual General Meeting of Shareholders.
(ii) Mr. Yasufumi Kanemaru will have served as Outside Director of the Company for five (5) years at the close ofthis Annual General Meeting of Shareholders.
(iii) Ms. Sakie T. Fukushima will have served as Outside Director of the Company for four (4) years at the close ofthis Annual General Meeting of Shareholders.
(iv) Mr. Toyonari Sasaki will have served as Outside Director of the Company for one (1) year at the close of thisAnnual General Meeting of Shareholders.
3. The Company and each Mr. Yoshinari Hara, Mr. Yasufumi Kanemaru, Ms. Sakie T. Fukushima and Mr. Toyonari
Sasaki have in place between them an agreement that limits the liability of damages provided in Article 423,
Paragraph 1 of the Companies Act pursuant to the provisions of Article 427, Paragraph 1 of the said Act. Under
this agreement, the liabilities are limited to the extent prescribed by law. If the appointment of Mr. Yoshinari Hara,
Mr. Yasufumi Kanemaru, Ms. Sakie T. Fukushima and Mr. Toyonari Sasaki is approved, the Company intends tocontinue the liability limitation agreement described above with each of them.

－

10 －

Proposal No. 3: Election of three (3) Directors who are Audit & Supervisory Committee Members

The terms of office of all three (3) Directors who are Audit & Supervisory Committee Members will
expire at the close of this Annual General Meeting of Shareholders. The Company hereby proposes theelection of three (3) Directors who are Audit & Supervisory Committee Members.
The Company has obtained the consent of the Audit & Supervisory Committee with regard to this agenda.
The following are candidates for Directors who are Audit & Supervisory Committee Members.

CandidatenumberName(Date of Birth)

Brief profile, position, responsibility at the Company andsignificant concurrent positions held
Apr. 1982
Apr. 2007
Jul. 2011
Jun. 2013
Apr. 2014

1

Number of theCompany’s
shares owned

Joined USHIO INC.
Executive Officer
Senior Executive Officer
Director and Managing Executive Officer
Nobuyuki Kobayashi
General Manager, Corporate Management
5,260(March 19, 1959)
Division
Apr. 2016
In charge of Corporate Headquarter
Jun. 2016
Director (a Full-time Audit & Supervisory
Committee Member) (incumbent)<Reasons for electing Mr. Nobuyuki Kobayashi as a candidate for Director>
Mr. Nobuyuki Kobayashi has experience working in the Accounting, Finance, and IT Departmentsof the Company over many years, and has also undertaken management roles as Director in chargeof the Administration Department. The Company has judged that with his depth of specialized
knowledge and extensive experience, he would continue to fairly and adequately perform audits andsupervise the execution of business. Accordingly, the Company proposes him as a candidate for
Director who is an Audit & Supervisory Committee Member.

－

11 －

Candidate
numberName(Date of Birth)

Brief profile, position, responsibility at the Company andsignificant concurrent positions held
Apr. 1986
Apr. 1995
Jan. 1996

2

Number of theCompany’s
shares owned

Judge
Attorney-at-law (incumbent)
Joined Koga Sogo Law Office (currently
Kasumi Sogo Law Office)Oct. 2004
Partner lawyer, Kasumi Sogo Law Office(incumbent)
Mar. 2015
Outside Audit & Supervisory Board
Newly
OutsideMember, TACHIKAWA CORPORATIONElectedDirector(incumbent)
0
Nov.
2018
Public Member, Central Labor Relations
Rei Sugihara
Commission (incumbent)(October 25, 1958)(Significant concurrent positions)
Attorney-at-law
Partner lawyer, Kasumi Sogo Law OfficeOutside Audit & Supervisory Board Member,
TACHIKAWA CORPORATION
Public Member, Central Labor Relations Commission<Reasons for electing Ms. Rei Sugihara as a candidate for Outside Director>
Ms. Rei Sugihara, as a lawyer specializing in corporate legal affairs, has in-depth specialized
knowledge of laws, considerable insights into corporate management, and supervisory capabilities.
The Company has judged that with such strengths, she is expected to fairly and adequately perform
audits and supervise the execution of business. Accordingly the Company proposes her as a
candidate for Outside Director who is an Audit & Supervisory Committee Member. Although she
has no direct corporate management experience, the Company believes she is capable ofappropriately performing the duties of an Outside Director based on the aforementioned reasons.
<Independence>
There are no special interests between Ms. Rei Sugihara and the Company. Based on the
aforementioned background, the Company judged that Ms. Rei Sugihara is an Independent Director
who has no conflicts of interest with ordinary shareholders. Provided she is appointed Outside
Director as proposed, the Company will register her as an Independent Director with the Tokyo
Stock Exchange, Inc. in conformity with the regulations thereof.

－

12 －

Candidate
numberName(Date of Birth)

Brief profile, position, responsibility at the Company andsignificant concurrent positions held

Number of theCompany’s
shares owned

Oct. 1989

3

1.

2.

Joined Auditing Department of
Aoyama Audit Corporation (currently
PricewaterhouseCoopers Arata)
Feb. 1991
Joined Auditing Department of Chuo Audit
Corporation
Aug. 1993
Certified public accountant (incumbent)
Oct. 1994
Certified public tax accountant (incumbent)
Nov. 1994
Established Sunaga CPA Firm and served as
Representative (incumbent)
Nov. 1996
Established Marunouchi Business
Consulting Ltd. and served as
Representative Director (incumbent)
Jan. 2012
Established Marunouchi Business
Consulting Tax Co. and served as SeniorPartner (incumbent)
Newly
OutsideJun.
2016
Outside Audit & Supervisory Board
ElectedDirector
0
Member, Matsumotokiyoshi Holdings Co.,
Akemi Sunaga
Ltd. (incumbent)(August 14, 1961)
Jun. 2017
Established Marunouchi Audit Corporationand served as Senior Partner (incumbent)(Significant concurrent positions)Certified public accountant
Certified public tax accountant
Representative, Sunaga CPA Firm
Representative Director, Marunouchi Business
Consulting Ltd.
Senior Partner, Marunouchi Business Consulting Tax
Co.
Outside Audit & Supervisory Board Member,
Matsumotokiyoshi Holdings Co., Ltd.
Senior Partner, Marunouchi Audit Corporation<Reasons for electing Ms. Akemi Sunaga as a candidate for Outside Director>
Ms. Akemi Sunaga, as certified public accountant and certified public tax accountant, has in-depth
specialized knowledge of financial affairs, accounting and tax, considerable insights into corporate
management, and supervisory capabilities. The Company has judged that with such strengths, she isexpected to fairly and adequately perform audits and supervise the execution of business.
Accordingly the Company proposes her as a candidate for Outside Director who is an Audit &Supervisory Committee Member.
<Independence>
There is no business relationship between the firm Ms. Akemi Sunaga represents and the Company.
There are also no special interests between Ms. Akemi Sunaga and the Company. Based on the
aforementioned background, the Company judged that Ms. Akemi Sunaga is an Independent
Director who has no conflicts of interest with ordinary shareholders. Provided she is appointed
Outside Director as proposed, the Company will register her as an Independent Director with theTokyo Stock Exchange, Inc. in conformity with the regulations thereof.

Ms. Akemi Sunaga serves as Outside Audit & Supervisory Board Member of Matsumotokiyoshi Holdings Co.,
Ltd., but will retire from the position of Outside Audit & Supervisory Board Member at the close of the firm’s
annual general meeting of shareholders scheduled on June 26, 2020.
If the appointment of Ms. Rei Sugihara and Ms. Akemi Sunaga is approved, the Company plans to conclude anagreement that limits the liability of damages provided in Article 423, Paragraph 1 of the Companies Act pursuant
to the provisions of Article 427, Paragraph 1 of the said Act with each of them.

－

13 －