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1. The company proposes partially amending its articles of incorporation. 2. The amendments are being made in preparation for the introduction of a system for electronic provision of materials for shareholder meetings, which will be enforced in September 2022. 3. The amendments would allow the company to provide shareholder meeting reference documents electronically and to limit the paper copies sent to shareholders who request them.

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0% found this document useful (0 votes)
61 views

01 en

1. The company proposes partially amending its articles of incorporation. 2. The amendments are being made in preparation for the introduction of a system for electronic provision of materials for shareholder meetings, which will be enforced in September 2022. 3. The amendments would allow the company to provide shareholder meeting reference documents electronically and to limit the paper copies sent to shareholders who request them.

Uploaded by

Khairul Sc
Copyright
© © All Rights Reserved
We take content rights seriously. If you suspect this is your content, claim it here.
Available Formats
Download as PDF, TXT or read online on Scribd
You are on page 1/ 15

Note: This document has been translated from a part of 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 this translation.
Securities code: 7280
June 7, 2022
To shareholders with voting rights:

Katsuyoshi Kitada
Representative Director, President
MITSUBA Corporation
1-2681 Hirosawa-cho, Kiryu-shi,
Gunma
Japan

CONVOCATION NOTICE
FOR THE 77TH ANNUAL GENERAL MEETING OF SHAREHOLDERS

We would like to express our appreciation for your continued support and patronage.
We are pleased to notify you that the 77th Annual General Meeting of Shareholders of MITSUBA
Corporation (the “Company”) will be held as described below.
From the viewpoint of preventing the spread of the infection of COVID-19, we would appreciate your
cooperation in exercising your voting rights in advance by mailing the enclosed Voting Rights Exercise
Form or exercising your voting rights via the Internet.
When exercising 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 p.m. (JST) on
Wednesday, June 22, 2022.

1. Date and Time: Thursday, June 23, 2022 at 10 a.m. (JST)

2. Place: 7F Hall, Mitsuba Building, MITSUBA Corporation


1-2789-1 Hirosawa-cho, Kiryu City, Gunma Prefecture

3. Meeting Agenda:
Matters to be reported: 1. The Business Report, Consolidated Financial Statements and
Non-consolidated Financial Statements for the Company’s 77th Fiscal Year
(April 1, 2021 - March 31, 2022)
2. Results of audits by the Accounting Auditor and the Audit and Supervisory
Committee of the Consolidated Financial Statements for the Company’s 77th
Fiscal Year (April 1, 2021 - March 31, 2022)
Matters to be resolved:
Proposal No. 1: Partial Amendment of the Articles of Incorporation
Proposal No 2: Election of Five Directors (Excluding Directors Serving as Audit and
Supervisory Committee Members)
Proposal No. 3: Election of Three Directors Serving as Audit and Supervisory Committee
Members

-1-
Guidance on Exercise of Voting Rights

If you can attend the meeting


When attending the meeting, the shareholder him/herself (the same shall apply for a proxy, who shall also be a
shareholder of the Company holding voting rights) must submit the enclosed Voting Rights Exercise Form at the reception
desk.
In the case of attendance by a proxy, please present a document evidencing authority of the proxy along with the Voting
Rights Exercise Form (pursuant to the provisions of the Articles of Incorporation of the Company, a proxy must be a
shareholder of the Company holding voting rights).
Please be advised that the admission procedure may take time if you forget to bring the Voting Rights Exercise Form with
you.
Date of the General Meeting of Thursday, June 23, 2022 at 10 a.m. (JST)
Shareholders:

If you are unable to attend the meeting


 By mail
Please indicate your vote for or against each of the proposals on the enclosed Voting Rights Exercise Form and return it
by the following deadline.
Deadline for exercise: 5 p.m. on Wednesday, June 22, 2022

 Via the Internet

Please access the voting rights exercise website designated by the Company (https://evote.tr.mufg.jp/) and exercise your
voting rights by the following deadline.
Deadline for exercise: 5 p.m. on Wednesday, June 22, 2022

Please see the next page for the method of exercising voting rights via the Internet.

For institutional investors


In addition to the above method for exercising voting rights via the Internet, institutional investors may
exercise their voting rights by using the electronic voting platform operated by ICJ, Inc. Please note that
this service is only available for those who requested it in advance.

 The reception is scheduled to start at 9:00 a.m.


 When attending the meeting, please submit the enclosed Voting Rights Exercise Form at the reception desk.
For resource-saving purposes, please bring this Convocation Notice with you.
 Please note that no souvenirs will be distributed to attending shareholders in consideration of ensuring fairness
between shareholders who are present at and those who are absent from the General Meeting of Shareholders. We
appreciate your understanding.
 Of the documents to be provided with this Convocation Notice, information related to items to be presented in
Consolidated Statements of Changes in Net Assets and Notes to Consolidated Financial Statements in the
Consolidated Financial Statements and Non-Consolidated Statements of Changes in Net Assets and Notes to
Non-Consolidated Financial Statements in the Non-Consolidated Financial Statements is posted on the Company’s
website (https://www.mitsuba.co.jp/) according to the provisions of laws, regulations and Article 13 of the
Company’s Articles of Incorporation, and therefore is not provided in this Convocation Notice.
 Any revisions to the Reference Documents for the General Meeting of Shareholders, the Business Report, the
Non-Consolidated Financial Statements or Consolidated Financial Statements will be posted on the Company’s
website (https://www.mitsuba.co.jp).

-2-
Method of Exercise of Voting Rights Via the Internet

1. Access the voting rights exercise website (https://evote.tr.mufg.jp/)


(1) Click “Next.”
2. Login
(2) Enter your Login ID and Temporary Password, which are printed in the bottom right corner of the
Voting Rights Exercise Form. (The Company notifies shareholders of a new Login ID and a new
Temporary Password each time it convenes a General Meeting of Shareholders.)
(3) Click “Login.”
3. Register the password
(4) Fill in the entry fields for “Current Password,” “New Password,” and “New Password (for
confirmation).”
(Please do not forget the password.)
(5) Click “Send.”

If you have a smartphone with a QR code reader, you can scan the QR code on the right to access the
website.

● Voting rights exercise website


(1) Exercise of voting rights via the Internet is possible only by accessing the voting rights exercise
website designated by the Company (https://evote.tr.mufg.jp/) from a personal computer or a
smartphone. (However, service is suspended from 2:00 a.m. to 5:00 a.m. every day.)
(2) Depending on the environment of Internet usage through personal computers or smartphones, and
Internet providers’ services or types of communication devices used, there are cases where the
voting rights exercise website is not available. For more information, please contact the Help
Desk below.
● Costs incurred for accessing the voting rights exercise website
Internet connection fees, telecommunication charges, and other fees incurred by accessing the voting
rights exercise through a personal computer or a smartphone shall be borne by the shareholder.
● Treatment of voting rights exercised multiple times
(1) If you have exercised your voting rights both by mail and via the Internet, the exercise of voting
rights via the Internet shall be deemed effective.
(2) If you have exercised your voting rights multiple times via the Internet, the content of the final
exercise shall be deemed effective.

System-related inquiries:
Securities Agency Division (Help Desk), Mitsubishi UFJ Trust and Banking Corporation
Toll-free service phone number in Japan: 0120-173-027 Operating hours: 9:00 a.m. – 9:00 p.m.

-3-
Reference Documents for the General Meeting of Shareholders

Proposals and Reference Items


Proposal No. 1: Partial Amendment of the Articles of Incorporation
1. Reasons for Amendments
The amended provisions stipulated in the proviso of Article 1 of the supplementary provisions of the
“Act Partially Amending the Companies Act” (Act No. 70 of 2019) will be enforced on September 1, 2022.
Accordingly, in order to prepare for the introduction of the system for electronic provision of materials for
general meetings of shareholders, the Articles of Incorporation of the Company shall be amended as
follows.
(1) The proposed Article 13, Paragraph 1 provides that information contained in the reference documents
for the general meeting of shareholders, etc. shall be provided electronically.
(2) The purpose of the proposed Article 13, Paragraph 2 is to establish a provision to limit the scope of
matters to be included in the paper copy to be sent to shareholders who have requested it.
(3) The provisions related to the internet disclosure and deemed provision of reference documents for the
general meeting of shareholders, etc. (Article 13 of the existing Articles of Incorporation) will become
unnecessary and will therefore be deleted.
(4) In line with the above establishment and deletion of the provisions, supplementary provisions related
to the effective date, etc. shall be established.
2. Content of Amendments
The details of the amendments are as follows
(Amended parts are underlined.)
Existing Articles of Incorporation Proposed Amendments
(Internet Disclosure and Deemed Provision of (Removed)
Reference Documents for the General Meeting of
Shareholders, Etc.)
Article 13. The Company may, when convening a
general meeting of shareholders, deem that
it has provided information to shareholders
pertaining to matters to be described or
indicated in the reference documents for the
general meeting of shareholders, business
report, non-consolidated financial
statements, and consolidated financial
statements, by disclosing such information
through the internet in accordance with the
provisions provided in the Ordinance of the
Ministry of Justice.

(Newly established) (Measures for Electronic Provision, Etc.)


Article 13. The Company shall, when convening
a general meeting of shareholders,
provide information contained in the
reference documents for the general
meeting of shareholders, etc.
electronically.
2. Among the matters to be

-4-
Existing Articles of Incorporation Proposed Amendments
provided electronically, the Company may
choose not to include all or part of the
matters stipulated in the Ordinance of the
Ministry of Justice in the paper copy to be
sent to shareholders who have requested it
by the record date for voting rights.

SUPPLEMENTARY PROVISIONS SUPPLEMENTARY PROVISIONS


(Transitional Measures for Exemption of Audit & (Transitional Measures for Exemption of Audit &
Supervisory Board Members from Liability) Supervisory Board Member from Liability)
(Omitted) (Unchanged)

(Newly established) (Transitional Measures for Electronic Provision,


Etc.)
1. The amendment of Article 13 of the Article of
Incorporation shall be effective from
September 1, 2022, which is the date of
enforcement of the amended provisions
stipulated in the proviso of Article 1 of the
supplementary provisions of the Act Partially
Amending the Companies Act (Act No. 70 of
2019) (the “Effective Date”).
2. Notwithstanding the provisions of the
preceding paragraph, Article 13 of the Articles
of Incorporation (Internet Disclosure and
Deemed Provision of Reference Documents
for the General Meeting of Shareholders, Etc.)
shall remain in force with respect to a general
meeting of shareholders be held on a date
within six months from the Effective Date.
3. The second paragraph as well as this paragraph
shall be deleted after the lapse of six months
from the Effective Date or the lapse of three
months from the date of the general meeting of
shareholders set forth in the preceding
paragraph, whichever is later.

-5-
Proposal No. 2: Election of Five Directors (Excluding Directors Serving as Audit and Supervisory
Committee Members)

The terms of office of all four Directors (excluding Directors serving as Audit and Supervisory
Committee Members; the same shall apply hereinafter) will expire at the conclusion of this General
Meeting of Shareholders.
Accordingly, in order to further strengthen the management structure, the Company proposes the
election of five Directors, an increase of one Director.
The Audit and Supervisory Committee has discussed this proposal at its meeting, and has determined
that the candidates are qualified for their respective posts.
The candidates for Directors are as follows.

Attendance at
the Board of
No. Name Positions and responsibilities at the Company
Directors
meetings
Representative Director, President
Katsuyoshi President, Chief Operating Officer
1 Reelection 13/13
Kitada Chief of Business Management
Management of Quality Assurance
Representative Director
2 Nobuyuki Take Reelection Executive Vice President, Executive Officer 13/13
Chief of Corporate Management
Chief of Corporate Planning
Senior Managing Officer
3 Sadami Hino New election Chief of Automobile Parts Business -/-
Management, Chief of Information Systems
Director
Masahiko
4 Reelection Managing Officer 13/13
Sugiyama
Chief of Accounting and Finance
Takashi Reelection
5 External Director 13/13
Komagata External
Notes: In addition to the number of the Board of Directors meetings above, two written resolutions were made pursuant
to Article 370 of the Companies Act and Article 24 of the Articles of Incorporation of the Company, which shall
be deemed to constitute the resolutions of the meeting of the Board of Directors.

-6-
Candidates for Directors:
Number of
Name shares of
No. Career summary, positions and responsibilities at the Company
(Date of birth) the
(significant concurrent positions)
Company
held
April 1976 Joined the Company
April 2007 Operating Officer
April 2015 Managing Officer
April 2019 Vice Chief of Business Management
April 2020 President, Chief Operating Officer
(current)
April 2020 Chief of Business Management, Management of
Quality Assurance
Katsuyoshi Kitada (current)
(September 3,
June 2020 Representative Director, President 30,700
1 1953)
(current) shares
(Reelection) [Reason for nomination as Director]
Mr. Katsuyoshi Kitada has been serving as Representative Director,
President of the Company since June 2020 and has appropriately
directed and supervised the Company’s business management. In
addition, he has engaged in duties including business operations and
development of the Group, and has experience and track record of
leading the main business. The Company therefore proposes his
reelection as Director in order to leverage his ability and experience
in the Group’s business management.
April 1981 Joined the Company
April 2011 Operating Officer
April 2017 Managing Officer
April 2019 Chief of Corporate Planning and Environment
Management
April 2019 Chief of Information Systems
April 2020 Executive Vice President, Executive Officer
(current)
April 2020 Chief of Corporate Planning, Environment
Management, Administrative and Human
Resources, and Accounting and Finance
June 2020 Representative Director
(current)
Nobuyuki Take April 2021 Chief of Corporate Management, Chief of
(May 8, 1957) Corporate Planning 23,800
2
(current) shares
(Reelection) (significant concurrent position)
Representative Director, Kiryu Small Businesses Welfare
Cooperative Association
[Reason for nomination as Director]
Mr. Nobuyuki Take has been serving as Representative Director of
the Company since June 2020 and has effectively proceeded with
building a corporate governance structure to ensure efficiency and
fairness of the Company’s business management. In addition, he has
engaged in duties including finance, general affairs, and human
resources of the Group, and has the ability essential for promoting
measures related to finance, general affairs, and human resources.
The Company therefore proposes his reelection as Director in order
to leverage his ability and experience in the Group’s business
management.

-7-
Number of
shares of
Name Career summary, positions and responsibilities at the Company
No. the
(Date of birth) (significant concurrent positions)
Company
held
April 2003 Joined DTS CORPORATION
July 2009 Joined the Company
April 2017 Operating Officer
April 2019 Managing Officer
April 2020 Chief of Marketing and Sales, Chief of
Information Systems
April 2021 Senior Managing Officer
(current)
April 2021 Vice Chief of Business Management, Chief of
Sadami Hino Marketing and Sales, Chief of Information
(October 4, 1977) Systems 526,600
3
April 2022 Chief of Automobile Parts Business Management, shares
(New election) Chief of Information Systems
(current)
[Reason for nomination as Director]
Mr. Sadami Hino has demonstrated strong leadership in the process
of planning and implementing the “Mitsuba Vision 2030,” as well as
the 12th Midterm Management Plan, which is based on “selection
and concentration” .The Company therefore proposes his new
election as Director in order to promote speedy decision making
based on his ability and experience in the Group’s business
management.

-8-
Number of
shares of
Name Career summary, positions and responsibilities at the Company
No. the
(Date of birth) (significant concurrent positions)
Company
held
April 1986 Joined The Bank of Yokohama, Ltd.
April 2017 Executive Officer and General Manager, Atsugi
Branch of The Bank of Yokohama, Ltd.
April 2017 General Manager, Central Kanagawa Prefecture
Block Business Headquarters of The Bank of
Yokohama, Ltd.
April 2019 Executive Officer, General Manager, Central
Region Headquarters and Senior Deputy General
Manager, Business Division Head Office of The
Bank of Yokohama, Ltd.
May 2020 Joined the Company
Masahiko Managing Officer
Sugiyama
(current) 4,000
4 (July 29, 1963)
May 2020 In charge of Accounting and Finance shares
(Reelection) June 2020 Director
(current)
April 2021 Chief of Accounting and Finance
(current)
[Reason for nomination as Director] Mr. Masahiko Sugiyama has
been serving as Director of the Company since June 2020 and has
effectively fulfilled his roles and responsibilities toward the
Company’s business management. In addition, he has a wealth of
experience and broad knowledge in the operations of financial
institutions. The Company therefore proposes his reelection as
Director in order to leverage his ability and experience in the
Group’s business management.

-9-
Number of
shares of
Name Career summary, positions and responsibilities at the Company
No. the
(Date of birth) (significant concurrent positions)
Company
held
April 1999 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.
May 2011 Joined Japan Industrial Solutions Co., Ltd.
Director
January 2015 Managing Director, Japan Industrial Solutions
Co., Ltd.
December 2019 Member of the Board, Japan Industrial Solutions
Co., Ltd.
Takashi Komagata Co-Head of Investment Division
(May 6, 1976)
(current)
5 - shares
September 2020 Director of the Company
(Reelection)
(External) (current)
(significant concurrent position)
Member of the Board, Japan Industrial Solutions Co., Ltd.
[Reason for nomination as External Director and expected role]
Mr. Takashi Komagata has been serving as External Director of the
Company since September 2020 and has appropriately conducted
supervision of the Company’s business management. In addition, he
has a wealth of experience and deep insight into finance and
corporate management based on business experience in investment
fund management firms and major financial institutions. The
Company proposes his reelection as External Director with the
expectation that he will conduct supervision and offer advice based
on his wealth of experience and from a global and diverse
perspective in fulfilling his role if he is elected as External Director.

Notes: 1. Among the candidates, those who have special interests with the Company are as follows:
Mr. Nobuyuki Take is Representative Director of Kiryu Small Businesses Welfare Cooperative Association.
There is a transactional relationship between the said company and the Company involving business entrustment
and other transactions.
Mr. Takashi Komagata concurrently serves as a Member of the Board of Japan Industrial Solutions Co., Ltd.,
which is the general partner of Japan Industrial Solutions Fund II, with which the Company has entered into an
underwriting agreement for the issuance of its Class Shares. Japan Industrial Solutions Fund II holds 15,000
Class A Shares and 5,000 Class C Shares in accordance with the said agreement.
2. There are no special interests between the Company and the other candidates.

- 10 -
3. Mr. Takashi Komagata is a candidate for External Director.
1) The reason for nomination as External Director is as stated in the “Reason for nomination as External
Director and expected role” on the previous page.
2) Mr. Takashi Komagata is an External Director, and his term of office as External Director will be one year
and nine months at the conclusion of this General Meeting of Shareholders.
3) Mr. Takashi Komagata was not a business executor or officer in the Company or any entity that has a special
relationship with the Company during the last ten years. He was not a business executor in a company where
the Company assumed rights and obligations during the past two years through merger, absorption-type
company split, incorporation-type company split or assignment of business.
4) Mr. Takashi Komagata does not anticipate receiving a large sum of money or other property from the
Company or any entity that has a special relationship with the Company, and has not received them for the
past two years.
5) Mr. Takashi Komagata is not a spouse, a relative within the third degree, or any person similar to these
persons, of the business executor or officer of the Company or any entity that has a special relationship with
the Company.
6) The Company has entered into an agreement with Mr. Takashi Komagata to limit his liability for damages as
stipulated in Article 423, Paragraph 1 of the Companies Act, and the minimum liability amount based on the
agreement is the amount stipulated in Article 425, Paragraph 1 of the Companies Act. The Company will
continue the same agreement with him, if the proposal for his election is approved.
4. The Company has concluded a directors and officers liability insurance contract with an insurance company as
stipulated in Article 430-3, Paragraph 1 of the Companies Act. The said insurance contract covers litigation
expenses and damages, etc. borne by the insured being held liable for the performance of its duties or claims
relating to the pursuit of such liability. If this proposal is approved as originally proposed, all candidates for
Director will be included as insured under the insurance policy.

- 11 -
Proposal No. 3: Election of Three Directors Serving as Audit and Supervisory Committee Members

The terms of office of three Directors serving as Audit and Supervisory Committee Members, Mr. Keiji
Kiuchi, Mr. Akira Fujiwara, and Mr. Takashi Hayama will expire at the conclusion of this General Meeting
of Shareholders.
Accordingly, the Company proposes the election of three Directors serving as Audit and Supervisory
Committee Members.
The consent of the Audit and Supervisory Committees have been obtained with regard to this proposal.
The candidates for Directors serving as Audit and Supervisory Committee Members are as follows.

Attendance at
the Board of
No. Name Positions and responsibilities at the Company
Directors
meetings
Director serving as Audit and Supervisory
1 Keiji Kiuchi Reelection 13/13
Committee Member
New election
2 Hiroaki Tanji External - -/-
Independent
New election
3 Yoko Nakai External - -/-
Independent
Notes: In addition to the number of the Board of Directors meetings above, two written resolutions were made pursuant
to Article 370 of the Companies Act and Article 24 of the Articles of Incorporation of the Company, which shall
be deemed to constitute the resolutions of the meeting of the Board of Directors.

- 12 -
Candidates for Director serving as Audit and Supervisory Committee Member:
Number of
Name shares of
No. Career summary, positions and responsibilities at the Company
(Date of birth) the
(significant concurrent positions)
Company
held
April 1979 Joined the Company
April 2013 Operating Officer
April 2013 In charge of Production Engineering
April 2014 Chief of Quality Assurance
June 2020 Director serving as Audit and Supervisory
Committee Member
Keiji Kiuchi (current)
(February 1, [Reason for nomination as Director serving as Audit and
9,400
1 1955) Supervisory Committee Member]
shares
Mr. Keiji Kiuchi has been serving as Director serving as Audit
(Reelection) and Supervisory Committee Member since June 2020 and has
appropriately conducted supervision of the Company’s business
management. He also has a wealth of experience and knowledge
in development and quality assurance. The Company therefore
proposes his reelection as Director serving as Audit and
Supervisory Committee Member in order to leverage his ability
and experience in the Group’s business management.

- 13 -
Number of
Name shares of
No. Career summary, positions and responsibilities at the Company
(Date of birth) the
(significant concurrent positions)
Company
held
April 1976 Joined DENKI KAGAKU KOGYO
KABUSHIKI KAISHA (currently: Denka
Company Limited).
April 1992 Joined HOYA CORPORATION
July 1999 Senior Vice President, HOYA Holdings, Inc
June 2000 Director, HOYA CORPORATION
June 2003 Director, Corporate Executive Officer, and
General Manager, Business Development
Department, HOYA CORPORATION
June 2006 Director, Corporate Executive Officer, Chief
Technology Officer, HOYA CORPORATION
June 2009 Corporate Executive Officer, in charge of
Planning, HOYA CORPORATION
April 2012 Joined ASAHI TEC CORPORATION,
Counsel, ASAHI TEC CORPORATION
May 2012 Vice President & Representative Corporate
Executive Officer, Chief Financial Officer,
ASAHI TEC CORPORATION
June 2012 Director, Vice President & Representative
Corporate Executive Officer, Chief Financial
Officer, ASAHI TEC CORPORATION
Hiroaki Tanji June 2013 Director, President & Representative Corporate
(July 31, 1952) Executive Officer, Chief Executive Officer,
ASAHI TEC CORPORATION 1,000
2
(New election) June 2017 Chairman and Director, ASAHI TEC shares
(External) CORPORATION
(Independent) September 2019 Outside Director, Akebono Brake Industry Co.,
Ltd.
June 2021 Outside Director (Audit & Supervisor
Committee Member), Akebono Brake Industry
Co., Ltd.
(current)
(significant concurrent position)
Outside Director (Audit & Supervisor Committee Member),
Akebono Brake Industry Co., Ltd.
[Reason for nomination as External Director serving as Audit and
Supervisory Committee Member and expected role]
Mr. Hiroaki Tanji has extensive experience and deep insight in
business management, having served as Director, Corporate
Executive Officer of HOYA CORPORATION, and Director,
President & Representative Corporate Executive Officer, Chief
Executive Officer of ASAHI TEC CORPORATION. The
Company proposes his new election as External Director serving
as Audit and Supervisory Committee Member with the
expectation that he will conduct supervision and offer advice
based on his wealth of experience and from an independent and
objective standpoint in fulfilling his role if he is elected as
Independent External Director.

- 14 -
Number of
Name shares of
No. Career summary, positions and responsibilities at the Company
(Date of birth) the
(significant concurrent positions)
Company
held
April 1988 Joined the Union Bank of Switzerland
(currently The UBS Bank), Tokyo Branch
October 2001 Registered as attorney
October 2001 Joined Akatsuki Sogo Law Office
January 2006 Joined Luce Law Office (current)
April 2021 Appointed Vice President of Tokyo Bar
Association
(significant concurrent position)
Representative, Luce Law Office.
Yoko Nakai [Reason for nomination as External Director serving as Audit and
(July 19, 1965)
Supervisory Committee Member and expected role]
3 Ms. Yoko Nakai has a broad range of experience and a high - shares
(New election)
(External) degree of insight as a legal professional, and is well versed in
(Independent) corporate legal affairs. The Company proposes her new election
as Independent External Director serving as Audit and
Supervisory Committee Member with the expectation that she
will conduct supervision and offer advice based on her wealth of
experience and from an independent and objective standpoint in
fulfilling her roles. She has not been directly involved in
corporate management in the past, but for the reasons stated
above, she is able to appropriately perform her duties as an
External Director serving as Audit and Supervisory Committee.
Member.
Notes: 1. There are no special interests between the Company and the candidates.
2. Mr. Hiroaki Tanji and Ms. Yoko Nakai are candidates for External Directors.
1) The reason for nomination as External Director is as stated in the “Reason for nomination as External
Director serving as Audit and Supervisory Committee Member and expected role” on pages 14-15.
2) The Company designated Mr. Hiroaki Tanji and Ms. Yoko Nakai as independent directors as stipulated by the
regulations of the Tokyo Stock Exchange, and registered them with the Tokyo Stock Exchange.
3) None of the candidates was a business executor or officer in the Company or any entity that has a special
relationship with the Company during the last ten years. None of them was a business executor in a company
where the Company assumed rights and obligations during the past two years through merger,
absorption-type company split, or assignment of business.
4) None of the candidates anticipates receiving a large sum of money or other financial benefits from the
Company or any entity that has a special relationship with the Company, and has received them for the past
two years.
5) None of the candidates is a spouse, a relative within the third degree, or any person similar to these persons,
of the business executor or officer of the Company or any entity that has a special relationship with the
Company.
6) The Company has entered into an agreement with Mr. Hiroaki Tanji and Ms. Yoko Nakai to limit his liability
for damages as stipulated in Article 423, paragraph 1 of the Companies Act, and the minimum liability
amount based on the agreement is the amount stipulated in Article 425, Paragraph 1 of the Companies Act.
The Company will continue the same agreement with them, if the proposal for their election is approved.
3. The Company has concluded a directors and officers liability insurance contract with an insurance company as
stipulated in Article 430-3, Paragraph 1 of the Companies Act. The said insurance contract covers litigation
expenses and damages, etc. borne by the insured being held liable for the performance of its duties or claims
relating to the pursuit of such liability. If this proposal is approved as originally proposed, any candidate for
Directors Serving as Audit and Supervisory Committee Members will be included as insured under the insurance
policy.

- 15 -

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