竹本容器(4248) – Notice of Convocation Annual General Meeting 2021

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開示日時:2022/03/19 08:00:00

損益

決算期 売上高 営業益 経常益 EPS
2018.12 1,602,210 163,068 175,466 96.32
2019.12 1,519,601 153,825 157,167 82.94
2020.12 1,486,339 177,848 180,100 39.01

※金額の単位は[万円]

株価

前日終値 50日平均 200日平均 実績PER 予想PER
801.0 828.72 922.195 22.34 8.0

※金額の単位は[円]

キャッシュフロー

決算期 フリーCF 営業CF
2018.12 562 202,886
2019.12 14,929 179,035
2020.12 230,179 291,660

※金額の単位は[万円]

▼テキスト箇所の抽出

Securities Code Number: 4248 NOTICE OF CONVOCATION OF THE 71ST ORDINARY GENERAL MEETING OF SHAREHOLDERS TO BE HELD AT ASAKUSA VIEW HOTEL TAITO-KU, TOKYO, JAPAN ON MARCH 29, 2022 AT 10:00 A.M. (This is an abridged translation of the Notice of Ordinary General Meeting of Shareholders dated March 10, 2022, and is prepared for reference purposes only. In the event of any discrepancy between the original Japanese and this translation, the Japanese text shall prevail. ) Takemoto Yohki Co., Ltd. 1 March 10, 2022 To Shareholders: Dear Shareholders: Notice of Convocation of the 71st Ordinary General Meeting of Shareholders You are hereby notified that the 71st Ordinary General Meeting of Shareholders will be held as stated below. We have decided to hold this meeting after taking appropriate measures to prevent the spread of the COVID-19 infection. For your health and safety, we will widen the space between seats at the venue and decrease the number of seats compared to the past. Therefore please note that you may not be able to enter the venue. If you are unable to attend the meeting in person, you may exercise your voting rights either through postal mail or via the Internet. Please review the attached Reference Documents for the General Meeting of Shareholders first and then exercise your voting rights by no later than 5:30 p.m. on Monday, March 28, 2022 (Japan Time). Yours faithfully, Emiko Takemoto President and Representative Director Takemoto Yohki Co., Ltd. 5-15, Nishi Asakusa, 1-chome Taito-ku, Tokyo (Head Office 21-5 Matsugaya, 2-chome Taito-ku Tokyo) 1. Time and Date 10:00 a.m. on Tuesday, March 29, 2022 (registration desks to open at 9:00 a.m.) Asakusa View Hotel Hisho Hall on the fourth floor, at Nishi Asakusa 3-chome, Taito-ku, Tokyo 1. The Business Report, Consolidated Financial Statements and the Results of the Audit of the Consolidated Financial Statements for the 71st Fiscal Year (from January 1, 2021, to December 31, 2021) by the Independent Auditors and the Audit and Supervisory Committee. 2. The Non-Consolidated Financial Statements for the 71st Fiscal Year (from January 1 to December 31, Particulars 2. Place 3. Agenda Matters to be reported 2021) Matters to be resolved Proposal No.1: Appropriation of Retained Earnings Proposal No.2: Partial Amendments to the Articles of Incorporation Proposal No.3: Election of Three (3) Directors (excluding Audit and Supervisory Committee members) Proposal No.4: Election of Four (4) Directors (Members of the Audit and Supervisory Committee) 4. Matters to be decided for convocation If you wish to exercise your voting rights by proxy, one other shareholder holding a voting right of the Company may attend the meeting as a proxy for you. In this case, please submit a document that certifies your power of representation, such as a letter of attorney, to the Company. ◆ Please wear a face mask and use hand sanitizer while visiting the meeting hall. ◆ Body condition and temperature of all shareholders will be checked at the entrance of the event hall. Please understand and cooperate. ◆ Shareholders who appear to be in poor health condition might be refused entry to the general meeting of shareholders. ◆All management staff will wear masks and have their health condition checked. Matters Posted on the Company’s Website If any revision is made to the reference materials for the general meeting of shareholders or the Business Report, the Non- Consolidated Financial Statements and the Consolidated Financial Statements, the revision will be posted on the Company’s website. Company’s website https://www.takemotopkg.com/ja 2 If you are to attend the General Meeting of Shareholders; Instructions for the Exercise of Voting Rights Time and date of the General Meeting of Shareholders: 10:00 a.m. on Tuesday, March 29, 2022 (Japan Time). The Reception for attendees begins at 9:00 a.m. Please submit the enclosed voting form to the reception desk. If you wish to exercise the voting rights via the Internet; Deadline of exercise: Acceptable until 5:30 p.m. on Monday, March 28, 2021 (Japan Time). Please access the voting website (https://evote.tr.mufg.jp/) and enter your approval or disapproval of the proposals by no later than the deadline. >>>Please see the following details. Information on Exercising Voting Rights via the Internet (1) By scanning the QR code You can log into the voting website without entering your login ID and password by scanning the QR code provided at the lower right of the voting form, with your smart phone. Please cast your vote by following the directions on the screen. Exercise of the abovementioned voting rights using the QR code above is available only once. If you re-exercise your voting rights, or exercise your voting rights without using the QR code, please see “(2) By entering the login ID and password” below. (2) By entering the login ID and password Voting website https://evote.tr.mufg.jp/ You can exercise your voting right via the Internet by accessing the voting website (https://evote.tr.mufg.jp/) from a computer, smart phone or mobile phone. Once you have accessed the Internet voting website, please enter your login ID and temporary password shown on the voting form. Please cast your vote by following the directions on the screen. If you exercise the voting rights through Postal Mail; Deadline of exercise: Voting forms must arrive by no later than 5:30 p.m. on Monday, March 28, 2022 (Japan Time). Please indicate your approval or disapproval of the proposals on the enclosed voting form and return it through postal mail so that it is received by the deadline. Notes on the exercise of voting rights via the Internet: 1. When a shareholder exercises voting rights via the Internet as well as submitting the Voting Right Exercise Form by mail, the vote via the Internet shall be treated as the valid exercise of voting rights. 2. If multiple votes via the Internet are received from a shareholder, the most recent vote shall be treated as the valid exercise of voting rights. 3. Any connection charges and communications expenses payable to internet providers and telecommunication carriers incurred in accessing the website for exercising voting rights will be borne by shareholders. 4. Please be aware that exercising voting rights via a PC or smart phone, etc. may not be possible in certain internet user environments. In addition, exercising voting rights via a mobile phone may not be possible with certain types of mobile phones. Should you have any questions regarding the exercise of voting rights via the Internet, please contact the administrator of the shareholders’ registry stated below: Securities Agency Division (Help Desk), Mitsubishi UFJ Trust and Banking Corporation Telephone: 0120-173-027 (toll free within Japan) Operating hours: 9:00 a.m. – 9:00 p.m. (Japan time) For institutional investors: You may use the Electronic Voting Platform operated by ICJ, Inc. to exercise your voting rights at the Annual Shareholders Meeting. * QR Code is a registered trademark of DENSO WAVE INCORPORATED. -END- 3 REFERENCE MATERIALS FOR THE GENERAL MEETING OF SHAREHOLDERS Proposal No.1: Appropriation of Retained Earnings Matters concerning year-end dividends The Company will pay the year-end dividend for the current fiscal year as follows, based on its policy of targeting a dividend on equity ratio (DOE) of 4.0% from the viewpoint of ensuring stable shareholder returns with respect to dividends until the period of the medium-term plan through 2024, while securing the internal reserves necessary for future business development and strengthening of the management structure. (1) Type of dividend property Cash (2) Matters concerning the allotment of dividend property to shareholders and the total amount 17.50 yen per share of common stock, for a total of 219,254,000 yen (3) Effective date of distribution of surplus March 30, 2022 Proposal No.2: Partial Amendments to the Articles of Incorporation 1. Reason for Disposal The 2019 amendment of the Companies Act allows for measures for providing reference materials, etc. for the general meeting of shareholders in an electronic format, and from the enforcement date of the amended Companies Act concerning electronic provision measures, companies issuing book-entry transfer shares (listed companies) are obligated to stipulate in their articles of incorporation that they will take electronic provision measures for information that constitutes the content of reference materials for the general meeting of shareholders. The provisions of Article 18 of the current Articles of Incorporation (provided as reference documents for shareholders’ meetings on the Internet) will be deleted, and Article 18 of the proposed amendment (measures for electronic provision, etc.) will be newly established. In addition, with the above-mentioned new establishment / deletion, supplementary provisions regarding the effective date, etc. will be established. 2. Details of Amendments The details of amendments are as follows; Current Articles of Incorporation Proposed Amendments (Portions to be amended are underlined.) Chapter 1 General Rules Articles 1. through 5. [Unchanged] Chapter 2 Stock Article 6. through 12.[Unchanged] Article 13. through 17.[Unchanged] [Deleted] Chapter 1 General Rules Article 1. through 5. [Omitted] Chapter 2 Stock Article 6. through 12.[Omitted] Article 13. through 17.[Omitted] (Disclosure via the Internet and Deemed Delivery of Reference Documents, etc. for General Meetings of Shareholders) Article 18. Upon convening a general meeting of shareholders, the Company may deem that the information required to be described or indicated in the reference documents for the general meeting of shareholders, business reports, financial statements and consolidated financial statements shall have been provided to the shareholders, and when such information is disclosed, pursuant to laws or regulations, through a method that uses the Internet. 4 [Newly established] (Provision of documents for the general meeting of shareholders in electronic format) Article 18. Upon convening a general meeting of shareholders, the Company shall take the electronic provision measure. 2 Among matters for which the electronic provision measure will be taken, the Company is not required to state all or part of matters prescribed by the Ministry of Justice Order in the document that will be issued to shareholders who requested the issuance of the document by the record date. Chapter 4 Directors and Board of Directors Article 19. through 31. [Omitted] Chapter 5 Audit and Supervisory Committee Article 32. through 35. [Omitted] Chapter 6 Accounting Auditor Article 36. through 39. [Omitted] Chapter 7 Accounts Article 40. through 42. [Omitted] [Newly established] Supplementary Provisions 1. The amendment of Article 18 of the current Articles of Incorporation shall be effective from September 1, 2022 (the “Date of Enforcement”) provided for in the proviso to Article 1 of the Supplementary Provisions of the Act Partially Amending the Company Law (Act No. 70 of 2019). 2. Notwithstanding the provisions of the preceding paragraph, Article 18 (Disclosure via the Internet and Deemed Delivery of Reference Documents, etc. for General Meetings of Shareholders) of the current Articles of Incorporation shall remain effective regarding any general meeting of shareholders held on a date within six months from the Date of Enforcement. 3. This Supplementary Provisions shall be automatically deleted on the date when six months have passed from the Date of Enforcement or three months have passed from the date of the general meeting of shareholders in the preceding paragraph, whichever is later. Proposal No.3: Appointment of Three (3) directors (excluding directors who are Audit and Supervisory Committee members) At the end of this general meeting, the term of three directors (excluding directors who are Audit and Supervisory Committee members) will expire, so we request the appointment of three directors (excluding directors who are Audit and Supervisory Committee members). Candidates for directors (excluding directors who are members of the Audit and Supervisory Committee) are as follows. Name (Date of birth) Brief personal history, title, responsibility and significant concurrent positions No.1 Emiko Takemoto (born Aug. 21, 1975) Attendance at the Board of Directors 2021 Jun.1999 Jul. 2001 Mar.2004 Dec.2004 Joined Takemoto Yohki Co., Ltd. Deputy General Manager of Sales Department Appointed as a Director President and Representative Director (current) Number of the Company’s shares owned 3,370,000 5 20 times/ 20 meeting Attendance rate 100% Jan.2006 Mar.2020 Chairman of Shanghai Takemoto Packaging Co., Ltd. Chairman of Takemoto Yohki (Kunshan) Co., Ltd. Representative Director of Kyoei Plasco Co., Ltd (current) 【Reasons for the nomination as Director candidate】 Ms. Emiko Takemoto was appointed a director of Takemoto Yohki Co., Ltd. in March 2004 and President / Representative Director in December 2004. In the midst of a difficult business environment, she has been a key person who always demonstrated outstanding management skills as a top executive with the forethought to guide the company in the bottle packaging industry. Her leadership skills, backed by broad knowledge and experience in a wide range of fields, are indispensable to the management of Takemoto Group. For the above reasons, the Company has nominated her as a candidate for the position of director. Name (Date of birth) Brief personal history, title, responsibility and significant concurrent positions Number of the Company’s shares owned 533,900 No.2 Takahiro Fukazawa (Born May 23, 1970) Attendance at the Board of Directors 2021 20 times/ 20 meeting Attendance rate 100% Sep. 2000 Mar. 2004 Nov. 2004 Jun. 2005 Jul. 2006 Apr. 2007 Jan. 2008 May. 2008 Nov.2008 Apr.2010 Oct.2010 Jun.2011 Jan.2013 Apr.2014 Jan.2015 Jun.2018 Dec.2018 Jul.2019 Joined Takemoto Yohki Co., Ltd. Appointed as a Director General Manager of Overseas Business Department President of TAKEMOTO PACKAGING INC. In charge of Planning and Development Department In charge of Overseas affairs In charge of Accounting Department In charge of General Affairs and Accounting Department In charge of Sales Department In charge of Sales Planning Office In charge of Production Department Managing Director Takemoto Yohki Co., Ltd. (current) President of Shanghai Takemoto Packaging Co., Ltd. (current) President of Takemoto Yohki (Kunshan) Co., Ltd. (current) President of TAKEMOTO PACKAGING INC. (current) Chairman Ltd.(current) Chairman of Takemoto Yohki (Kunshan) Co., Ltd. (current) In charge of operations in India (current) In charge of Production Control Director of Takemoto Netherlands B.V. (current) In charge of the operations in the Netherlands (current) of Shanghai Takemoto Packaging Co., Chairman of Shanghai Takemoto Packaging Co., Ltd. Chairman of Takemoto Yohki (Kunshan) Co., Ltd. President of TAKEMOTO PACKAGING INC. Director of Takemoto Netherlands B.V. 【Reasons for the nomination as Director candidate】 Mr. Takahiro Fukazawa became a director of Takemoto Yohki Co., Ltd. in March 2004 and a managing director of the Company in June 2011. He has contributed to the expansion of the Company’s overseas business to date. The Company has nominated him for the position of Director because of his track record, ability, and experience is considered as indispensable to the management of the Company as we strengthen the overall overseas sales structure and production system in India. Name (Date of birth) Brief personal history, title, responsibility and significant concurrent positions Number of the Company’s shares owned 6 No3 Etsuko Takemoto (Born October 16, 1976) Attendance at the Board of Directors 2021 20 times/ 20 meeting Attendance rate100% 615,200 Apr. 2001 Apr. 2007 Oct. 2010 Nov. 2010 Mar. 2011 Jan. 2013 Feb. 2013 Jan. 2014 Apr. 2015 Sep. 2015 Jul. 2019 Joined the Takemoto Yohki Co., Ltd. Executive Officer in charge of Planning and Development Department Executive Officer in charge of operations in China Executive Officer in charge of operations in China, President of Shanghai Takemoto Packaging Co., Ltd., and President of Takemoto Yohki (Kunshan) Co., Ltd. Appointed as a Director (current) In charge of operations in China In charge of Planning and Development Department, Patent Development Office, and Engineering Department General Manager of Planning and Development Department Supervisor of Planning and Development Director of Takemoto Netherlands B.V. (current) General Manager of Planning and Development Department (current) Director of Takemoto Netherlands B.V. 【Reasons for the nomination as Director candidate】 Ms. Etsuko Takemoto was appointed a Director of Takemoto Yohki Co., Ltd in March 2011 and became the person responsible for Planning and Development Department since July 2019. Since the company will continue to create standout value in the coming future and to utilize TOGETHER LAB as a base of operation for strengthening the system for global scale co-creation, her achievements, abilities, and experience in management are considered to be indispensable to the Company’s operation. For the above reasons, the Company has nominated her as a candidate for the position of director. (Note) 1. Takemoto Yohki Co., Ltd. guarantees debt to Takemoto Yohki (Kunshan) Co., Ltd. 2. Mr. Takahiro Fukazawa, a candidate for director, concurrently serves as the chairman of Shanghai Takemoto Packaging Co., Ltd. and Takemoto Yohki (Kunshan) Co., Ltd., the president of TAKEMOTO PACKAGING INC. President, and a director of Takemoto Netherlands BV. All four companies mentioned above are subsidiaries of Takemoto Yohki Co., Ltd. and Takemoto Yohki Co., Ltd. has a business relationship with each company. 3. Etsuko Takemoto, a candidate for director, also serves as a director of Takemoto Netherlands B.V., a subsidiary of Takemoto Yohki Co., Ltd., and these two companies have a business relationship with each other. 4. There is no special interest between the other candidates and our company. 5. The Company concludes a liability insurance contract for officers, etc. as stipulated in Article 430-3, Paragraph 1 of the Company Law with an insurance company, and the legal damages and the dispute costs to be borne by the insured will be covered by the insurance contract. Each candidate will be included in the insured of the insurance contract. Proposal No.4: Appointment of Four (4) directors who are members of the Audit and Supervisory Committee At the end of this general meeting, the term of four directors who are audit and supervisory committee members will expire at the end of this general meeting, so we request the appointment of four directors who are Audit and Supervisory Committee members. The consent of the Audit and Supervisory Committee has been obtained for this proposal. The candidates for directors who are Audit and Supervisory Committee members are as follows. Name (Date of birth) Brief personal history, title, responsibility and significant concurrent positions No1 Shinji Anada (Born April 27, 1947) Attendance at the Board of Directors 2021 20 times/ 20 meeting Attendance rate100% Attendance Audit and Supervisory Committee 2021 May. 1973 Jun. 1987 Jun. 1993 Jun. 1997 Jun. 2003 Aug. 2004 Feb. 2005 Jan. 2014 Aug. 2014 Feb. 2016 Mar. 2016 Joined the Tokyo Stock Exchange Joined Mito Securities Co., Ltd. Director of Mito Securities Co., Ltd. Managing Director of Mito Securities Co., Ltd. Corporate Auditor of Mito Securities Co., Ltd. External Audit & Supervisory Board Member of Ozu Corporation External Audit & Supervisory Board Member of OPTOELECTRONICS CO., LTD. External Director of Takemoto Yohki Co., Ltd. External Director of Ozu Corporation (current) External Director of Takemoto Yohki Co., Ltd. (current) External Director of the Company (Audit and Supervisory Committee Member) (current) Number of the Company’s shares owned 2,000 7 13 times/ 13 meeting Attendance rate100% 【Reasons for the appointment as a candidate for a director who is a member of the Audit and Supervisory Committee and summary of expected roles】 Shinji Anada is nominated as a candidate for external director because he has worked for securities exchanges and financial institutions for many years and has had contact with many companies. Takemoto Yohki Co., Ltd. has nominated him as a candidate for external director of a member of the Audit and Supervisory Committee due to the high expectations of his management supervision, backed by the perspective, experience and insight cultivated through his career. Name (Date of birth) Brief personal history, title, responsibility and significant concurrent positions Number of the Company’s shares owned – No2 Tatsuya Tanaka (born July 30, 1975) Attendance at the Board of Directors 2021 20 times/ 20 meeting Attendance rate100% Attendance Audit and Supervisory Committee 2021 13 times/ 13 meeting Attendance rate100% Oct. 2002 Jun. 2005 Feb. 2009 Jan. 2014 Jun. 2015 Mar.2016 Jun.2016 Become a registered lawyer. Joined Ushijima Law Office Joined Sato Sogo Law Office Kumagai / Tanaka Law Office (currently Kumagai / Tanaka / Tsuda Law Office) Founding Partner (current) External Director of Takemoto Yohki Co., Ltd. External Audit & Supervisory Board Member of NextGen Co., Ltd. External Director of Takemoto Yohki Co., Ltd. (Audit and Supervisory Committee Member) (current) External Director of NextGen Co., Ltd. (Audit and Supervisory Committee Member) (current) Lawyer of Kumagai / Tanaka / Tsuda Law Office Partner 【Reasons for the appointment as a candidate for a director who is member of the Audit and Supervisory Committee and summary of expected roles】 Tatsuya Tanaka is nominated as a candidate for external director is because, as an attorney at law, he is particularly well versed in corporate legal affairs and has experience working with numerous companies. Takemoto Yohki Co., Ltd. nominated him as a candidate for external director of a member of the Audit and Supervisory Committee is due to the high expectations of his ability to management advice based on his experience and insight gained through his career, and to supervise /check the Company’s management condition. Name (Date of birth) Brief personal history, title, responsibility and significant concurrent positions Apr. 1969 Oct. 2007 Nov. 2007 Nov. 2007 Mar. 2008 Mar. 2011 Mar. 2016 Japan Finance Corporation for Small and Medium Enterprises (currently known as Japan Finance Corporation) Advisor of Hirosawa Tourism Co., Ltd. Director of Hirosawa Tourism Co., Ltd. Audit & Supervisory Board Member of Ikura Seiki Co., Ltd. Audit & Supervisory Board Member of King Industry Co., Ltd. (currently known as Nippon ISK Co., Ltd.) Corporate Auditor of the Company External Director of the Company (Full-time Audit and Supervisory Committee Member) (current) No3 Masao Ishikawa (born March 19, 1947) Attendance at the Board of Directors 2021 20 times/ 20 meeting Attendance rate100% Attendance Audit and Supervisory Committee 2021 13 times/ 13 meeting Attendance rate100% Number of the Company’s shares owned – 8 【Reasons for the appointment as a candidate for a director who is a member of the Audit and Supervisory Committee and summary of expected roles】 Mr. Masao Ishikawa is nominated as an external director candidate is because of that he has many years of experience in financial institutions and has considerable knowledge of finance and accounting. Takemoto Yohki Co., Ltd. nominated him as a candidate for external director of a member of the Audit and Supervisory Committee is mainly is due to the high expectations of his ability to provide useful/frank opinions, recommendations, and objective decisions on business activities and management of the company, based on his experience of serving as a full-time corporate auditor from March 2011 and an external director who has been a full-time audit and supervisory committee member since March 2016. Name (Date of birth) Brief personal history, title, responsibility and significant concurrent positions Number of the Company’s shares owned – No4 Kazuo Ogawa (born September 18, 1950) Attendance at the Board of Directors 2021 20 times/ 20 meeting Attendance rate100% Attendance Audit and Supervisory Committee 2021 13 times/ 13 meeting Attendance rate100% Apr. 1974 May. 1995 Jun. 2010 Jul. 2010 Apr. 2011 Jul. 2012 Mar. 2020 Joined Showa Audit Corporation (currently EY Shinnihon Limited Liability Audit Corporation) Appointed as a senior partner (representative Partner) Resigned from Showa Audit Corporation Representative of Ogawa Accounting Office (current) Audit & Supervisory Board Member of Matsuoka Co., Ltd. (current) Director of Towa Food Service Co., Ltd. (current External Director of Takemoto Yohki Co., Ltd (Audit and Supervisory Committee Member) (current) Certified Accountant Ogawa Accounting Office Representative 【Reasons for the appointment as a candidate for director as a member of the Audit and Supervisory Committee and summary of expected roles】 Mr. Kazuo Ogawa is nominated as a candidate for external director because he has many years of auditing experience at listed companies as a certified public accountant and has considerable knowledge of finance and accounting. Takemoto Yohki Co., Ltd. nominated him as a candidate for external director of the board because is due to the high expectations of his ability to fulfill his roles and responsibilities as a member of the Audit and Supervisory Committee from an independent standpoint with respect to the execution of business operations at the Company. (Notes) 1. Mr. Shinji Anada, Mr. Tatsuya Tanaka, Mr. Masao Ishikawa, and Mr. Kazuo Ogawa are candidates for external directors. 2. The number of years since Mr. Shinji Anada became an external director of Takemoto Yohki Co., Ltd. is 8 years and 2 months at the end of this general meeting, and the number of years since he became an external director of Takemoto Yohki Co., Ltd.’s Audit and Supervisory Committee is 6 years. 3. The number of years since Tatsuya Tanaka became an external director of Takemoto Yohki Co., Ltd. is 8 years and 2 months at the end of this general meeting, and the number of years since he became an external director of Takemoto Yohki Co., Ltd.’s Audit and Supervisory Committee is 6 years. 4. Mr. Masao Ishikawa’s serving period as an external director of Takemoto Yohki Co., Ltd.’s Audit and Supervisory Committee 5. Mr. Kazuo Ogawa’s serving period as an external director of Takemoto Yohki Co., Ltd.’s Audit and Supervisory Committee will become six years at the end of this general meeting. will become two years at the end of this general meeting. 6. The Articles of Incorporation stipulate that Takemoto Yohki Co., Ltd. is allowed to conclude a contract with an external director to limit their liability for damages to the Company to a certain extent so the company can employ talented personnel as an external director easier. Candidates for Directors, which include Shinji Anada, Tatsuya Tanaka, Masao Ishikawa, and Kazuo Ogawa, have entered into a liability limitation agreement with Takemoto Yohki Co., Ltd.: as follows Pursuant to the provisions of Article 427, Paragraph 1 of the Companies Act, Takemoto Yohki Co., Ltd. concludes a contract with directors (excluding those who are executive directors, etc.) to limit liability for damages caused by neglect of duties. be able to. However, the maximum amount of liability based on the contract shall be equal to the amount stipulated by law. 7. Takemoto Yohki Co., Ltd concludes a liability insurance contract for officers, etc. prescribed in Article 430-3, Paragraph 1 of the Company Law with an insurance company, and the legal damages cost and the dispute costs to be borne by the insured will be covered by the insurance contract. Each candidate will be included in the insured of the insurance contract. 8. There is no special interest between each candidate and Takemoto Yohki Co., Ltd. 9. Mr. Shinji Anada, Mr. Tatsuya Tanaka, Mr. Masao Ishikawa, and Mr. Kazuo Ogawa are mentioned as independent officers based on the provisions of the Tokyo Stock Exchange in the notification submitted to the Tokyo Stock Exchange from Takemoto Yohki Co., Ltd.. 9

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