This document has been translated from a part of the Japanese original for reference purposes only. In theevent of any discrepancy between this translated document and the Japanese original, the original shallprevail. The Company assumes no responsibility for this translation or for direct, indirect or any other formsof damages arising from the translation.

Securities code: 6997
June 5, 2024

NOTICE OF THE 77th ORDINARY GENERAL MEETING OF SHAREHOLDERS
Dear Shareholder,
We are pleased to announce the 77th Ordinary General Meeting of Shareholders of Nippon ChemiCon Corporation (the “Company”), which will be held as described hereunder.
The Company has adopted the electronic format in convening this General Meeting of
Shareholders. The items subject to measures for electronic provision are available online at the“Notice of the 77th Ordinary General Meeting of Shareholders (June 27, 2024)” on the following
website.
The Company’s website:
https://www.chemi-con.co.jp/company/ir/event/meeting/(in Japanese)
In addition to this, the following website also provides the information online.
Website of the Tokyo Stock Exchange (Listed Company Search):https://www2.jpx.co.jp/tseHpFront/JJK010010Action.do?Show=Show (in Japanese)
Access the website above, search by entering the Company name or Code, choose “Basic
Information” first and then “Documents for public inspection/PR information” to view the
information.
If you are unable to attend the meeting, you may exercise your voting rights via the Internet
or by writing. Please review the Reference Materials for General Meeting of Shareholders
and exercise your voting rights by 5:30 p.m., June 26, 2024 (Wednesday).
Sincerely yours,
Norio Kamiyama, President
NIPPON CHEMI-CON CORPORATION
5-6-4, Osaki, Shinagawa-ku, Tokyo, Japan-1-

MEETING AGENDA
1. Date and Time:
2. Venue:
3. Agenda:
Items to be reported:

10:00 a.m., June 27 (Thursday), 2024 (Reception starts at 9:00 a.m.)
Training Room of the Company (5F), Miyako Gotanda Bldg.
5-6-4, Osaki, Shinagawa-ku, Tokyo, Japan1.

2.
Items to be proposed:
Proposal No. 1:
Proposal No. 2:
Proposal No. 3:
Proposal No. 4:

Business report, consolidated financial statements and nonconsolidated financial statements for the 77th fiscal term (April 1,
2023 to March 31, 2024)
Audit reports of consolidated financial statements by Accounting
Auditors and the Audit & Supervisory Board

Appropriation of surplus
Election of six (6) Directors
Election of two (2) Audit & Supervisory Board Members
Election of one (1) Substitute Audit & Supervisory Board Member-2-4. Instructions for Exercising Voting Rights:(1) To vote in writing, please indicate your approval or disapproval on the enclosed voting
form and return the form to the Company by post to reach us by 5:30 p.m. on June 26,
2024 (Wednesday).
(2) To vote via the Internet, please use the login ID and provisional password that are statedon the voting form on the website for exercising voting rights (https://evote.tr.mufg.jp/(in Japanese)) and enter your approval or disapproval following the guidance on thescreen, by 5:30 p.m. on June 26, 2024 (Wednesday).
(3) If neither approval nor disapproval of each proposal is indicated on the voting form, we
will consider you have indicated your approval of the proposal.
(4) If you vote both by voting form and via the Internet, we will treat only the vote submitted
via the Internet as valid.
(5) If you vote more than once via the Internet, we will treat only the most recent vote as
valid.
Notes:
1. Attendees are requested to submit the voting form enclosed herewith to the reception desk when attending themeeting.
2. If there are any revisions to the matters subject to measures for electronic provision, the content of theserevisions will be posted on the respective websites.
Introduction of the system for providing informational materials for the general meeting of shareholders inelectronic format
Following the adoption of the electronic provision system under the amended Company Act, we decided to deliver
information materials for the general meeting of shareholders in electronic format. As for this general meeting ofshareholders, we are sending a paper copy of the materials to all the shareholders as we had done, regardless ofwhether they have made a request for delivery of such documents.

-3-

Reference Materials for General Meeting of Shareholders
Proposal and Reference Materials
Proposal No. 1:

Appropriation of surplus

The Company would like to appropriate surplus as follows:
Matters regarding year-end dividend
Regarding the year-end dividend for the fiscal term ended March 31, 2024, the Company would
like to pay a dividend on Class A shares according to the stipulations of the Articles ofIncorporation as follows.
Other capital surplus is planned for use as the dividend source.
Regrettably, we would also like common shares to be without dividends.
1. Type of dividend property
Cash
2. Matters regarding allotment of dividend property to shareholders and the total amountthereof¥14,426.20 per Class A share of the Company; ¥144,262,000 in total
3. Effective date of dividends of surplus
June 28, 2024

-4-

Proposal No. 2:

Election of six (6) Directors

The terms of office of all eight (8) Directors will expire at the conclusion of this General
Meeting of Shareholders. We propose to reduce the number of these Directors by two (2) inorder to make the management structure more efficient and to elect six (6) Directors.
The candidates for Directors are as follows:
No.

1

Name
(Date of Birth)

Norio Kamiyama(April 1, 1959)

Current Position and Responsibility in the
Company

Rate ofAttendanceat Board of
Directors
Meetings

Reappointment

President and Chief Executive Officer
In charge of Internal Audit Dept.

21/21(100%)

21/21(100%)

2

Osamu Ishii(July 3, 1959)

Reappointment

Director and Senior Managing Executive
Officer, CFO and Officer in charge of
Accounting Dept., Officer in charge ofCorporate Strategy Dept. and Officer incharge of Digital Strategy Dept.

3

Kenichi Konno(December 25, 1965)

Reappointment

Director and Senior Executive Officer,
Division Manager of Business Management

16/16(100%)

4

Suzuko Miyata(April 2, 1955)

Outside Director

21/21(100%)

5

Hiroshi Yoshida(July 24, 1955)

Outside Director

16/16(100%)

6

Takashi Komagata(May 6, 1976)

Outside Director

5/5(100%)

Reappointment
OutsideIndependent
officer
Reappointment
OutsideIndependent
officer
Reappointment
Outside

-5-

No.

Name
(Date of Birth)

Brief Personal Profile, Position, Responsibility, and Significant
Concurrent Positions
April
1983
November 2004

1

Number ofCompany
Shares Owned

Joined Nippon Chemi-Con Corp.
Department Manager of Ceramic and Film Capacitor
Engineering Dept. in Technical, R&D Headquarters
April
2006 Department Manager of Ceramic and Film Capacitor
Engineering Dept. in Technical, R&D Headquarters
and Department Manager of DLCAP Design Dept. inSupercapacitor Division Headquarters
October 2006 Deputy Division Manager of Quality Assurance
Headquarters
August2009 Division Manager of Quality Assurance Headquarters
April
2011 Division Manager in Quality Assurance, Quality
Assurance Headquarters
June
2012 Director, CQO and Division Manager of Quality
Assurance Headquarters
Norio Kamiyama
CommonJune
2013
Director,
CTO and Division Manager of R&D(April 1, 1959)
shares:Headquarters
June
2014 Senior Executive Officer, CTO and Division Manager
3,500
Reappointmentof R&D Headquarters
April
2016 Senior Executive Officer, CTO and Division Manager
of R&D Headquarters and Officer in charge of Solid
Devices Business (Ceramic Capacitor, Varistor, Film
Capacitor, Coil) in Product Business Management
June2018 Director, Senior Executive Officer, CTO and Division
Manager of R&D Headquarters and Officer in chargeof Solid Devices Business (Ceramic Capacitor,
Varistor, Film Capacitor, Coil) in Product Business
Management
June2019 President and Chief Executive Officer, in charge ofInternal Audit Dept. (current)(Significant concurrent position)
Director, Europe Chemi-Con (Deutschland) GmbH
[Reasons for nomination as a candidate for Director]
Norio Kamiyama, who has been engaged in engineering, technical and quality assurance divisions for many
years, is currently serving as the President. He has abundant experience and skill in business and corporate
management of the Group as well as in research and development and quality management. Making use of such
experience and skill, the Company can expect that he will adequately fulfill his role as a Director in decisions onimportant matters and supervision of execution of business of the Group, and accordingly the Company requests
his continuing appointment as Director.
[Rate of attendance at Board of Directors meetings in fiscal 2023]
21 out of 21 meetings (100%)

-6-

No.

Name
(Date of Birth)

Brief Personal Profile, Position, Responsibility, and Significant
Concurrent Positions
April
June

2

1984
2009

Number ofCompany
Shares Owned

Joined Nippon Chemi-Con Corp.
Department Manager of Division Planning, Material
Division Headquarters
April
2014 Department Manager of Accounting Dept., Planning
Headquarters
June
2014 Executive Officer, Department Manager of
Accounting Dept., Planning Headquarters
June
2016 Senior Executive Officer, Officer in charge of Target
Costing Dept. and Accounting Dept. and Deputy
Officer in charge of Corporate Strategy Dept.
June
2019 Senior Executive Officer, Officer in charge ofCorporate IT Planning Dept. and Accounting Dept.
Osamu Ishii
Commonand Deputy Officer in charge of Corporate Strategy(July 3, 1959)
Dept.
shares:June
2020 Senior Executive Officer, Officer in charge of0
Reappointment
Accounting Dept. and Deputy Officer in charge ofCorporate Strategy Dept.
June
2021 Director and Managing Executive Officer, CFO andOfficer in charge of Accounting Dept. and Corporate
Strategy Dept.
June
2023 Director and Senior Managing Executive Officer,
CFO and Officer in charge of Accounting Dept. andCorporate Strategy Dept.
October 2023 Director and Senior Managing Executive Officer,
CFO and Officer in charge of Accounting Dept.,
Corporate Strategy Dept. and Digital Strategy Dept.
(current)[Reasons for nomination as a candidate for Director]
Osamu Ishii has worked at the accounting and material divisions, and is currently serving as a Director of theCompany. He has abundant experience and skill and considerable knowledge concerning finance and accounting
in the Group. Making use of such experience and skill, the Company can expect that he will adequately fulfill hisrole as a Director in decisions on important matters, supervision of execution of business, and financial strategiesof the Group, and accordingly the Company requests his continued appointment as Director.
[Rate of attendance at Board of Directors meetings in fiscal 2023]
21 out of 21 meetings (100%)

-7-

No.

Name
(Date of Birth)

Brief Personal Profile, Position, Responsibility, and Significant
Concurrent Positions
April
April

3

1984
2011

Number ofCompany
Shares Owned

Joined Nippon Chemi-Con Corp.
Department Manager of Module Production Planning
Department, Production Headquarters
June
2018 Executive Officer, Officer in charge of SMD
Aluminum Electrolytic Capacitor Business in ProductBusiness Management
June2019 Senior Executive Officer, Division Manager of
Product Business Management
June2020 Senior Executive Officer, Division Manager of
Product Business Management, and President ofCommonKenichi Konno
Chemi-Con East Japan Corp.
shares:(December 25, 1965) June
2021 Senior Executive Officer of Nippon Chemi-Con
Corp., Division Manager of Business Management,
400
and President of Chemi-Con East Japan Corp.
Reappointment
June2023 Director and Senior Executive Officer of Nippon
Chemi-Con Corp., Division Manager of Business
Management, and President of Chemi-Con East JapanCorp.
(current)(Significant concurrent positions)
President, Chemi-Con East Japan Corp.
Director, Chemi-Con Device Corporation
Director, Taiwan Chemi-Con Corp.
Director, Chemi-Con (Wuxi) Co., Ltd.
[Reasons for nomination as a candidate for Director]
Kenichi Konno has been engaged in the production for a long time. He is currently serving as a Director of theCompany and an Officer at subsidiaries of the Company. He has abundant experience and skill in the Group’sbusiness and product and production technology. Making use of such experience and skill, the Company can
expect that he will adequately fulfill his role as a Director in decisions on important matters, supervision ofbusiness execution and strategy planning of the Group, and accordingly the Company requests his continued
appointment as Director.
[Rate of attendance at Board of Directors meetings in fiscal 2023]
16 out of 16 meetings (100%)

-8-

No.

Name
(Date of Birth)

Brief Personal Profile, Position, Responsibility, and Significant
Concurrent Positions
April
July

4

1980
2007

Number ofCompany
Shares Owned

Joined TV TOKYO Corporation
Deputy General Manager of News Department andGeneral manager of Press Center
June
2009 General Manager of Compliance Management
Department
October 2010 General Manager of Compliance Management
Department, TV TOKYO Holdings CorporationJune
2012 Director in charge of Legal Affairs and Contracts
Department, TV TOKYO Holdings Corporation and
Director of TV TOKYO Corporation
Suzuko Miyata
June2014 Managing Director in charge of Legal Affairs and(April 2, 1955)
Contracts, TV TOKYO Holdings Corporation
CommonJune2016 Managing Director, Legal Affairs Strategy Manager,
shares:Chairperson of Risk Management Committee, Chief
Reappointment
0
Information Security Officer, and Chief Personal
OutsideInformation Management Officer
Independent officer
June2017 Senior Managing Director, Legal Affairs Strategy
Manager, Chairperson of Risk Management
Committee, Chief Information Security Officer, andChief Personal Information Management Officer
June2019 Special Expert Committee Member of Internal Audit
Division, TV TOKYO Holdings Corporation, Auditorof TV TOKYO Production, Inc., and Auditor of TV
TOKYO Music, Inc.
June
2021 Outside Director of Nippon Chemi-Con Corp.
(current)[Reasons for nomination as a candidate for Outside Director and overview of expected roles]
Suzuko Miyata has been engaged in the legal affairs and risk management division of TV TOKYO Holdings
Corporation, and has abundant experience, skill and insight in such fields. With such experience, skill andinsight, she is expected to be able to supervise the Company’s management from an objective standpoint, andaccordingly the Company requests her appointment as Outside Director. She is also expected to be able to use
such experience, skill and insight to supervise corporate management and legal affairs and risk management inparticular from an independent and objective standpoint. In addition, if she is elected, the Company plans for her
to be involved from an objective and neutral standpoint as a member of the Nomination Advisory Committee andthe Compensation Advisory Committee. She assumed office as Outside Director of the Company in June 2021.
She will have been in this position for three years at the time when this General Meeting of Shareholders ends.
[Rate of attendance at Board of Directors meetings in fiscal 2023]
21 out of 21 meetings (100%)

-9-

No.

Name
(Date of Birth)

Brief Personal Profile, Position, Responsibility, and Significant
Concurrent Positions
April
April
April
April

5

1979
2012
2014
2016

Number ofCompany
Shares Owned

Joined Asahi Kasei Corp.
Executive Officer of Asahi Kasei Chemicals Corp.
Director and Senior Executive Officer
Lead Executive Officer of Asahi Kasei Corp., andPresident of Performance Polymers SBU
April
2017 Senior Executive Officer and President of
Performance Polymers SBU
April
2018 Primary Executive Officer and President ofHiroshi Yoshida
Performance Polymers SBU(July 24, 1955)
April
2019 Vice Presidential Executive Officer and Executive
CommonOfficer of Materials, Oversight of ASAHI KASEI
shares:ADVANCE CORPORATION and Asahi Kasei
Reappointment
0
Europe GmbH
Outside2019 Director and Vice Presidential Executive Officer ofIndependent officer June
Asahi Kasei Corp., and Executive Officer ofMaterials, Oversight of ASAHI KASEI ADVANCECORPORATION and Asahi Kasei Europe GmbH
April
2022 Director of Asahi Kasei Corp.
June
2022 Advisor(current)
June
2023 Outside Director of Nippon Chemi-Con Corp.
(current)[Reasons for nomination as a candidate for Outside Director and overview of expected roles]
Hiroshi Yoshida has been involved in the management of materials at Asahi Kasei Corp., and has abundant
experience, skill and insight in that field as well as in sales and marketing. With such experience, skill andinsight, he is expected to be able to supervise the Company’s management activities from an objective
standpoint, and accordingly the Company requests his appointment as Outside Director. He is also expected to beable to use his experience, skill and insight gained from his career to supervise corporate management and sales
and marketing in particular from an independent and objective standpoint. In addition, if he is elected, theCompany plans for him to be involved from an objective and neutral standpoint as a member of the Nomination
Advisory Committee and the Compensation Advisory Committee. He assumed office as Outside Director of theCompany in June 2023. He will have been in this position for one year at the time when this General Meeting of
Shareholders ends.
[Rate of attendance at Board of Directors meetings in fiscal 2023]
16 out of 16 meetings (100%)- 10 -

Name(Date of Birth)No.

Brief Personal Profile, Position, Responsibility, and Significant
Concurrent Positions

Number ofCompany
Shares Owned

April1999 Joined The Sumitomo Bank, Limited
October 2000 Joined Asahi Arthur Andersen Ltd.
November 2002 Joined Nomura Securities Co., Ltd.
October 2006 Joined Morgan Stanley Japan Securities Co., Ltd.
(currently Morgan Stanley MUFG Securities Co.,Ltd.)
February 2009 Joined Marunouchi Capital Inc.
Takashi Komagata May
2011 Joined Japan Industrial Solutions Co., Ltd.
Common(May 6, 1976)
Director
shares:January 2015 Managing Director
December 2019 Member of the Board, Co-Head of Investment
0
Reappointment
Division
Outside(current)
September 2020 External Director, MITSUBA Corporation(current)
December 2023 Outside Director of Nippon Chemi-Con Corp.
(current)(Significant concurrent positions)
Member of the Board, Japan Industrial Solutions Co., Ltd.
[Reasons for nomination as a candidate for Outside Director and overview of expected roles]
Takashi Komagata has been involved in operations at major financial institutions and management of investment
fund management companies, and has abundant experience, skill and insight in finance and corporate
management. With such experience, skill and insight, he is expected to contribute to the Company’s Board of
Directors’ appropriate decision-making and management supervision from a broad perspective, and accordingly
the Company requests his appointment as Outside Director. He is also expected to be able to use his experience,skill and insight gained from his career to provide effective and appropriate management supervision,
particularly with respect to corporate management. He assumed office as Outside Director of the Company inDecember 2023. He will have been in this position for six months at the time when this General Meeting of
Shareholders ends.
[Rate of attendance at Board of Directors meetings in fiscal 2023]
5 out of 5 meetings (100%)

6Notes:
1.

Takashi Komagata concurrently serves as a Member of the Board of Japan Industrial Solutions Co., Ltd., andJapan Industrial Solutions III Investment Limited Partnership, of which Japan Industrial Solutions Co., Ltd. is anunlimited liability partner, has concluded an investment agreement with the Company regarding the issuance andunderwriting etc. of Class A and Class B shares. There are no special interest relationships between any of theother candidates and the Company.

2.

On June 20, 2024, Takashi Komagata is scheduled to retire from his position as an External Director of MITSUBA
Corporation. On June 26, 2024, he is scheduled to assume office as an Outside Director of Akebono Brake Industry
Co., Ltd.

3.

Suzuko Miyata, Hiroshi Yoshida, and Takashi Komagata are candidates for Outside Director.

4.

The Company has submitted a notice to Tokyo Stock Exchange, Inc. that Suzuko Miyata and Hiroshi Yoshida are
independent officers.

5.

The Company has made an agreement with Suzuko Miyata, Hiroshi Yoshida, and Takashi Komagata regarding
the limitation of liability in accordance with Article 427, Paragraph 1 of the Companies Act. The amount of theirindividual liability as Outside Director is the minimum amount stipulated in Article 425, Paragraph 1 of the said
Act. If the elections of Suzuko Miyata, Hiroshi Yoshida, and Takashi Komagata are approved, the said agreement
between them and the Company will continue to remain valid.

6.

The Company plans to enter into a directors and officers liability insurance policy as provided for in Article 4303, Paragraph 1 of the Companies Act with an insurance company. The policy will cover the legal damages and- 11 -

dispute costs incurred by the insured under the policy. The full amount of the insurance premiums for all the
insureds is borne by the Company. If the election of each candidate is approved, the Company plans to include
each of them as an insured under the policy and renew the said insurance policy with the above details when it isnext renewed.
7.

None of the candidates owns Class A shares or Class B shares in the Company.

- 12 -

Proposal No. 3:

Election of two (2) Audit & Supervisory Board Members

The term of office of Audit & Supervisory Board Members, Shinichi Shibata and Fumio Morita,
will expire at the conclusion of this General Meeting of Shareholders. Accordingly, we propose
to elect two (2) Audit & Supervisory Board Members.
We have obtained the consent of the Audit & Supervisory Board in connection with this
proposal.
The candidates for Audit & Supervisory Board Member are as follows:
Name(Date of Birth)No.

Brief Personal Profile, Position,and Significant Concurrent Positions

Shunichi Horino
April(September 3, 1963) August

1988
2020

Joined Nippon Chemi-Con Corp.
Department Manager of Internal Audit Department(current)

Number ofCompany
Shares Owned
Commonshares:100

New appointment[Reasons for nomination as a candidate for Audit & Supervisory Board Member]
Shunichi Horino has been engaged in the accounting and auditing divisions for a long time. He has abundant
experience and considerable knowledge concerning finance and accounting in the Group. With that experienceand insight with regard to finance and accounting, he is expected to be able to fulfill a proper audit, so theCompany requests his appointment as an Audit & Supervisory Board Member.

1

OctoberJoined Tohmatsu Awoki & Co. (currently Deloitte
Touche Tohmatsu LLC)
March
1985 Registered as a Certified Public Accountant
June2013 Vice Chairman of The Japanese Institute of Certified
Public Accountants Tokai Chapter
July
2013 Director
October 2014 Head of Ogawa CPA Office
Kaoru Ogawa(current)(April 3, 1958)
June
2017 Outside Audit & Supervisory Board Member of Japan
CommonTissue Engineering Co., Ltd.
shares:(current)
New appointment0
OutsideJanuary 2018 Joined GYOSEI & CO.
Independent officer October 2018 Partner
June2020 Outside Audit & Supervisory Board Member of ATGroup Co., Ltd.
(current)(Significant concurrent positions)
Head of Ogawa CPA OfficeOutside Audit & Supervisory Board Member of Japan Tissue
Engineering Co., Ltd.
[Reasons for nomination as a candidate for Outside Audit & Supervisory Board Member]
Although Kaoru Ogawa has no experience in company management, he has been active as a certified public
accountant for many years and has served as Vice Chairman and Director of The Japanese Institute of Certified
Public Accountants Tokai Chapter. We believe that he has considerable knowledge of finance and accounting,and has abundant experience and skills in auditing work, and that he will be able to audit the Company’s
management from an objective standpoint, and accordingly the Company requests his appointment as Outside
Audit & Supervisory Board Member.

2

1981

Notes:
1.

There are no special interest relationships between any of the candidates and the Company.

2.

On June 27, 2024, Kaoru Ogawa is scheduled to retire from his position as an Outside Audit & Supervisory Board
Member of AT-Group Co., Ltd.

3.

Kaoru Ogawa is a candidate for Outside Audit & Supervisory Board Member.

- 13 -

4.

Kaoru Ogawa satisfies the requirements for an independent officer, and the Company will submit a notification to5.

If the election of Kaoru Ogawa is approved, the Company will enter into an agreement with him regarding thethe Tokyo Stock Exchange, Inc. that he is an independent officer.
limitation of liability in accordance with Article 427, Paragraph 1 of the Companies Act. The amount of his
individual liability as Outside Audit & Supervisory Board Member under this agreement is the minimum amountstipulated in Article 425, Paragraph 1 of the said Act.
6.

The Company plans to enter into a directors and officers liability insurance policy as provided for in Article 4303, Paragraph 1 of the Companies Act with an insurance company. The policy will cover the legal damages anddispute costs incurred by the insured under the policy. The full amount of the insurance premiums for all the
insureds is borne by the Company. If the elections of Shunichi Horino and Kaoru Ogawa are approved, theCompany plans to include them as insureds under the policy and renew the said insurance policy with the above
details when it is next renewed.

7.

NETZ TOYOTA AICHI CO., LTD., a subsidiary of AT-Group Co., Ltd. (pure holding company), where Kaoru
Ogawa serves as an Outside Audit & Supervisory Board Member, was discovered to have violated the Road
Transport Vehicle Act with regard to the continuous inspection of vehicles between December 22, 2018 andJanuary 13, 2021, and on March 30, 2021, received an administrative disposition pursuant to this Act from the
Chubu District Transport Bureau of the Ministry of Land, Infrastructure, Transport and Tourism. Kaoru Ogawa,as the Outside Audit & Supervisory Board Member of the pure holding company, has regularly interviewed fulltime Audit & Supervisory Board Members regarding the status of audits of subsidiaries with respect to legal
compliance, in addition to the status of implementation of internal audits by the person in charge of the internal
audit division, and exchanged opinions on how to strengthen governance. After the occurrence of the violation,
the President of the subsidiary explained the details of the misconduct, its cause, and measures to prevent
recurrence, and the person in charge of the internal audit division explained the results of the investigation todetermine whether similar incidents had occurred at other subsidiaries. Furthermore, thereafter, they inspected thetraining facility established in order to educate employees to prevent misconduct and explained the status of
employee education. As a result of these hearings, he exchanged opinions with the Audit & Supervisory Board as
to whether the Group as a whole had taken sufficient action.

8.

None of the candidates owns Class A shares or Class B shares in the Company.

- 14 -

Proposal No. 4:

Election of one (1) Substitute Audit & Supervisory Board Member

To avoid a situation where the number of Audit & Supervisory Board Members falls below theminimum number provided by laws and regulations, we propose that one (1) Substitute Audit &Supervisory Board Member be elected in advance.
We have obtained the consent of the Audit & Supervisory Board in connection with this
proposal.
The candidate for Substitute Audit & Supervisory Board Member is as follows:
Name(Date of Birth)

Brief Personal Profile and Significant Concurrent Positions

Number ofCompany
Shares Owned

April

Tomomi Nakano
August 17, 1969
OutsideIndependent officer

1992 Joined Chuo Trust & Banking Co., Ltd. (currently
Sumitomo Mitsui Trust Bank, Limited)
October 1999 Joined Asahi & Co. (currently KPMG AZSA LLC)
March
2003 Registered as a Certified Public Accountant
February 2007 Joined Shin Nihon & Co. (currently Ernst & Young
ShinNihon LLC)
August2013 Representative of Nakano Tomomi Certified Public
Accountant and Tax Accountant Office
Common(current)
shares:June2015 Outside Audit & Supervisory Board Member of The
0
Yachiyo Bank, LimitedMay
2018 Outside Audit & Supervisory Board Member of
Kiraboshi Bank, Ltd.
November 2021 Outside Director (Audit and Supervisory Committee
member) of UNIDEN HOLDINGS CORPORATION(Significant concurrent position)
Representative of Nakano Tomomi Certified Public Accountant and Tax
Accountant Office[Reasons for nomination as a candidate for Substitute Outside Audit & Supervisory Board
Member]Although Tomomi Nakano has no experience in company management, she has been active
as a certified public accountant for many years and also has experience as an Outside
Director. We believe that she has considerable knowledge of finance and accounting, and hasabundant experience and skills in auditing work, and that she will be able to audit theCompany’s management from an objective standpoint, and accordingly the Company
requests her appointment as a substitute Outside Audit & Supervisory Board Member.

Notes:
1.

There is no special interest relationship between the candidate and the Company.

2.

Tomomi Nakano is scheduled to assume office as Outside Director (Audit and Supervisory Committee member)of Nihon Chozai Co., Ltd. on June 25, 2024 and as Outside Director (Audit and Supervisory Committee Member)of Mebuki Financial Group, Inc. on June 26, 2024.

3.

Tomomi Nakano is a candidate for Substitute Outside Audit & Supervisory Board Member.

4.

Tomomi Nakano satisfies the requirements for an independent officer, and if she assumes the office of Audit &Supervisory Board Member, the Company will submit a notification to the Tokyo Stock Exchange, Inc. that she
is an independent officer.

5.

If Tomomi Nakano assumes the office of Audit & Supervisory Board Member, the Company will enter into anagreement with her regarding the limitation of liability in accordance with Article 427, Paragraph 1 of theCompanies Act. The amount of her individual liability as Audit & Supervisory Board Member under thisagreement is the minimum amount stipulated in Article 425, Paragraph 1 of the said Act.

6.

The Company plans to enter into a directors and officers liability insurance policy as provided for in Article 430-

- 15 -

3, Paragraph 1 of the Companies Act with an insurance company. The policy will cover the legal damages anddispute costs incurred by the insured under the policy. The full amount of the insurance premiums for all the
insureds is borne by the Company. If Tomomi Nakano assumes office as an Outside Audit & Supervisory Board
Member, the Company plans to include her as an insured under the policy and renew the said insurance policy
with the above details when it is next renewed.
7.

The candidate does not own Class A shares or Class B shares in the Company.

- 16 -

(Reference) If Proposal No. 2 and Proposal No. 3 are passed as originally proposed, the Company’s officers will consistof the following members.
Skills and Experience
Name

Position in
Years
Attributes
theAge GenderinCorporate R&D/Prod
Sales/
Company
office Manage- uction/Qu
Marketing
ment
ality

Norio
Kamiyama

President(Chief
Executive
Officer)

65

Male

8

○

Osamu
Ishii

Director(SeniorManaging
Executive
Officer)

64

Male

3

○

Kenichi
Konno

Director(SeniorExecutive
Officer)

58

Male

1

○

Legal
Affairs/
Sustainability

Finance/
InterAccount- national
ing
Experience

○
○

○

○

SuzukoMiyataOutsideIndependent
officer

Director

69 Female

3○

Hiroshi
YoshidaOutsideIndependent
officer

Director

68

Male

1

○

Takashi
Komagata

OutsideDirector

48

Male

0.5

○

KazutoMiura

Full-time
Audit &
Supervisory 65
Board
MemberMale

3○

ShunichiHorinoFull-time
Audit &
Supervisory 60
Board
Member

Male

-

○

○
○
○
○

○

Masaaki
Doi

OutsideIndependent
officer

Audit &
Supervisory63
Board
Member

Male

2

○

Kaoru
Ogawa

OutsideIndependent
officer

Audit &
Supervisory
66
Board
Member

Male

-

○

○

Notes:
1.

The Board of Directors will determine the appointments for the Representative Director and the Executive Officers
at the Board of Directors meeting to be held after this General Meeting of Shareholders. The Audit & Supervisory
Board will determine the appointments for the Full-time Audit & Supervisory Board Members at the Audit &Supervisory Board meeting to be held after that Board of Directors meeting.

2.

The skills and experience listed in the above table do not represent all the skills and experience possessed by the
Directors and Audit & Supervisory Board Members.

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