This document has been translated from the Japanese original for reference purposes only. In the event of any
discrepancy between this translated document and the Japanese original, the original shall prevail. The
Company assumes no responsibility for this translation or for direct, indirect or any other forms of damages
arising from the translation.

(Securities code: 6653)
March 11, 2024
(Start date of electronic provision measures: March 5, 2024)
To Shareholders with Voting Rights:
Hidetoshi Soeda
President and Representative Director
Seiko Electric Co., Ltd.
7-25 Toko 2-chome, Hakata-ku,
Fukuoka City, JapanNOTICE OF THE 120th ANNUAL GENERAL MEETING OF SHAREHOLDERS
Dear Shareholders:
We would like to express our appreciation for your continued support and patronage.
We would also like to express our sympathies for all those who have been affected by the Noto Peninsula
Earthquake, their families, and other related people. We sincerely hope that they will return to a peacefullife as soon as possible.
We hereby inform you that the 120th Annual General Meeting of Shareholders of Seiko Electric Co.,
Ltd. (the “Company”) (the “Meeting”) will be held as described below. Your attendance will be appreciated.
If you are unable to attend the meeting, you can exercise your voting rights in writing or via the Internet.
Please review the attached Reference Documents for the General Meeting of Shareholders and exercise
your voting rights by 5:30 p.m. (Japan time), on Tuesday, March 26, 2024. For details on how to exercise
your voting rights, please see pages 3 and 4 of the Japanese version of this document.
1. Date and Time:

Wednesday, March 27, 2024, at 10:00 a.m. Japan time
(The reception desk will open at 9:00 a.m.)

2. Place:

Conference Room, Main Building 5F, Head Office, the Company
7-25 Toko 2-chome, Hakata-ku, Fukuoka City, Japan(Please refer to the venue map at the end of the documents (Japanese versiononly).)

3. Meeting Agenda:
Matters to be reported: 1. The Business Report and Consolidated Financial Statements for theCompany’s 120th Fiscal Year (January 1, 2023 - December 31, 2023)
and results of audits by the Accounting Auditor and the Board ofAuditors of the Consolidated Financial Statements
2. Non-consolidated Financial Statements for the Company’s 120th Fiscal
Year (January 1, 2023 - December 31, 2023)-1-

Proposals to be resolved:
Proposal 1:
Proposal 2:
Proposal 3:
Proposal 4:
Proposal 5:
Proposal 6:

Partial Amendments to the Articles of Incorporation
Election of Nine (9) Directors (Excluding Directors Serving as Audit andSupervisory Committee Members)
Election of Three (3) Directors Serving as Audit and Supervisory Committee
Members
Determination of the Amount of Compensation for Directors (Excluding
Directors Serving as Audit and Supervisory Committee Members)
Determination of the Amount of Compensation for Directors Serving as
Audit and Supervisory Committee Members
Determination of Compensation for Granting Restricted Stock to Directors(Excluding Directors Serving as Audit and Supervisory Committee
Members and Outside Directors)

 If there is any revision to matters to be provided electronically, details of the revision will be postedon the websites of the Company and the TSE.

-2-

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

Partial Amendments to the Articles of Incorporation

1. Reason for the amendments(1) The Company has decided to make the transition to a company with an audit and supervisorycommittee for the purpose of enhancing deliberations at and further strengthening the supervisory
function of the Board of Directors, as well as speeding up decisions and business execution related to
management.
Accordingly, the Company proposes to establish new provisions regarding the Audit and Supervisory
Committee and Audit and Supervisory Committee Members, delete provisions regarding the Board ofAuditors and Auditors, and establish new provisions regarding delegation of authority to makedecisions regarding the execution of important business matters, as required for the transition to acompany with an audit and supervisory committee.
(2) The numbering of articles and other necessary changes will be made in accordance with the abovechanges.
2. Details of the amendments
The details of the amendments are as follows.
The proposed amendments to the Articles of Incorporation will take effect at the conclusion of the
Meeting.
(Amended parts are underlined.)
Current Articles of Incorporation

Proposed Amendments

CHAPTER I General Provisions

CHAPTER I General Provisions

Article 1 (Name of the Company)

Article 1 (Name of the Company)

The name of the Company shall be Kabushiki Kaisha
Seiko Denki Seisakusho. It shall be written in English
as SEIKO ELECTRIC CO., LTD.

The name of the Company shall be Kabushiki Kaisha
Seiko Denki Seisakusho. It shall be written in English
as SEIKO ELECTRIC CO., LTD.

Article 2 (Purpose of the Company)

Article 2 (Purpose of the Company)

The purpose of the Company shall be to engage in thefollowing businesses:
1. Manufacture and sale of electrical machineryand equipment
2. Manufacture and sale of electronic
machinery and equipment
3. Production and sale of software
4. Installation of electrical machinery andequipment
5. Electrical work
6. Any business related to the preceding items

The purpose of the Company shall be to engage in thefollowing businesses:
1. Manufacture and sale of electrical machineryand equipment
2. Manufacture and sale of electronic
machinery and equipment
3. Production and sale of software
4. Installation of electrical machinery andequipment
5. Electrical work
6. Any business related to the preceding items-3-

Current Articles of Incorporation

Proposed Amendments

Article 3 (Head Office)

Article 3 (Head Office)The head office of the Company shall be situated at
Fukuoka City, Japan.

The head office of the Company shall be situated at
Fukuoka City, Japan.

Article 4 (Organizational Bodies)

Article 4 (Organizational Bodies)

The Company shall have a General Meeting of
Shareholders, Directors, and the following organs.

The Company shall have the General Meeting of
Shareholders, Directors, and the following organs.

(1) Board of Directors(1) Board of Directors(2) Auditors(2) Audit and Supervisory Committee(3) Board of Auditors[Deleted](4) Accounting Auditor(3) Accounting Auditor

Article 5

Article 5[Omitted]
CHAPTER II Shares

Article 6[Omitted][Unchanged]
CHAPTER II Shares

Article 6

Article 7 (Acquisition of Treasury Shares)[Unchanged][Deleted]

In accordance with the provisions of Article 165,
Paragraph 2 of the Companies Act, the Company may
acquire treasury shares through market transactions orother means by resolution of its Board of Directors.
Articles 8 to 10 [Omitted]

Articles 7 to 9

Article 11 (Share Handling Regulations)

Article 10 (Share Handling Regulations)

The handling and fees pertaining to the shares of theCompany shall be governed by the Share Handling
Regulations established by the Board of Directors in
addition to laws, regulations and these Articles ofIncorporation.

The handling and fees pertaining to the shares of theCompany shall be governed by the Share Handling
Regulations established by the Board of Directors or
by Directors delegated by resolution of the Board of
Directors, in addition to laws, regulations and these
Articles of Incorporation.

Article 12 (The Shareholder Registry Administrator)

Article 11 (The Shareholder Registry Administrator)[Omitted][Unchanged][Unchanged]

2. The selection of the shareholder registryadministrator and the location of its office shall be
determined by resolution of the Board of Directors.

2. The selection of the shareholder registryadministrator and the location of its office shall be
determined by resolution of the Board of Directors
or by directors delegated by resolution of the Boardof Directors, and public notice shall be made of thisselection.

3.

3.

[Omitted]

CHAPTER III

General Meeting of Shareholders[Unchanged]

CHAPTER III

General Meeting of Shareholders

Articles 13 to 18 [Omitted]

Articles 12 to 17 [Unchanged]

CHAPTER IV

CHAPTER IV

Directors and Board of Directors

Article 19 (Number of Directors)

Directors and Board of Directors

Article 18 (Number of Directors)

The number of Directors of the Company shall not
exceed twelve (12).

The number of Directors (excluding Directors
serving as Audit and Supervisory Committee
Members) of the Company shall not exceed twelve(12).

[Newly established]

2. The number of Directors serving as Audit andSupervisory Committee Members of the Company
shall not exceed four (4).

-4-Current Articles of Incorporation
Article 20 (Method of Electing Directors)

Proposed Amendments
Article 19 (Method of Electing Directors)

Directors shall be elected by the General Meetingof Shareholders.

Directors shall be elected by the General Meetingof Shareholders, distinguishing between Directors
serving as Audit and Supervisory Committee
Members and other Directors.

2.

[Omitted]

2.

[Unchanged]

3.

[Omitted]

3.

[Unchanged]

Article 21 (Term of Office)

Article 20 (Term of Office)The term of office of Directors shall expire at theconclusion of the Annual General Meeting of
Shareholders held for the final fiscal year that ends
within one (1) year of such Directors’ election.

The term of office of Directors (excluding Directors
serving as Audit and Supervisory Committee
Members) shall expire at the conclusion of theAnnual General Meeting of Shareholders for the
final fiscal year that ends within one (1) year ofsuch Directors’ election.

[Newly established]

2. The term of office of Directors serving as Audit andSupervisory Committee Members shall expire at
the conclusion of the Annual General Meeting of
Shareholders for the final fiscal year that ends
within two (2) years of such Directors’ election.

2. The term of office of a Director who is elected toincrease the number of Directors or who is elected
to fill a vacancy caused by the resignation of a
Director prior to the expiration of the term of officeof such Director shall expire at the time the termsof office of the other Directors in office should
expire.

3. The term of office of a Director serving as an Audit
and Supervisory Committee Member who is
elected to fill a vacancy caused by the resignationof a Director serving as an Audit and Supervisory
Committee Member prior to the expiration of theterm of office of such Director serving as an Audit
and Supervisory Committee Member shall expire at
the time the term of office of their predecessor
expires.

[Newly established]

4. The election of substitutes for Directors serving as
Audit and Supervisory Committee Members
elected in accordance with Article 329, paragraph 3of the Companies Act shall be effective up to thebeginning of the Annual General Meeting of
Shareholders for the final fiscal year that ends
within two (2) years of such Directors’ election.

Article 22 (Representative Directors, Directors with
Special Titles, and Executive Officers)

Article 21 (Representative Directors, Directors with
Special Titles, and Executive Officers)

The Board of Directors shall, by its resolution,
appoint the Representative Directors.

The Board of Directors shall, by its resolution,
appoint the Representative Directors from among
the Directors (excluding Directors serving as Audit
and Supervisory Committee Members).

2.

[Omitted]

2.

[Unchanged]

3.

[Omitted]

3.

[Unchanged]

4.

[Omitted]

4.

[Unchanged]

Article 23 (Compensation for Directors)
Compensation, bonuses, and other financial benefits
received by Directors from the Company asconsideration for the execution of their duties(hereinafter referred to as the “Compensation”) shallbe decided by resolution of a General Meeting of
Shareholders.

Article 22 (Compensation for Directors)
Compensation, bonuses, and other financial benefits
receive by Directors from the Company asconsideration for the execution of their duties shall bedecided by resolution of a General Meeting of
Shareholders, distinguishing between Directors
serving as Audit and Supervisory Committee
Members and other Directors.

-5-Current Articles of Incorporation
Article 24 (Convocation and Chairperson)

Proposed Amendments
Article 23 (Convocation and Chairperson)[Omitted]
Article 25 (Convocation Notice)[Unchanged]
Article 24 (Convocation Notice)

The notice of convocation for Board of Directors
meetings shall be delivered to each Director and
Auditor at least five (5) days in advance. However,such period of advance notice may be shortened incase of an emergency.

The notice of convocation for Board of Directors
meetings shall be delivered to each Director at least
five (5) days in advance. However, such period ofadvance notice may be shortened in case of an
emergency.

2. Board of Directors meetings may be convened
without the Company’s convocation procedureswith the unanimous consent of Directors andAuditors.

2. Board of Directors meetings may be convened
without the Company’s convocation procedureswith the unanimous consent of Directors.

Article 26

Article 25[Omitted][Unchanged]

Article 27 (Executive Advisers and Corporate
Advisers)

Article 26 (Executive Advisers and Corporate
Advisers)

1. The Board of Directors may, by its resolution,
appoint several each of Executive Advisers andCorporate Advisers.

1. The Company may, by resolution of the Board of
Directors, appoint several each of Executive
Advisers and Corporate Advisers.

[Newly established]

Article 27 (Delegation of Decision-making on
Important Business Executions)
In accordance with the provisions of Article 399-13,
Paragraph 6 of the Companies Act, the Company
may, by resolution of the Board of Directors, delegate
to Directors all or part of the authority of decisionmaking on important business executions (excluding
matters listed in each item of Article 399-13,
Paragraph 5 of the Companies Act).

[Newly established]

Article 28 (Board of Directors Regulations)
In addition to those provided in the applicable law orordinance and these Articles of Incorporation, mattersregarding the Board of Directors shall be inaccordance with the Board of Directors Regulations
adopted by the Board of Directors.

Article 28 (Exemption from Directors’ Liabilities)

Article 29 (Exemption from Directors’ Liabilities)[Omitted][Unchanged]

2. In accordance with the provisions of Article 427,
Paragraph 1 of the Companies Act, the Company
may enter into an agreement with Outside Directors
which limits the liability for damages due to failure
to perform their duties. However, the maximum
amount to which such liability may be limited shallbe the amount as prescribed by the relevant laws
and regulations.

2. In accordance with the provisions of Article 427,
Paragraph 1 of the Companies Act, the Company
may enter into an agreement with a Director(excluding those serving as Executive Directors,etc.) which limits the liability for damages due tofailure to perform their duties. However, themaximum amount to which such liability may belimited shall be the amount as prescribed by therelevant laws and regulations.

CHAPTER V Auditors and Board of Auditors
Article 29 (Number of Auditors)
The number of Auditors of the Company shall not
exceed four (4).

CHAPTER V Audit and Supervisory Committee[Deleted]-6-

Current Articles of Incorporation

Proposed Amendments

Article 30 (Method of Election)[Deleted]

Auditors shall be elected at a General Meeting of
Shareholders.
2. A resolution for the election of Auditors shall be
adopted at a General Meeting of Shareholders by anaffirmative vote of a majority of the voting rights ofthe shareholders in attendance who hold voting
rights representing in the aggregate one-third (1/3)
or more of the total number of voting rights of allshareholders who are entitled to vote.
Article 31 (Term of Office of Auditors)[Deleted]

The term of office of Auditors shall expire at theconclusion of the Annual General Meeting Of
Shareholders held for the final fiscal year that ends
within four (4) years from such Auditors’ election.
2. The term of office of an Auditor who is elected tofill a vacancy caused by the resignation of an
Auditor prior to the expiration of such Auditor’s
term of office shall expire at the time the term ofoffice of their predecessor expires.
Article 32 (Full-time Auditors)

Article 30 (Full-time Audit and Supervisory
Committee Members)

The Board of Auditors shall, by its resolution, appointfull-time Auditors.

The Audit and Supervisory Committee may, by its
resolution, appoint full-time Audit and Supervisory
Committee Members.

Article 33 (Compensation for Auditors)[Deleted]

Compensation for Auditors shall be decided byresolution of a General Meeting of Shareholders.
Article 34 (Convocation and Chairperson)
Meetings of the Board of Auditors shall be convened
and chaired by the Auditor determined in advance by
the Board of Auditors. However, this shall notpreclude another Auditor from convening a meeting.
Article 35 (Convocation Notice)[Deleted]

Article 31 (Convocation Notice)

The notice of convocation for Board of Auditors
meetings shall be delivered to each Auditor at least
five (5) days in advance. However, such period ofadvance notice may be shortened in case of an
emergency.

The notice of convocation for Audit andSupervisory Committee meetings shall be delivered
to each Audit and Supervisory Committee Member
at least five (5) days in advance. However, such
period of advance notice may be shortened in caseof an emergency.

2. Board of Auditors meetings may be convened
without the Company’s convocation procedureswith the unanimous consent of the Auditors.

2. Audit and Supervisory Committee Members
meetings may be convened without the Company’s
convocation procedures with the unanimous
consent of the Audit and Supervisory Committee
Members.

-7-

Current Articles of Incorporation

Proposed Amendments

Article 36 (Exemption from Liability of Auditors)
In accordance with the provisions of Article 426,
paragraph 1 of the Companies Act, the Company
may, by resolution of the Board of Directors,
exempt Auditors (including former Auditors) fromtheir liability for damages due to failure to performtheir duties within the limits stipulated by laws andregulations.

[Deleted]

2. In accordance with the provisions of Article 427,
Paragraph 1 of the Companies Act, the Company
may enter into an agreement with Outside Auditors
to limit their liability for damages due to failure to
perform their duties. However, the maximum
amount of liability under such contract shall be theamount prescribed by laws and regulations.
[Newly established]

Article 32 (Audit and Supervisory Committee
Regulations)
Matters concerning the Audit and Supervisory
Committee shall be governed by laws and regulations,
the Articles of Incorporation, and the Audit andSupervisory Committee Regulations established by
the Audit and Supervisory Committee.

CHAPTER VI

Accounts

CHAPTER VI

Accounts

Articles 37 to 38 [Omitted]

Articles 33 to 34 [Unchanged]

Article 39 (Record Date for Distribution of Surplus
Dividends)

Article 35 (Record Date for Distribution of Surplus
Dividends)[Omitted][Unchanged][Newly established]

2. The record date for interim dividend distribution of
surplus shall be June 30 of each applicable year.

2. In addition to the preceding paragraph, theCompany may distribute dividends of surplus basedon other record dates determined from time to timeby the Company.

3. In addition to the preceding two paragraphs, theCompany may distribute dividends of surplus basedon other record dates determined from time to timeby the Company.

Article 40 (Interim Dividend)[Deleted]

The Company may, by resolution of the Board of
Directors, distribute interim dividends, the record date
for which shall be June 30 each applicable year.
Article 41[Omitted]

Article 36-8-[Unchanged]

Current Articles of Incorporation[Newly established]

Proposed Amendments[Supplementary Provisions]
1. In accordance with Article 426, Paragraph 1 of theCompanies Act, the Company may, by resolutionof the Board of Directors, exempt any person who
served as an Auditor (including former Auditors)
prior to the effect of the partial amendment of the
Articles of Incorporation with regard to thetransition to a company with an audit andsupervisory committee, which was resolved at the120th Annual General Meeting of Shareholders
from their liability for damages due to failure to
perform their duties within the limits stipulated bylaws and regulations.
2. In accordance with Article 427, Paragraph 1 of theCompanies Act, with regard to an agreement
limiting the liability of Outside Auditors (including
former Outside Auditors) prior to the effect of thepartial amendment of the Articles of Incorporation
with regard to the transition to a company with anaudit and supervisory committee, which was
resolved at the 120th Annual General Meeting of
Shareholders for damages due to failure to performtheir duties, the provisions then in force shallremain applicable.

-9-Proposal 2:

Election of Nine (9) Directors (Excluding Directors Serving as Audit and Supervisory
Committee Members)

If Proposal 1: Partial Amendments to the Articles of Incorporation is approved as originally proposed, theCompany will transition to a company with an audit and supervisory committee, and the terms of officeof all ten (10) current Directors will expire at the conclusion of the Meeting. Accordingly, the Company
proposes the election of nine (9) Directors (excluding Directors serving as Audit and Supervisory
Committee Members).
The candidates for Directors (excluding Directors serving as Audit and Supervisory Committee
Members) have been nominated at the Board of Directors meeting after deliberation at the Nomination& Compensation Advisory Committee.
This proposal shall become effective subject to the effect of the amendments to the Articles ofIncorporation in Proposal 1.
The candidates for Directors (excluding Directors serving as Audit and Supervisory Committee
Members) are as follows.
Attendance
Current positions and responsibilities at the at the Board
No.
Name
Company and significant concurrent positions of Directors
meetings
Chairman and Representative Director
Naonori100.0%
1
Male [Reappointment] Chairman of the Nomination &Tsuchiya
12/12
Compensation Advisory Committee
President and Representative Director
Member of the Nomination & Compensation
Hidetoshi
100.0%
Advisory Committee
2
Male [Reappointment]
Soeda
12/12
(Outside Director serving as Audit andSupervisory Committee Member ofKyudenko Corporation)
Director; Chief Operating Officer; General
Tsutomu
100.0%
Manager of Corporate Planning and
3
Male [Reappointment]
Development
Division;
Officerof
CSR
and
Tanaka12/12Internal Control and ComplianceDirector; Chief Operating Officer; Division
Katsutoshi
100.0%
4
Male [Reappointment] Chief of IT System Solutions Business Unit
Arie
10/10
(President of Seiko IT Solution Co., Ltd.)
Director; Chief Operating Officer; General
Mitsuru
100.0%
Manager of Sales Operation and
5
Male [Reappointment]
Management Division; General Manager of
Yamaguchi
10/10
Tokyo OfficeOutside Director[Reappointment] (Executive Vice President and Representative
100.0%
6 Hiroshi Wani Male
Director of Kyushu Electric Power[Outside]
10/10
Transmission and Distribution Co., Inc.)
Outside Director[Reappointment] Member of the Nomination & Compensation
Shigeyuki
100.0%
Advisory Committee
7
Male[Outside]
Takasaki
12/12[Independent](Corporate Advisor of Nishi - Nippon
Railroad Co., Ltd.)
Outside Director[Reappointment] Member of the Nomination & Compensation
100.0%
Advisory Committee
8
Kozo Ishida Male
[Outside]
12/12(Corporate Fellow of HORIBA, Ltd.)[Independent](External Director of ULVAC, Inc.)- 10 -

No.

Name

9

[Reappointment]
Reiko Aoki Female[Outside][Independent]

Attendance
Current positions and responsibilities at the at the Board
Company and significant concurrent positions of Directors
meetings
Outside Director
100.0%
Member of the Nomination & Compensation
Advisory Committee
12/12(CEO of DLC·GB Consulting Co., Ltd.)

Note: Attendance at the Board of Directors meetings of Messrs. Katsutoshi Arie, Mitsuru Yamaguchi, andHiroshi Wani is based solely on Board meetings held since their appointment on March 29, 2023.

- 11 -

No.

1

Name
(Date of birth)
GenderNaonori Tsuchiya(May 5, 1945)
Male

Career summary, positions, responsibilities,
and significant concurrent positions
April 1969
August 1981
December 1985
March 1987
November 1994
June 1995
June 1997
June 2005
March 2008
March 2013

Joined Hitachi, Ltd.
Joined the Company
Director; Deputy Factory Manager
Director; General Manager of Sales Division
Director; Factory Manager
Managing Director; Factory Manager
President and Representative Director
Chairman and Representative Director
Chief Corporate Adviser
Chairman and Representative Director (to present)

Number ofshares of theCompany held

268,829
shares[Reappointment][Reason for nomination as candidate for Director]
Mr. Naonori Tsuchiya has been involved in the core of the business of the Company for many years. He also has
a wide range of knowledge and insight acquired through interactions with people outside the Company in relatedindustries and the business circle.
In addition, since 2013, he has played an appropriate role as Representative Director, making decisions onimportant management matters, supervising business execution, etc.
In light of the above background and as a result of comprehensive consideration of his experience, knowledge,
and insight, the Company has nominated him again as a candidate for Director.

- 12 -

No.

Name(Date of birth)
Gender

Career summary, positions, responsibilities,
and significant concurrent positions
April 1978
January 2008

March 2010

March 2011

March 2012

March 20132

Hidetoshi Soeda(March 20, 1955)
Male

March 2015
March 2018

[Reappointment]
March 2019
June 2021
June 2022

Joined the Company
Executive Officer
President of Seiko Social Infrastructure System
Company
Senior Executive Officer of the Company
President of Seiko Social Infrastructure System
Company
Senior Executive Officer; General Manager ofTokyo Office of the Company
President of Seiko Social Infrastructure System
Company
Director; Senior Executive Officer; General
Manager of Tokyo Office of the Company
President of Seiko Social Infrastructure System
Company
Director; Senior Executive Officer; General
Manager of Sales Operation and Management
Division; General Manager of Tokyo Office of theCompany
Director; Chief Operating Officer; General
Manager of Sales Operation and Management
Division; General Manager of Tokyo Office
President and Representative Director; General
Manager of Sales Operation and Management
Division
President and Representative Director (to present)
Outside Audit and Supervisory Board Member ofKyudenko Corporation
Outside Director serving as Audit and Supervisory
Committee Member (to present)

Number ofshares of theCompany held

48,317
shares[Significant concurrent positions]
Outside Director serving as Audit and Supervisory Committee
Member of Kyudenko Corporation[Reason for nomination as candidate for Director]
Mr. Hidetoshi Soeda was appointed as Executive Officer in 2008, and has a wealth of experience cultivatedprimarily through execution of business in the fields of sales and overseas business, as well as a high level of
insight into social and economic trends, among other matters.
In addition, since 2018, he has played an appropriate role as Representative Director, making decisions onimportant management matters, supervising business execution, etc.
In light of the above background and as a result of comprehensive consideration of his experience, knowledge,
and insight, the Company has nominated him again as a candidate for Director.

- 13 -

No.

Name(Date of birth)
Gender

Career summary, positions, responsibilities,
and significant concurrent positions
April 1985
March 2010

May 2010
March 20123

Tsutomu Tanaka(October 25, 1961)
Male[Reappointment]

4

March 2019

Joined the Company
Executive Officer; Deputy General Manager ofCorporate Planning and Development Division;
Department Manager of Financial Management
Department
Executive Officer; General Manager of Corporate
Planning and Development Division
Director; Senior Executive Officer; General
Manager of Corporate Planning and Development
Division
Director; Chief Operating Officer; General
Manager of Corporate Planning and Development
Division (to present)

Number ofshares of theCompany held

37,269shares[Currently serving as:]Officer of CSR and Internal Control and Compliance[Reason for nomination as candidate for Director]
Mr. Tsutomu Tanaka was appointed as Executive Officer in 2010, and has a wealth of experience cultivatedprimarily through execution of business in the fields of accounting, finance, CSR, internal control, andcompliance, as well as a prominent level of insight into social and economic trends, among other matters.
In addition, he has been involved in the management of the Company since assuming the office of Director
in 2012.
In light of the above background and as a result of comprehensive consideration of his experience, knowledge,
and insight, the Company has nominated him again as a candidate for Director.
April 1985
Joined the Company
March 2005
Director; Department Manager of Solutions
Services Department of Seiko IT Solution Co., Ltd.
January 2006
Executive Officer; Division Manager of IT
Solution Division of the Company
January 2006
President of Seiko IT Solution Co., Ltd. (topresent)
March 2010
Director; Senior Executive Officer; Division
38,549Manager of IT Solution Division of the Company
sharesApril 2013
Director; Senior Executive Officer; Division Chiefof IT System Solutions Business Unit
Katsutoshi Arie
March 2019
Chief Operating Officer; Division Chief of IT(March 20, 1963)
System Solutions Business Unit
Male
March 2023
Director; Chief Operating Officer; Division Chiefof IT System Solutions Business Unit (to present)[Reappointment][Significant concurrent position]
President of Seiko IT Solution Co., Ltd.
[Reason for nomination as candidate for Director]
Mr. Katsutoshi Arie was appointed as Executive Officer in 2006, and has a wealth of experience cultivatedprimarily through execution of business in the field of information technology, as well as a prominent level of
insight into social and economic trends, among other matters.
In addition, he has been involved in the management of the Company since assuming the office of Director
in 2023. In light of the above background and as a result of comprehensive consideration of his experience,
knowledge, and insight, the Company has nominated him again as a candidate for Director.

- 14 -

No.

Name(Date of birth)
Gender

Career summary, positions, responsibilities,
and significant concurrent positions
April 1985
October 2002

5

Number ofshares of theCompany held

Joined the Company
Department Manager of Solutions Business
Department, Information System Division
March 2005
Director (to present); Department Manager of
Solutions Business Department of Seiko IT
Solution Co., Ltd.
January 2010
Director; Supervisor of Tokyo Area; Supervisor of
Sales Business Unit
February 2016
Director; Supervisor of Services Business Unit
June 2017
President and Representative Director of Seiko IT
Solution Philippines Inc.
March 2019
Executive Officer of the Company
President and Representative Director of Seiko IT
18,499
Solution Philippines Inc.
March 2020
Executive Officer; Department Manager of HumansharesResources Development Department of the
Mitsuru Yamaguchi
Company
President and Representative Director of Seiko IT(December 20, 1962)
Solution Philippines Inc.
Male
February 2021
Director of Seiko IT Solution Philippines Inc. (topresent)[Reappointment]
March 2021
Executive Officer; Deputy Division Chief of IT
System Solutions Business Unit; Department
Manager of Human Resources Development
Department of the Company
March 2023
Director; Chief Operating Officer; General
Manager of Sales Operation and Management
Division; General Manager of Tokyo Office (topresent)[Reason for nomination as candidate for Director]
Mr. Mitsuru Yamaguchi was appointed as Executive Officer in 2019, and has a wealth of experience cultivatedprimarily through development of overseas business in the field of information technology and execution ofbusiness in the field of human resource development, as well as a prominent level of insight into social andeconomic trends, among other matters.
In addition, he has been involved in the management of the Company since assuming the office of Director
in 2023. In light of the above background and as a result of comprehensive consideration of his experience,
knowledge, and insight, the Company has nominated him again as a candidate for Director.

- 15 -

No.

Name(Date of birth)
Gender

Career summary, positions, responsibilities,
and significant concurrent positions
April 1986
July 2003
July 2006
July 2007
July 2008
July 2011
July 2013

Hiroshi Wani
(May 10, 1960)
Male
6[Reappointment][Outside][Years served as
Outside Director]
1 yearJuly 2015
April 2017

April 2020
June 2022

March 2023

Joined Kyushu Electric Power Co., Inc.
Assigned to Corporate Planning Office; Seconded
to the Federation of Electric Power Companies ofJapan
Head of Power Market System Group, Power
System Operation Department of Kyushu ElectricPower Co., Inc.
Head of Wide Area Management Group, Power
System Operation Department
Head of Power Supply Planning Group, Power
System Operation Department
Deputy General Manager of Transmission and
System Operation Division; Head of Power Supply
Planning Group
Deputy General Manager of Transmission and
System Operation Division; Head of Plan
Management Group
General Manager of Miyazaki Power Center
General Manager of Transmission and System
Operation Division (System Operation); Head ofOperation Group (January 2018 to June 2018),
Transmission and Distribution Company
Executive Officer; General Manager of Oita
Branch Office
Executive Vice President and Representative
Director; General Manager of Power System
Technology Division of Kyushu Electric Power
Transmission and Distribution Co., Inc. (topresent)
Outside Director of the Company (to present)

Number ofshares of theCompany held

0 shares[Significant concurrent positions]Executive Vice President and Representative Director of Kyushu
Electric Power Transmission and Distribution Co., Inc.
[Reason for nomination as candidate for Outside Director and summary of expected roles]
Mr. Hiroshi Wani has a prominent level of expertise based on his wealth of practical experience cultivatedprimarily through execution of business in the power transmission and other divisions at Kyushu Electric Power
Co., Inc. and Kyushu Electric Power Transmission and Distribution Co., Inc. In addition, he possesses an excellent
character and exceptional insight. The Company expects him to contribute to strengthening the supervisory
function of business execution and provide advice and recommendations from a broad management perspective.
The Company has thus nominated him again as a candidate for Outside Director.

- 16 -

No.

Name(Date of birth)
Gender

Career summary, positions, responsibilities,
and significant concurrent positions
April 1980
July 2005
July 2006
June 2008
June 2011
June 2014

Shigeyuki Takasaki(January 7, 1955)
Male
7[Reappointment][Outside][Independent][Years served as
Outside Director]
3 years

June 2015
June 2017
April 2019
April 2020
April 2020
June 2020
March 2021

Joined Nishi-Nippon Railroad Co., Ltd.
General Manager of Planning Department
General Manager of Corporate Planning
Department, Corporate Planning Division
Director of the Board and Executive Officer;
General Manager of Corporate Planning Division
Director of the Board and Managing Executive
Officer; Director of Urban Development Business
Division
Director of the Board and Senior Managing
Executive Officer; Director of Housing Business
Division
Director of the Board and Senior Managing
Executive Officer; Director of Hotel Business
Division
CEO and Senior Managing Executive Officer;
Director of Town Development Promotion
Division
CEO and Senior Managing Executive Officer;
Director of Urban Development Business Division
Director of the Board
President of School Foundation Nishitetsu Gakuen
Corporate Advisor of Nishi-Nippon Railroad Co.,
Ltd. (to present)
Outside Director of the Company (to present)

Number ofshares of theCompany held

0 shares[Significant concurrent position]
Corporate Advisor of Nishi-Nippon Railroad Co., Ltd.
[Reason for nomination as candidate for Outside Director and summary of expected roles]
Mr. Shigeyuki Takasaki has been involved in the management of Nishi-Nippon Railroad Co., Ltd. for many years,
and has a wealth of experience and a wide range of knowledge and insight regarding corporate planning andbusiness strategy. In addition, the Company expects him to play an appropriate role in matters, such as supervising
the management team through his involvement in their nomination and compensation as a member of theNomination & Compensation Advisory Committee, a voluntary committee. The Company has thus nominatedhim again as a candidate for Outside Director.

- 17 -

No.

Name(Date of birth)
Gender

Career summary, positions, responsibilities,
and significant concurrent positions
March 1970
June 1982
March 1985
June 1988
June 1991
June 1996
July 2001

Kozo Ishida(November 4, 1944)
Male
8[Reappointment][Outside][Independent][Years served as
Outside Director]
7 years

June 2002
June 2005
March 2014
March 2016
September 2016
November 2016
March 2017
April 2018
April 2021

Joined HORIBA, Ltd.
General Manager of Product Department I,
Development and Sales Division
Director and President of HORIBA Europe GmbH
(Germany)
Director of HORIBA, Ltd.
Managing Director
Senior Managing Director
Director and President (CEO) of HORIBA SAS(currently HORIBA ABX SAS) (France)
Executive Vice President of HORIBA, Ltd.
Executive Vice President and Representative
Director
Executive Vice Chairman
Senior Advisor
External Director of ULVAC, Inc. (to present)
Corporate Adviser of the Company
Outside Director (to present)
Fellow of HORIBA, Ltd.
Corporate Fellow (to present)

Number ofshares of theCompany held

600
shares[Significant concurrent positions]
Corporate Fellow of HORIBA, Ltd.
External Director of ULVAC, Inc.

[Reason for nomination as candidate for Outside Director and summary of expected roles]
Mr. Kozo Ishida has overseas business experience and technical knowledge cultivated through businessexperience at HORIBA, Ltd. In addition, the Company expects him to play an appropriate role in matters, suchas supervising the management team through his involvement in their nomination and compensation as a memberof the Nomination & Compensation Advisory Committee, which is a voluntary committee. The Company has
thus nominated him again as a candidate for Outside Director.

- 18 -

No.

Name(Date of birth)
Gender

Career summary, positions, responsibilities,
and significant concurrent positions
April 1984
April 1990
January 1999
April 2004
April 2004

Reiko Aoki
(March 20, 1959)
Female9[Reappointment][Outside][Independent][Years served as
Outside Director]
3 years

April 2007
July 2008
May 2016
March 2021

Joined Fukuoka Prefectural Government
Advisor for Exchange with China of Fukuoka
Prefecture
President of Beijing Great Wall Circle Vision
Theater (Japan-China joint venture)
CEO of DLC Japan China Business Consulting
Co., Ltd. (currently DLC·GB Consulting Co., Ltd.)(to present)
Adjunct Lecturer of Faculty of Economics,
Fukuoka University
Lecturer of Waseda University China School
Head of Fukuoka International Student Support
CenterRepresentative Director and Chairman of Jindesign
Co., Ltd. (to present)
Outside Director of the Company (to present)

Number ofshares of theCompany held

0 shares[Significant concurrent position]
CEO of DLC·GB Consulting Co., Ltd.

[Reason for nomination as candidate for Outside Director and summary of expected roles]
Ms. Reiko Aoki has experience and knowledge cultivated by working as a consultant at a consulting firm
operating primarily in China for many years. In addition, the Company expects her to play an appropriate role inmatters, such as providing advice and recommendations from the perspective of diversity and supervising themanagement team through her involvement in their nomination and compensation as a member of the Nomination& Compensation Advisory Committee, which is a voluntary committee. The Company has thus nominated her
again as a candidate for Outside Director.
Notes:
1. Mr. Hiroshi Wani is Executive Vice President and Representative Director of Kyushu Electric Power
Transmission and Distribution Co., Inc., with which the Company makes business transactions of selling
products (related to power equipment). In addition, in the past ten years, he executed business at Kyushu
Electric Power Co., Inc., which is a specified associated service provider (major business partner) of theCompany. His positions and responsibilities were as described on page 16.
2. There are no special interests between any of the other candidates for Directors and the Company.
3. Messrs. Hiroshi Wani, Shigeyuki Takasaki, and Kozo Ishida and Ms. Reiko Aoki are candidates for Outside
Directors.
4. The Company has concluded agreements with Outside Officers to limit their liability for damages under
Article 423, Paragraph 1 of the Companies Act. The maximum amount of their liability for damages under
the agreements is the minimum amount stipulated in Article 425, Paragraph 1 of the Companies Act. If this
proposal is approved as originally proposed, the Company plans to continue the same agreements with
Messrs. Hiroshi Wani, Shigeyuki Takasaki, and Kozo Ishida and Ms. Reiko Aoki.
5. In order to ensure the independence of Outside Officers, in addition to the standards stipulated by the Tokyo
Stock Exchange and the Fukuoka Stock Exchange, the Company has established its own criteria for
determining independence of Outside Officers (as described on page 27). Messrs. Shigeyuki Takasaki andKozo Ishida and Ms. Reiko Aoki meet these criteria, and the Company has registered them with each of thestock exchanges as independent officers.
6. The Company has concluded a directors and officers liability insurance agreement provided for in Article
430-3, Paragraph 1 of the Companies Act with an insurance company. In the event of a claim for damages
submitted by a shareholder or a third party, etc., the said insurance agreement shall compensate for damages
including compensation for damages and legal expenses to be borne by the insureds. If this proposal isapproved, and the candidates assume the office of Director, they will become the insureds under the said
insurance agreement. The Company plans to renew the said insurance agreement during their terms of office.

- 19 -

Proposal 3:

Election of Three (3) Directors Serving as Audit and Supervisory Committee Members

If Proposal 1: Partial Amendments to the Articles of Incorporation is approved as originally proposed, theCompany will transition to a company with an audit and supervisory committee. Accordingly, theCompany proposes the election of three (3) Directors serving as Audit and Supervisory Committee
Members.
The candidates for Directors serving as Audit and Supervisory Committee Members have been
nominated at the Board of Directors meeting after deliberation at the Nomination & Compensation
Advisory Committee and after consent was obtained from the Board of Auditors.
This proposal shall become effective subject to the effect of the amendments to the Articles ofIncorporation in Proposal 1.
The candidates for Directors serving as Audit and Supervisory Committee Members are as follows.
Attendance Attendanceat the Board at the BoardNo.
NameCurrent position in the Company
of Directors of Auditors
meetings
meetings
100.0%
100.0%
1
Hiroshi Niiro[New appointment] Auditor
12/12
13/13
[New appointment]
100.0%
100.0%
Outside Auditor
2
Katsunori Takada[Outside]
10/10
10/10
[Independent][New appointment]
91.7%
100.0%
Outside Auditor
3
Makoto Kondo[Outside]
11/12
13/13
[Independent]
Note: Attendance at the Board of Directors meetings and Board of Auditors meetings of Mr. Katsunori
Takada is based solely on Board of Directors meetings and Board of Auditors meetings held since
his appointment on March 29, 2023.

- 20 -

No.

Name(Date of birth)
Gender

Career summary, positions, responsibilities,
and significant concurrent positions
April 1980
April 1999
April 2003
April 2004
June 2004
May 2005
January 2008

March 2008

1

Hiroshi Niiro(December 13, 1956)
Male

March 2010
May 2010[New appointment]
February 2013
April 2013

March 2019
March 2020

Joined the Company
Department Manager of Accounting Department
Department Manager in charge of Financial
Management and Public Relations
Department Manager of Corporate Planning
Department
Senior Department Manager of Corporate Planning
Department
Executive Officer of the Company; President andRepresentative Director of Seiko Shokai Co, Ltd.
Senior Executive Officer; General Manager ofCorporate Planning and Development Division of
the Company
Director; Senior Executive Officer; General
Manager of Corporate Planning and Development
Division
Director; Chief Operating Officer; General Manager
of Corporate Planning and Development Division
Director; Chief Operating Officer of the Company;
General Manager of Dalian Seiko Electric Control
Co., Ltd.
President of Seiko Service & Engineering Co., Ltd.
Director; Senior Executive Officer; Division Chiefof Services and Engineering Business Unit of theCompany
Chief Operating Officer; Division Chief of Services
and Engineering Business Unit
Auditor (to present)

Number ofshares of theCompany held

31,846
shares[Reason for nomination as candidate for Director serving as an Audit and Supervisory Committee Member]
Mr. Hiroshi Niiro has served as head of the Accounting Department, etc. since joining the Company, and he has
sufficient knowledge on and insight into finance and accounting. He is also highly knowledgeable about corporate
management in general, having served as Executive Officer and Director of the Company, and he is expected tocontribute to appropriate governance through auditing and other activities. The Company has thus nominated him
as a new candidate for Director serving as an Audit and Supervisory Committee Member.

- 21 -

No.

Name(Date of birth)
Gender

Career summary, positions, responsibilities,
and significant concurrent positions
April 1980
July 1998
July 2000
July 2003
April 2005
April 2007

Katsunori Takada(April 6, 1957)
Male

2[New appointment][Outside][Independent][Years served as
Outside Auditor]
1 yearMarch 2009
April 2011
April 2012
April 2013
April 2015
April 2017
April 2020

March 2023

Joined Kyushu Denki Koji Corporation (currently
Kyudenko Corporation)
Manager of Administration Section, General Affairs
Department, Tokyo Branch Office
Manager of Accounting Section, Accounting
Department
General Manager of Accounting Department
General Manager of General Affairs Department,
Fukuoka Branch Office
Deputy General Manager of Fukuoka Branch Office;General Manager of General Affairs Department,
Fukuoka Branch Office
Head of Business Audit Office, Office of President
Head of Office of President
Director; Head of Office of President
Director; General Manager of Accounting
Department
Executive Officer; General Manager of Accounting
Department
Senior Executive Officer; General Manager ofFinance Department
Assigned to Personnel Affairs Department;
seconded to Kyushudenko Home, Co., Ltd.
(currently Kyu-Denko Home, Inc.); Representative
Director and President
Outside Auditor of the Company (to present)

Number ofshares of theCompany held

0 shares[Reason for nomination as candidate for Outside Director serving as an Audit and Supervisory Committee Member
and summary of expected roles]
Mr. Katsunori Takada has served as general manager of accounting department, etc. of Kyudenko Corporation,and has sufficient knowledge on and insight into finance and accounting. The Company hopes that he willleverage his wealth of experience and wide range of knowledge and insight cultivated through serving as
executive officer at Kyudenko Corporation and representative director and president at Kyu-Denko Home, Inc.
in management of the Company in general. The Company also hopes that he will contribute to improving theobjectiveness of the management monitoring function and strengthening the supervisory function. The Company
has thus nominated him as a new candidate for Outside Director serving as an Audit and Supervisory Committee
Member.

- 22 -

No.

Name(Date of birth)
Gender

Career summary, positions, responsibilities,
and significant concurrent positions

Number ofshares of theCompany held

Registered as an attorney
Joined Yamashita & Oshima Law Offices (Tokyo)
April 1991
Joined Kigami Law Office (Fukuoka)
April 1993
Established Fukuoka International Law Offices(to present)
October 1996
Part-time Lecturer, Kyushu Institute of Design
April 1999
Part-time Lecturer, Kyushu University Graduate
SchoolApril 2005
Part-time Lecturer, Seinan Gakuin University Law
SchoolApril 2007
Outside Auditor, Mitsui High-tec, Inc.
March 2008
Outside Auditor of the Company (resigned in March
2014)
April 2012
Part-time Lecturer, Faculty of Law, Kyushu
University
March 2018
Outside Auditor of the Company (to present)
June 2019
Outside Auditor, SHIN-IDEMITSU Co., Ltd. (topresent)[Significant concurrent position]
Attorney, Fukuoka International Law Offices

0 shares

April 1981

Makoto Kondo(May 13, 1952)
Male
3[New appointment][Outside][Independent][Years served as
Outside Auditor]
6 years[Reason for nomination as candidate for Outside Director serving as an Audit and Supervisory Committee
Member and summary of expected roles]
In addition to leveraging his wealth of experience and expert knowledge cultivated over many years as an attorneyin management of the Company in general, the Company expects that Mr. Makoto Kondo will play a role in
improving the objectivity of the management check functions and the strengthening of supervisory functions, andhas thus nominated him as a new candidate for Outside Director serving as an Audit and Supervisory Committee
Member.
Notes:
1. There are no special interests between each of the candidates and the Company.
2. Messrs. Katsunori Takada and Makoto Kondo are candidates for Outside Directors serving as Audit andSupervisory Committee Members.
3. The Company has concluded agreements with Outside Officers to limit their liability for damages under
Article 423, Paragraph 1 of the Companies Act. The maximum amount of their liability for damages
under the agreements is the minimum amount stipulated in Article 425, Paragraph 1 of the Companies
Act. If this proposal is approved as originally proposed, the Company plans to conclude the same
agreement with Messrs. Katsunori Takada and Makoto Kondo.
4. In order to ensure the independence of Outside Officers, in addition to the standards stipulated by the
Tokyo Stock Exchange and the Fukuoka Stock Exchange, the Company has established its own criteria
for determining independence of Outside Officers (as described on page 27). Messrs. Katsunori Takada
and Makoto Kondo meet these criteria, and the Company plans to register them with each of the stock
exchanges as an independent officer.
5. The Company has concluded a directors and officers liability insurance agreement provided for in
Article 430-3, Paragraph 1 of the Companies Act with an insurance company. In the event of a claim
for damages submitted by a shareholder or a third party, etc., the said insurance agreement shallcompensate for damages including compensation for damages and legal expenses to be borne by the
insureds. If this proposal is approved, and each of the candidates assumes the office of Director serving
as an Audit and Supervisory Committee Member, they will become the insureds under the said
insurance agreement. The Company plans to renew the said insurance agreement during their terms ofoffice.

- 23 -

(Reference)
1. Skill matrix of Directors under the new management structure
The Board of Directors of the Company has identified important skills for company management asfollows and expects Directors to fully demonstrate their abilities.
First, skills of “corporate management,” “finance/accounting,” “legal/risk management,”“technology/manufacture/R&D,” “sales/marketing,” and “personnel affairs/HR development” are thebasis for each and every judgment in company management.
Furthermore, in order to steadily solve social issues through the use of digital technologies andpromote sustainability management according to the Mid-term Management Plan (SEIKO IC2026),
skills of “global” and “innovation” are also required.
If each proposal is approved at the Meeting, the skill matrix of Directors under the new management
structure will be as shown on the next page.
■ Evaluation of effectiveness of the Board of Directors
The Company evaluates the effectiveness of the Board of Directors through questionnaire
surveys with all Directors and Auditors, including Outside Directors and Outside Auditors,
and reports the aggregated and analyzed results to the Board of Directors.
In evaluating the effectiveness, the Company uses the skill matrix presented on the next
page.
In fiscal 2023, the evaluation was performed in November and December and reported
to the Board of Directors in December. The Board of Directors has concluded that it isappropriately performing its functions in general, such as collecting information, discussing
from a multi-faceted perspective, making decisions on important matters, and monitoringbusiness execution, and that the effectiveness of the Board of Directors is being ensured.
The Company will continue to make further improvements and work to increase theeffectiveness of the Board of Directors.

- 24 -

Areas of expertise particularly expected of the Directors
Name

GenderNaonori
Tsuchiya

Male

Hidetoshi
Soeda

Male

Tsutomu
TanakaMale

Katsutoshi
Arie

Male

Mitsuru
Yamaguchi

Male

Positions and responsibilities
at the Company(Planned)

Chairman and Representative
Director
Chairman of the Nomination &Compensation Advisory Committee
President and Representative
Director
Member of the Nomination &Compensation Advisory Committee
Director; Chief Operating Officer;
General Manager of Corporate
Planning and Development
Division; Officer of CSR andInternal Control and ComplianceDirector; Chief Operating Officer;
General Manager of Business
Operation Overall Division andDivision Chief of IT System
Solutions Business Unit
Director; Chief Operating Officer;
General Manager of Sales
Operation and Management
Division; In charge of Southeast
Asia development; General
Manager of Tokyo Office

Hiroshi Wani Male Outside Director

Finance
Corporate
management /Accounting

Technology/
Personnel
Legal
Sales
/Risk
Manufacture
affairs/HR/Marketing
management/R&D
development

GlobalInnovation

●

●

●

●

●

●

●

●

●

●

●

●

●

●

●

●

●

●

●

●

●

●

●

●

●

●

●

●

●

Shigeyuki
Takasaki

Independent Outside Director
Male Member of the Nomination &Compensation Advisory Committee

●

●

●

●

●

Kozo Ishida

Independent Outside Director
Male Member of the Nomination &Compensation Advisory Committee

●

●

●

●

●

Independent Outside Director
Reiko Aoki Female Member of the Nomination &Compensation Advisory Committee●

Director
Hiroshi Niiro Male Audit and Supervisory Committee
Member (Full-time)

●

●

●

Katsunori
TakadaIndependent Outside Director
Male Audit and Supervisory Committee
Member (Full-time)

●

●

●

MakotoKondo

Independent Outside Director
Male Audit and Supervisory Committee
Member●●(Note) This matrix does not present all skills possessed by Directors.

- 25 -●●●●

2. Policies and procedures for nominating candidates for Directors
In order to ensure the objectivity and transparency of the functions of the Board of Directors and tofurther strengthen the corporate governance system, the Company has established a Nomination &Compensation Advisory Committee, which consists of five members, including three independent
Outside Directors.
In nominating candidates for Directors, taking into consideration the following selection criteria andthe concepts regarding the composition of the Board of Directors and the Audit and Supervisory
Committee, the Board of Directors meeting makes decisions, after deliberation at the Nomination &Compensation Advisory Committee and obtaining consent from the Audit and Supervisory
Committee(*) with regard to candidates for Directors serving as Audit and Supervisory Committee
Members.
* Prior to the transition to a company with an audit and supervisory committee, decisions are madein the Board of Directors after obtaining consent from the Board of Auditors.
<Criteria for selecting candidates for Directors >1) Candidates for Directors (excluding Directors serving as Audit and Supervisory Committee
Members)
Candidates for Internal Directors shall have a wealth of experience as corporate managers, aprominent level of insight into social and economic trends, among other matters, and diverse
perspectives.

Candidates for Outside Directors shall be able to provide advice on management of the company
in general based on a broad range of knowledge and insight, and a wide variety of experience.
2) Candidates for Directors serving as Audit and Supervisory Committee Members

Candidates for Internal Directors shall be highly knowledgeable about the company’s businessand operations in general, and be able to monitor and supervise the management of the company
in general and provide effective advice.
Candidates for Outside Directors shall have a wealth of experience and broad insights in areas
such as the law, finance and accounting, and corporate management, and be able to monitor andsupervise the management of the company in general and provide effective advice.
<Concepts regarding the composition of the Board of Directors>In order to ensure the balance and diversity of knowledge, experience, and abilities of the Board of
Directors as a whole, the Board of Directors shall be composed of Outside Directors and Internal
Directors. As for the size of the Board of Directors, the number of its members shall be such that its
functions can be performed most effectively and efficiently (12 or fewer Directors not serving as
Audit and Supervisory Committee Members and four or fewer Directors serving as Audit andSupervisory Members).
Independent Outside Directors making up at least one-third of the Board of Directors shall be
appointed, including persons who have management experience at other companies.
<Concepts regarding the composition of the Audit and Supervisory Committee>

The Audit and Supervisory Committee shall consist of members with appropriate experience andabilities as well as the necessary knowledge of finance, accounting, and legal affairs. In particular, atleast one person shall have sufficient knowledge on and insight into finance and accounting.

- 26 -

3. Criteria for determining independence of Outside Officers
The Company determines that an Outside Officer is independent unless he/she falls under any of thefollowing items.
The Outside Officer himself/herself, or his/her spouse or relative within the second degree of kinship is:(1) A person who currently executes business of the Company or its group company or a person who
executed business of the Company or its group company during a period of ten years prior to his/her
appointment(2) A person who executes business of a corporation, etc. which is a business partner of the Company
and which made a payment to the Company in any of the three most recently ended fiscal years of
the Company of an amount exceeding 3% of the consolidated net sales of the Company for the
relevant fiscal year or a person who executes business of a financial institution which is essential for
the Company’s fund raising and on which the Company is dependent to the extent that it has noalternative(3) A person who executes business of a corporation, etc. of which the Company is a business partner
and which received a payment from the Company in any of the three most recently ended fiscal
years of the Company of an amount exceeding 5% of the consolidated net sales of the corporation
for its respective most recently ended fiscal year
(4) A person who received compensation exceeding ¥10 million directly from the Company as a legal,
accounting, or tax expert or consultant (excluding compensation received for serving as an officerof the Company) in any of the three most recently ended fiscal years of the Company (If the person
who received the compensation is an organization, a person who belongs to the organization)(5) A person who belongs to an organization, etc. which received donations or subsidies of an amountexceeding ¥10 million per year from the Company in any of the three most recently ended fiscal
years of the Company(6) A person who executes business of a corporation, etc. which is a shareholder of the Company whopractically holds shares representing 10% or more of the Company’s voting rights or a person who
executed business of a corporation, etc. which is a shareholder of the Company who practically holds
shares representing10% or more of the Company’s voting rights during a period of ten years prior
to his/her appointment- 27 -

Proposal 4:

Determination of the Amount of Compensation for Directors (Excluding Directors
Serving as Audit and Supervisory Committee Members)

If Proposal 1: Partial Amendments to the Articles of Incorporation is approved as originally proposed,
the Company will transition to a company with an audit and supervisory committee.
The amount of compensation for Directors of the Company has been set to be no more than 200 million
yen per year (however, this shall not include the portion of employee’s salary for Directors who
concurrently serve as employees) since it was approved at the 103rd Annual General Meeting of
Shareholders held on March 29, 2007. In addition, the amount of compensation for Outside Directors
within the aforementioned amount of compensation for Directors has been set to be no more than 30
million yen per year since it was approved at the 115th Annual General Meeting of Shareholders held on
March 27, 2019. With the transition to a company with an audit and supervisory committee, the Company
would like to establish the amount of compensation for Directors (excluding Directors serving as Audit
and Supervisory Committee Members) anew and to set it at no more than 300 million yen per year (ofwhich the amount for Outside Directors shall be no more than 60 million yen).
The amount of compensation for Directors shall not include the portion of employee’s salary for
Directors who concurrently serve as employees.
This proposal has been decided by the Board of Directors after deliberation by the Nomination &Compensation Advisory Committee, taking into comprehensive consideration factors such as recent
economic circumstances, the size of the Company’s business, the level of payment of officers’
compensation and future trends, while also factoring in matters such as preparations for future securingof human resources. The Company has determined that this proposal is reasonable.
The policy for decisions on compensation for individual Directors is as described on Page 42 of theJapanese version of this Notice of Convocation, and the contents of such decisions will be substantively
the same as that policy even after the transition to a company with an audit and supervisory committee.
Currently, there are ten (10) Directors (including four (4) Outside Directors), but if Proposals 1 and 2
are approved as originally proposed, there will be nine (9) Directors (excluding Directors serving as Audit
and Supervisory Committee Members) (including four (4) Outside Directors).
This proposal shall become effective subject to the effect of the amendments to the Articles ofIncorporation in Proposal 1.
Proposal 5:

Determination of the Amount of Compensation for Directors Serving as Audit andSupervisory Committee Members

If Proposal 1: Partial Amendments to the Articles of Incorporation is approved as originally proposed,
the Company will transition to a company with an audit and supervisory committee.
In this regard, the Company wishes to set the amount of compensation for Directors serving as Audit
and Supervisory Committee Members to be no more than 60 million yen per year.
This proposal has been decided by the Board of Directors after deliberation by the Nomination &Compensation Advisory Committee, taking into comprehensive consideration factors such as recent
economic circumstances, the size of the Company’s business, the level of payment of officers’
compensation and future trends, while also factoring in matters such as preparations for future securingof human resources. The Company has determined that this proposal is reasonable.
If Proposals 1 and 3 are approved as originally proposed, there will be three (3) Directors serving as
Audit and Supervisory Committee Members.
This proposal shall become effective subject to the effect of the amendments to the Articles ofIncorporation in Proposal 1.

- 28 -

Proposal 6:

Determination of Compensation for Granting Restricted Stock to Directors (Excluding
Directors Serving as Audit and Supervisory Committee Members and Outside Directors)

At the 115th Annual General Meeting of Shareholders held on March 27, 2019, the Company received
approval for compensation for granting restricted stock to Directors (excluding Outside Directors) to be
no more than 30 million yen per year.
If Proposal 1: Partial Amendments to the Articles of Incorporation is approved as originally proposed,
the Company will transition to a company with an audit and supervisory committee. With this transition,
in a separate category from the compensation for which approval is sought in Proposal 4: Determinationof the Amount of Compensation for Directors (Excluding Directors Serving as Audit and Supervisory
Committee Members), the Company wishes to set an amount of no more than 50 million yen per year as
restricted stock compensation for Directors (excluding Directors serving as Audit and Supervisory
Committee Members and Outside Directors; hereinafter “Eligible Directors”).
The specific timing of payment to each Eligible Director and the specific distribution shall be
determined by the Board of Directors.
If Proposals 1 and 2 are approved as originally proposed, there will be five (5) Eligible Directors.
This proposal has been decided by the Board of Directors after deliberation by the Nomination &Compensation Advisory Committee, taking into comprehensive consideration factors such as recent
economic circumstances, the size of the Company’s business, the level of payment of officers’
compensation and future trends, while also factoring in matters such as preparations for future securingof human resources. The Company has determined that this proposal is reasonable.
This proposal shall become effective subject to the effect of the amendments to the Articles ofIncorporation in Proposal 1.

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Outline of the Restricted Stock Compensation Scheme
Eligible Directors shall, in accordance with a resolution of the Board of Directors of the Company, pay all
monetary compensation claims received via this proposal as property contributed in kind, and receive
common shares of the Company disposed from treasury stock. The total number of common shares of theCompany disposed of as a result shall be no more than 80,000 shares (however, in the event of a stock split[including gratis allocation of the Company’s common shares] or reverse stock split of the Company’scommon shares or any other event that requires the adjustment of the total number of common shares of
the Company to be disposed of as restricted stock, that total number shall be adjusted within a reasonable
range).
The amount to be paid in per share shall be determined by the Board of Directors, within a range thatis not particularly advantageous to the Eligible Directors who will receive those common shares, on thebasis of the closing price of the Company’s common shares on the Tokyo Stock Exchange on the business
day prior to the resolution of the Board of Directors (if no transactions were made on that day, the closing
price on the trading day immediately preceding that day). In addition, for such disposal of the commonshares of the Company, a restricted stock allocation agreement (hereinafter the “Allocation Agreement”),
which includes the contents below, shall be concluded between the Company and the Eligible Directors.
The contents of the restricted stock to be granted to Eligible Directors are as follows.
(1) Transfer restriction period
An Eligible Director shall not transfer, establish a security right over, or otherwise dispose of(hereinafter the “Transfer Restrictions”) the Company’s common shares that he or she receives via the
Allocation Agreement (hereinafter the “Allocated Shares”) from the date of receiving the allocation via the
Allocation Agreement for the period of at least three years until a date to be determined in advance by theCompany’s Board of Directors or the period until the date on which the Eligible Director vacates the
position of Director of the Company or other position determined by the Company’s Board of Directors(hereinafter the “Transfer Restriction Period”).
(2) Treatment of vacation of position
If an Eligible Director vacates the position of Director of the Company or other position determined by
the Company’s Board of Directors prior to the expiration of the period determined by the Company’ Boardof Directors (hereinafter the “Service Provision Period”), the Company may automatically acquire the
Allocated Shares without consideration, except in the case of an expiration of the term of office, death, orother justifiable reason.
(3) Lifting of the Transfer Restrictions
Notwithstanding the provisions of (1) above, the Company shall lift the Transfer Restrictions on all
Allocated Shares when the Transfer Restriction Period expires, on the condition that the Eligible Director
was continuously in the position of Director of the Company or other position determined by theCompany’s Board of Directors throughout the Service Provision Period. However, the Company shallrationally adjust, as necessary, the number of Allocated Shares on which the Transfer Restrictions will be
lifted and the time when the Transfer Restrictions will be lifted in the event that the Eligible Director
vacates the position of Director of the Company or other position determined by the Company’s Board of
Directors before the expiration of the Service Provision Period due to the expiration of the term of office,death or any other justifiable reason set forth in (2) above.
In addition, the Company may automatically acquire without consideration the Allocated Shares on
which Transfer Restrictions have not been lifted, immediately after the Transfer Restrictions have been
lifted in accordance with the provisions above.
(4) Handling in the event of organizational restructuring or other transformation
Notwithstanding the provisions of (1) above, if, during the Transfer Restriction Period, a merger
agreement in which the Company is to be dissolved, a share exchange agreement or a share transfer planin which the Company is to become a wholly owned subsidiary, or other matter concerning organizational
restructuring or other transformation is approved at a General Meeting of Shareholders of the Company(or by the Company’s Board of Directors if the said organizational restructuring or other transformation
does not require approval at a General Meeting of Shareholders), the Company shall lift, prior to theeffective date of the said organizational restructuring or other transformation, the Transfer Restrictions on
the Allocated Shares, in a number determined rationally by a resolution of the Company’s Board of- 30 -

Directors based on the period from the commencement date of the Transfer Restriction Period to theapproval date of the said organizational restructuring or other transformation. In such an event as set forth
above, the Company may automatically acquire without consideration the Allocated Shares on which
Transfer Restrictions have not been lifted, immediately after the Transfer Restrictions have been lifted.
(5) Other matters
Other matters concerning the Allocation Agreement shall be determined by the Company’s Board of
Directors.
(Reference)
In addition to Eligible Directors, the Company plans to grant restricted stock with the same contents as
the above to Executive Officers who do not concurrently serve as Directors of the Company.

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