三井ハイテック（6966） – Notice of the 88th Annual General Meeting of Shareholders

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. (Securities Code: 6966) April 6, 2022 To our shareholders: Yasunari Mitsui, President and Representative Director Mitsui High-tec, Inc. 2-10-1 Komine, Yahatanishi-ku, Kitakyushu-shi Notice of the 88th Annual General Meeting of Shareholders We hereby inform you of the 88th Annual General Meeting of Shareholders of Mitsui High-tec, Inc. (the “Company”) that is to be held as follows. Instead of attending the meeting in person, you can exercise your voting rights in writing (by mail) or by electromagnetic method (via the internet, etc.), so please review the attached Reference Documents for the General Meeting of Shareholders, and exercise your voting rights by no later than 5:15 p.m. on Thursday, April 21, 2022 (JST). 1. Date and time: Friday, April 22, 2022, at 10:00 a.m. (JST) 2. Place: Conference Room at Headquarters of the Company 2-10-1 Komine, Yahatanishi-ku, Kitakyushu-shi 3. Purpose of the meeting: Matters to be reported: 1. The Business Report, Consolidated Financial Statements and results of audit on the Consolidated Financial Statements by the Financial Auditor and the Audit & Supervisory Board for the 88th Fiscal Year (from February 1, 2021 to January 31, 2022) 2. Non-consolidated Financial Statements for the 88th Fiscal Year (from February 1, 2021 to January 31, 2022) Matters to be resolved: Proposal No. 1 Proposal No. 2 Proposal No. 3 Proposal No. 4 Proposal No. 5 Proposal No. 6 Proposal No. 7 Proposal No. 8 Appropriation of Surplus Amendment to the Articles of Incorporation Election of Six Directors (Excluding Directors Who Are Audit & Supervisory Committee Members) Election of Seven Directors Who Are Audit & Supervisory Committee Members Determination of Remuneration Amount for Directors (Excluding Directors Who Are Audit & Supervisory Committee Members) Determination of Remuneration Amount for Directors Who Are Audit & Supervisory Committee Members Determination of Amount and Details of Share-based Remuneration etc. for Directors Payment of Retirement Benefits to Retiring Directors and Retiring Audit & Supervisory Board Members and Final Payments of Retirement Benefits Arising From the Abolition of Retirement Benefit Plan If you attend the meeting, please hand in the enclosed Voting Rights Exercise Form at the reception. “Notes to the Consolidated Financial Statements” and “Notes to the Non-consolidated Financial Statements” are posted on the Company website (https://www.mitsui-high-tec.com/ja/ir/cmeeting.php) (in Japanese only) pursuant to laws and regulations and Article 17 of the Articles of Incorporation of the Company; therefore, they are not included in this notice. Any subsequent changes to be made in the Reference Documents for the General Meeting of Shareholders, Business Report, Consolidated Financial Statements, and Non-consolidated Financial Statements will be posted on the above Company website (in Japanese only). The results of the resolutions will be posted on the above Company website, instead of sending notification in writing. We ask for your kind understanding. – 1 – Reference Documents for the General Meeting of Shareholders Proposals and Reference Information Proposal No. 1 Appropriation of Surplus The Company recognizes that shareholder returns are an important management issue, and has adopted a basic policy for the distribution of profits that targets a consolidated dividend payout ratio of 30%, after taking into account a comprehensive range of factors such as business results and internal reserves. The Company has given consideration to the business performance of the fiscal year and future business development, and it proposes to pay year-end dividends for the 88th fiscal year as follows: (1) Type of dividend property Cash (2) Allotment of dividend property to shareholders and the total amount ¥55 per common share of the Company Total payment: ¥2,010,384,970 (3) Effective date of dividends of surplus April 25, 2022 (Reference) Change in dividends per share (Yen) Year-end Interim Planned The 84th fiscal year The 85th fiscal year The 86th fiscal year The 87th fiscal year The 88th fiscal year – 2 – Proposal No. 2 Amendment to the Articles of Incorporation 1. Reasons for amendment (1) Transition to a company with audit and supervisory committee The Company is transitioning from a company with audit and supervisory board to a company with audit and supervisory committee. By having Audit & Supervisory Committee Members with Board of Director voting rights check the legality and appropriateness of business execution, the Company aims to further enhance the effectiveness of the Board of Director’s auditing and oversight functions, strengthen corporate governance, and improve the agility of business execution. To enable the transition, this proposal establishes new provisions related to the Audit & Supervisory Committee; establishes new provisions related to the delegation of decision-making authority for important business execution to Directors and deletes provisions related to the Audit & Supervisory Board and Audit & Supervisory Board Members; and establishes supplementary provisions as transitional measures following the deletion of provisions related to the exemption of Audit & Supervisory Board Members from liability. The proposal also establishes Article 40 in the amended Articles of Incorporation to enable decisions related to the purchase of treasury shares and dividends of surplus, etc. to be made by resolution of the Board of Directors, with the aim of facilitating more flexible capital and dividend policies. At the same time, the proposed amendment delete Article 7 of the current Articles of Incorporation, the content of which partially duplicates the proposed Article 40. Introduction of measures for providing reference documents for the general meeting of shareholders, etc. in electronic format The revised provisions set out in a proviso to Article 1 of the Supplementary Provisions of the Act Partially Amending the Companies Act (Act No. 70 of 2019) are to be enforced on September 1, 2022. Accordingly, the Company intends to establish new provisions to take measures for providing information that constitutes the content of reference documents for the general meeting of shareholders, etc. in electronic format and the provision to limit the scope of the items to be stated in the paper-based documents to be delivered to shareholders who requested the delivery of paper-based documents, and to delete the provisions for internet disclosure and deemed provision of reference documents for the general meeting of shareholders, etc. At the same time, the Company proposes to establish supplementary provisions regarding the effective date, etc. Other necessary changes in line with the above-mentioned amendment, such as adjustment of the article numbers, shall be made. Note that the effective date, etc. pertaining to (2) above in this proposed amendment to the Articles of Incorporation shall be stipulated by the provisions of Article 2 (Transitional Measures Regarding Measures for Providing Information in Electronic Format, Etc.) of the Supplementary Provisions of the proposed amendment, and the other provisions of the amendment to the Articles of Incorporation shall take effect upon the conclusion of this general meeting of shareholders. 2. Details of amendment The amendment to the Articles of Incorporation is as follows. (Underlined parts are amended.) (2) – 3 – Current Articles of Incorporation Chapter I General Provisions Articles 1 – 3 Article 4 (Organs) Proposed Amendment Chapter I General Provisions Articles 1 – 3 Article 4 (Organs) The Company shall have the following governing bodies in addition to general meetings of shareholders and Directors. The Company shall have the following governing bodies in addition to general meetings of shareholders and Directors. 1) Board of Directors 2) Audit & Supervisory Board Members 3) Audit & Supervisory Board 4) Financial Auditor 1) Board of Directors 2) Audit & Supervisory Committee 3) Financial Auditor Article 5 Article 6 Article 7 Chapter II Shares (Purchase of Treasury Shares) The Company may, by resolution of the Board of Directors, purchase treasury shares through transactions in the market, etc., pursuant to Article 165, paragraph (2) of the Companies Act. Article 5 Article 6 Chapter II Shares Articles 8 – 10 Article 11 (Shareholder Register Administrator) Articles 7 – 9 Article 10 (Shareholder Register Administrator) 1. The Company shall have a shareholder register 1. The Company shall have a shareholder register administrator. administrator. 2. The shareholder register administrator and the place of business thereof shall be designated by resolution of the Board of Directors and public notice thereof shall be given. 2. The shareholder register administrator and the place of business thereof shall be designated by resolution of the Board of Directors or decision of a Director delegated by the Board of Directors and public notice thereof shall be given. 3. 3. Articles 11 – 15 Chapter III General Meeting of Shareholders Chapter III General Meeting of Shareholders Articles 12 – 16 Article 17 (Internet Disclosure and Deemed Provision of Reference Documents for the General Meeting of Shareholders, Etc.) When the Company convenes a general meeting of shareholders, if it discloses information that is to be stated or presented in the reference documents for the general meeting of shareholders, business report, financial statements and consolidated financial statements through the internet in accordance with the provisions prescribed by the Ministry of Justice Order, it may be deemed that the Company has provided this information to shareholders. Article 16 (Measures for Providing Information in Electronic Format, Etc.) 1. When the Company convenes a general meeting of shareholders, it shall take measures for providing information that constitutes the content of reference documents for the general meeting of shareholders, etc. in electronic format. 2. Among items for which the measures for providing information in electronic format will be taken, the Company may exclude all or some of those items designated by the Ministry of Justice Order from statements in the paper-based documents to be delivered to shareholders who requested the delivery of paper-based documents by the record date of voting rights. – 4 – Articles 18 – 21 Articles 17 – 20 Current Articles of Incorporation Chapter IV Directors and Board of Directors Proposed Amendment Chapter IV Directors and Board of Directors Article 22 (Number and Term of Service of Directors) The Company shall have not more than 15 Directors. The term of service of a Director shall expire at the conclusion of the annual general meeting of shareholders for the last business year out of the business years terminating within two years after the election of the Director. The term of service of a Director elected as a substitute for another Director or to increase the number of Directors shall be the same as the remaining term of service of the predecessor or other then current Directors. Article 21 (Number and Term of Service of Directors) The Company shall have not more than 18 Directors. Among Directors, Directors who are Audit & Supervisory Committee Members shall not be more than eight. The term of service of a Director (excluding a Director who is Audit & Supervisory Committee Member) shall expire at the conclusion of the annual general meeting of shareholders for the last business year out of the business years terminating within one year after the election of the Director. The term of service of a Director who is an Audit & Supervisory Committee Member shall expire at the conclusion of the annual general meeting of shareholders for the last business year out of the business years terminating within two years after the election of the Director. The term of service of a Director who is an Audit & Supervisory Committee Member elected as a substitute for another Director who was an Audit & Supervisory Committee Member and retired before the expiration of his or her term of service shall be the same as the remaining term of service of the predecessor. 1. Directors shall be elected at a general meeting of shareholders, while making a distinction between Directors who are Audit & Supervisory Committee Members and other Directors. A resolution to elect a Director shall be made by the majority of the voting rights of the shareholders present at the meeting where the shareholders holding at least one third of the voting rights of the shareholders entitled to exercise their voting rights are present. 2. 3. Pursuant to the provisions of Article 329, paragraph (3) of the Companies Act, the Company may elect substitute Directors who are Audit & Supervisory Committee Members at a general meeting of shareholders in preparation for lacking the number of Directors who are Audit & Supervisory Committee Members stipulated by laws and regulations. 4. The effective period of the resolutions regarding the election of substitute Directors who are Audit & Supervisory Committee Members in the preceding paragraph shall expire at the time of commencement of the annual general meeting of shareholders for the last business year out of the business years terminating within two years after the resolutions. Representative Directors shall be chosen from the Directors (excluding Directors who are Audit & Supervisory Committee Members) and appointed by resolution of the Board of Directors. One Director and President shall be appointed from the Directors (excluding Directors who are Audit & Supervisory Committee Members) by resolution of the Board of Directors. One Director and Chairman, and one or a small number of Senior Executive Vice President and Directors, Senior Executive Managing Directors, and Executive Managing Directors may be appointed from Directors (excluding Directors who are Audit & Supervisory Committee Members) by resolution of the Board of Directors, as necessary. – 5 – Article 23 (Election of Directors) Article 22 (Election of Directors) 1. Directors shall be elected at a general meeting of shareholders. A resolution to elect a Director shall be made by the majority of the voting rights of the shareholders present at the meeting where the shareholders holding at least one third of the voting rights of the shareholders entitled to exercise their voting rights are present. 2. Article 24 (Representative Directors) Article 23 (Representative Directors) Representative Directors shall be appointed by resolution of the Board of Directors. Article 25 (Directors with Special Titles) Article 24 (Directors with Special Titles) One Director and President shall be appointed by resolution of the Board of Directors. One Director and Chairman, and one or a small number of Senior Executive Vice President and Directors, Senior Executive Managing Directors, and Executive Managing Directors may be appointed by resolution of the Board of Directors, as necessary. Current Articles of Incorporation Proposed Amendment Article 26 Article 27 (Notice of Meeting of the Board of Directors) Article 25 Article 26 (Notice of Meeting of the Board of Directors) 1. When a meeting of the Board of Directors is 1. When a meeting of the Board of Directors is convened, notice of the meeting shall be given to each Director and each Audit & Supervisory Board Member no later than three days before the date of the meeting. However, in urgent cases the period of notice may be reduced. convened, notice of the meeting shall be given to each Director no later than three days before the date of the meeting. However, in urgent cases the period of notice may be reduced. 2. With the consent of all Directors and Audit & 2. With the consent of all Directors, a meeting of the Supervisory Board Members, a meeting of the Board of Directors may be held without following the convening procedures. Board of Directors may be held without following the convening procedures. Articles 28 – 30 Article 31 (Minutes of Board of Directors Meetings) Articles 27 – 29 Article 30 (Minutes of Board of Directors Meetings) Minutes of Board of Directors meetings shall be created in accordance with the provisions of relevant laws and regulations, and Directors and Audit & Supervisory Board Members who attended shall affix their seal or electronic signature to the minutes. Minutes of Board of Directors meetings shall be created in accordance with the provisions of relevant laws and regulations, and Directors who attended shall affix their seal or electronic signature to the minutes. Article 32 (Remuneration Etc. for Directors) Article 31 (Remuneration Etc. for Directors) Remuneration, bonuses and other economic benefits given by the Company in consideration for the execution of duties to Directors shall distinguish between Directors who are Audit & Supervisory Committee Members and other Directors, and shall be determined by resolution of a general meeting of shareholders. Article 32 (Delegation of Decisions Regarding Execution of Important Duties) Pursuant to the provisions of Article 399-13, paragraph (6) of the Companies Act, the Company may delegate all or part of decisions regarding execution of important duties (excluding matters set forth in each of the items of paragraph (5) of the same article) to Directors by resolution of the Board of Directors. Article 33 Chapter V Audit & Supervisory Committee Remuneration, bonuses and other economic benefits given by the Company in consideration for the execution of duties (hereinafter referred to as “Remuneration, etc.”) to Directors shall be determined by resolution of a general meeting of shareholders. Article 33 Chapter V Audit & Supervisory Board Members and Audit & Supervisory Board Article 34 (Number of Audit & Supervisory Board Members and Term of Service) The Company shall have not more than five Audit & Supervisory Board Members. The term of service of an Audit & Supervisory Board Member shall expire at the conclusion of the annual general meeting of shareholders for the last business year out of the business years terminating within four years after the election of the Audit & Supervisory Board Member. The term of service of an Audit & Supervisory Board Member elected as a substitute for an Audit & Supervisory Board Member who has retired before the expiration of his or her term of service shall be the same as the remaining term of service of the predecessor. Members) 1. Audit & Supervisory Board Members shall be elected at a general meeting of shareholders. A resolution to elect an Audit & Supervisory Board Member shall be made by the majority of the voting rights of the shareholders present at the meeting where the shareholders holding at least one third of the voting rights of the shareholders entitled to exercise their voting rights are present. – 6 – Article 35 (Election of Audit & Supervisory Board Proposed Amendment Current Articles of Incorporation 2. Pursuant to the provisions of Article 329, paragraph (3) of the Companies Act, the Company may elect substitute Audit & Supervisory Board Members at a general meeting of shareholders in preparation for lacking the number of Audit & Supervisory Board Members stipulated by laws and regulations. 3. The effective period of the resolutions regarding the election of substitute Audit & Supervisory Board Members in the preceding paragraph shall expire at the time of commencement of the annual general meeting of shareholders for the last business year out of the business years terminating within four years after the resolutions. Article 36 (Full-Time Audit & Supervisory Board Article 34 (Full-Time Audit & Supervisory Committee Members) Members) The Audit & Supervisory Board shall appoint full-time Audit & Supervisory Board Member(s) by its resolution. The Audit & Supervisory Committee shall appoint full-time Audit & Supervisory Committee Member(s) by its resolution. Article 37 (Notice of Meeting of the Audit & Supervisory Article 35 (Notice of Meeting of the Audit & Supervisory Board) Committee) 1. When a meeting of the Audit & Supervisory Board is convened, notice of the meeting shall be given to each Audit & Supervisory Board Member no later than three days before the date of the meeting. However, in urgent cases the period of notice may be reduced. 1. When a meeting of the Audit & Supervisory Committee is convened, notice of the meeting shall be given to each Audit & Supervisory Committee Member no later than three days before the date of the meeting. However, in urgent cases the period of notice may be reduced. 2. With the consent of all Audit & Supervisory Board 2. With the consent of all Audit & Supervisory Members, a meeting of the Audit & Supervisory Board may be held without following the convening procedures. Committee Members, a meeting of the Audit & Supervisory Committee may be held without following the convening procedures. Article 38 (Resolutions of the Audit & Supervisory Board) Article 36 (Resolutions of the Audit & Supervisory Unless otherwise provided for by laws and regulations, resolutions of the Audit & Supervisory Board shall be made by a majority of the votes of Audit & Supervisory Board Members. Committee) Resolutions of the Audit & Supervisory Committee shall be made by a majority of the votes of the Audit & Supervisory Committee Members present at a meeting where a majority of Audit & Supervisory Committee Members entitled to participate in the vote are present. Article 39 (Regulations of the Audit & Supervisory Board) Article 37 (Regulations of the Audit & Supervisory Committee) Matters concerning the Audit & Supervisory Board shall be governed by the Regulations of the Audit & Supervisory Board established by the Audit & Supervisory Board, in addition to applicable laws and regulations and these Articles of Incorporation. Matters concerning the Audit & Supervisory Committee shall be governed by the Regulations of the Audit & Supervisory Committee established by the Audit & Supervisory Committee, in addition to applicable laws and regulations and these Articles of Incorporation. Article 40 (Minutes of Audit & Supervisory Board Article 38 (Minutes of Audit & Supervisory Committee Meetings) Meetings) Minutes of Audit & Supervisory Board meetings shall be created in accordance with the provisions of relevant laws and regulations, and Audit & Supervisory Board Members who attended shall affix their seal or electronic signature to the minutes. Minutes of Audit & Supervisory Committee meetings shall be created in accordance with the provisions of relevant laws and regulations, and Audit & Supervisory Committee Members who attended shall affix their seal or electronic signature to the minutes. Article 41 (Remuneration, etc. for Audit & Supervisory Board Members) Remuneration, etc. for Audit & Supervisory Board Members shall be determined by resolution of a general meeting of shareholders. – 7 – Article 44 (Record Date for Year-end Dividends / Interim Article 41 (Record Date for Dividends of Surplus) Current Articles of Incorporation Article 42 (Exemption of Audit & Supervisory Board Members From Liability) 1. Pursuant to the provisions of Article 426, paragraph (1) of the Companies Act, the Company may, by resolution of the Board of Directors, exempt an Audit & Supervisory Board Member (including a person who was formerly an Audit & Supervisory Board Member) from his or her liability for damages under Article 423, paragraph (1) of the same act, to the extent permitted by laws and regulations. 2. Pursuant to the provisions of Article 427, paragraph (1) of the Companies Act, the Company may enter into an agreement with an Audit & Supervisory Board Member to limit his or her liability for damages under Article 423, paragraph (1) of the same act. However, the maximum amount of liability for damages covered by such agreements shall be the amount set forth in laws and regulations. Article 43 Chapter VI Accounts Dividends) 1. The record date for year-end dividends of surplus of the Company shall be January 31 of each year. 2. The Company may, by resolution of the Board of Directors, pay interim dividends with a record date of July 31 each year. 3. Article 45 Proposed Amendment Chapter VI Accounts Article 39 Article 40 (Organization Determining Dividends of Surplus, Etc.) Unless otherwise provided for by laws and regulations, the Company may determine matters set forth in each of the items in Article 459, paragraph (1) of the Companies Act, such as dividends of surplus, by resolution of the Board of Directors. 1. The record date for year-end dividends of the Company shall be January 31 of each year. 2. The record date for interim dividends of the Company shall be July 31 of each year. Article 42 In addition to the provisions of the preceding two paragraphs, the Company may pay dividends of surplus by setting a record date. Supplementary Provisions Article 1 (Transitional Measures for the Exemption of Audit & Supervisory Board Members From Liability) 1. Pursuant to the provisions of Article 426, paragraph (1) of the Companies Act, the Company may, by resolution of the Board of Directors, exempt the liability for damages incurred by an Audit & Supervisory Board Member (including a person who was formerly an Audit & Supervisory Board Member) before the amendment of the Articles of Incorporation resolved at the 88th annual general meeting of shareholders came into effect to the extent permitted by laws and regulations. – 8 – Current Articles of Incorporation Proposed Amendment Article 2 2. Agreements limiting the liability for damages under Article 423, paragraph (1) of the Companies Act, which arise from actions of Audit & Supervisory Board Members (including a person who was formerly an Audit & Supervisory Board Member) before the conclusion of the 88th annual general meeting of shareholders, shall be governed by the provisions of Article 42, paragraph (2) of the pre-amended Articles of Incorporation by resolution of said 88th annual general meeting of shareholders. (Transitional Measures Regarding Measures for Providing Information in Electronic Format, Etc.) 1. The deletion of Article 17 (Internet Disclosure and Deemed Provision of Reference Documents for the General Meeting of Shareholders, Etc.) of the current Articles of Incorporation and the establishment of Article 16 (Measures for Providing Information in Electronic Format, Etc.) in the amended Articles of Incorporation shall be effective from the enforcement date of September 1, 2022 provided for in the proviso to Article 1 of the Supplementary Provisions of the Act Partially Amending the Companies Act (Act No. 70 of 2019) (hereinafter referred to as the “Date of Enforcement”). 2. Notwithstanding the provision of the preceding paragraph, Article 17 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. Article 2 of the Supplementary Provisions shall be deleted on the date when six months have elapsed from the Date of Enforcement or three months have elapsed from the date of the general meeting of shareholders in the preceding paragraph, whichever is later. Note: Some underlining does not coincide with the Japanese version because of translation adjustments. – 9 – Proposal No. 3 Election of Six Directors (Excluding Directors Who Are Audit & Supervisory Committee Members) If Proposal No. 2 “Amendment to the Articles of Incorporation” is approved and adopted in its original form, the Company will make the transition to a company with audit and supervisory committee. The terms of office of all 11 Directors will expire at the conclusion of this General Meeting. We thus propose that six Directors (excluding Directors who are Audit & Supervisory Committee Members; applicable to the rest of this proposal) be elected. This proposal can take effect subject to condition that the amendment to the Articles of Incorporation of Proposal No. 2 “Amendment to the Articles of Incorporation” takes effect. The candidates for Director are as follows: Candidate No. Name Current position in the Company 1 2 3 4 5 6 Yasunari Mitsui Masanori Kuriyama Kozo Mitsui Toshiaki Kusano Tomomi Funakoshi Masahide Kyo President and Representative Director Executive Managing Director Executive Managing Director Director Director Director Reelection Reelection Reelection Reelection Reelection Reelection – 10 – Candidate No. Career summary, and position and responsibility 1 Reelection April 1993 Joined the Company April 2000 Director April 2002 Retired as Director Senior Executive Officer February 2003 Managing Executive Officer April 2005 Director Executive Managing Director Yasunari Mitsui Male Born on November 17, 1968 (53 years old) ■ Tenure as Director 19 years 100% (14/14) 1,161,213 shares ■ Number of the Company’s shares owned ■ Significant concurrent positions outside the Company President and Representative Director of Mitsui Create Co., Ltd. April 2010 President and Representative Director of the Company (current position) Reasons for nomination as candidate for Director Since being elected President and Representative Director in 2010, Yasunari Mitsui has worked steadily to enhance corporate value by driving initiatives to address a variety of management issues, demonstrated strong leadership, and achieved outstanding results, while providing appropriate oversight from a global perspective of the business execution of the Group. We propose his reelection as Director because we believe that his extensive experience and wide-ranging insights are vital for the management of the Company. ■ Attendance at Board of Directors meetings June 2007 President and Representative Director of Mitsui Create Co., Ltd. (current position) April 2006 Senior Executive Vice President and Representative Director Candidate No. Career summary, and position and responsibility 2 Reelection ■ Attendance at Board of Directors meetings April 2012 Masanori Kuriyama Male Born on January 5, 1953 (69 years old) ■ Tenure as Director 10 years ■ Number of the Company’s shares owned ■ Significant concurrent positions outside 100% (14/14) 4,574 shares the Company – April 1971 Joined the Company March 2001 Senior Manager of Tooling Production Dept., Tooling Div., Precision Business Unit February 2002 Senior Manager of Tooling Production Dept., Tooling Div., Tooling Business Unit February 2003 Executive Officer February 2005 Deputy Senior General Manager of Tooling Business Unit February 2010 Senior Executive Officer Director Senior General Manager of Tooling Business Unit (current position) April 2016 Executive Managing Director (current position) Reasons for nomination as candidate for Director With the experience, track record and deep insights in the tooling business etc. that he has accumulated over many years, we judge that Masanori Kuriyama’s character makes him well-qualified to play a part in the management of the Company. Given the outstanding management capability developed through his experience as Senior Manager of the Tooling Production Dept. and Senior General Manager of the Tooling Business Unit etc. we nominate Masanori Kuriyama for reelection as Director. – 11 – Candidate No. Career summary, and position and responsibility 3 Reelection ■ Attendance at Board of Directors meetings April 2019 Kozo Mitsui Male Born on December 3, 1971 (50 years old) ■ Tenure as Director 3 years 100% (14/14) 676,295 shares ■ Number of the Company’s shares owned ■ Significant concurrent positions outside the Company Director of Mitsui Create Co., Ltd. April 1996 Joined MITSUI & CO., LTD. April 2008 July 2011 Seconded to Mitsui & Co. Steel Ltd. General Manager of Flat Steel Products Div., Unit II Seconded to MITSUI & CO. (THAILAND) LTD. Deputy Manager of Iron & Steel Div. October 2012 Seconded to Bangkok Eastern Coil Center Co., Ltd. Vice President and Director November 2013 Director of Mitsui Create Co., Ltd. (current position) April 2018 Seconded to Mitsui & Co. Steel Ltd. General Manager of Domestic Business Control Div. of Planning & Coordination Unit March 2019 Retired from MITSUI & CO., LTD. Joined the Company Director Senior General Manager of General Administration Unit (current position) April 2020 Executive Managing Director (current position) Reasons for nomination as candidate for Director With the experience, track record and deep insights in the general administration division etc. that he has accumulated over many years, we judge that Kozo Mitsui’s character makes him well-qualified to play a part in the management of the Company. Given the outstanding management capability developed through his experience as the vice president of an overseas affiliate and the general manager of the business control division of a domestic subsidiary for the company in which he previously served, as well as in his role as Senior General Manager of the General Administration Unit of the Company, we nominate Kozo Mitsui for reelection as Director. – 12 – Candidate No. Career summary, and position and responsibility 4 Reelection February 2002 Senior Manager of IC Business Div., Electronics Business Unit April 1981 Joined the Company April 2002 Executive Officer Toshiaki Kusano Male Born on October 17, 1956 (65 years old) ■ Tenure as Director 6 years February 2004 Senior Manager of ST (current Stamped Leadframe) Div., LF (current Leadframe) Business Unit May 2006 President of Mitsui High-tec (Singapore) Pte. Ltd. February 2011 Senior Manager of EG (current Etched Leadframe) Div., LF (current Leadframe) Business Unit of the Company February 2016 Deputy Senior General Manager of Leadframe Business Unit ■ Attendance at Board of Directors meetings April 2016 Director (current position) ■ Number of the Company’s shares owned ■ Significant concurrent positions outside 100% (14/14) 4,449 shares the Company – September 2017 Senior General Manager of Leadframe Business Unit February 2019 Senior General Manager of Corporate Quality Assurance Unit (current position) Reasons for nomination as candidate for Director With the experience, track record and deep insights in the tooling business etc. that he has accumulated over many years, we judge that Toshiaki Kusano’s character makes him well-qualified to play a part in the management of the Company. Given the outstanding management capability developed through his experience as president of an overseas subsidiary, Senior General Manager of the Leadframe Business Unit and Senior General Manager of the Corporate Quality Assurance Unit etc. we nominate Toshiaki Kusano as a candidate for reelection as Director. Candidate No. Career summary, and position and responsibility 5 Reelection Tomomi Funakoshi Male Born on January 7, 1966 (56 years old) ■ Tenure as Director 3 years April 1990 Joined the Company February 2005 President of Mitsui High-tec (Taiwan) Co., Ltd. July 2011 Senior Manager of Corporate Quality Assurance Dept., Corporate Quality Assurance Div. of the Company September 2017 Executive Officer Senior Manager of Corporate Quality Assurance Div. June 2018 Senior Manager of Stamped Leadframe Div., Leadframe Business Unit ■ Attendance at Board of Directors meetings February 2019 Senior General Manager of Leadframe Business Unit (current position) ■ Number of the Company’s shares owned Reasons for nomination as candidate for Director April 2019 Director (current position) 100% (14/14) 1,445 the Company – ■ Significant concurrent positions outside With the experience, track record and deep insights in the leadframe business etc. that he has accumulated over many years, we judge that Tomomi Funakoshi’s character makes him well-qualified to play a part in the management of the Company. Given the outstanding management capability developed through his experience as president of an overseas subsidiary and as Senior General Manager of the Leadframe Business Unit etc. we nominate Tomomi Funakoshi for reelection as Director. – 13 – Candidate No. Career summary, and position and responsibility 6 Reelection ■ Attendance at Board of Directors meetings March 2015 President of Mitsui High-tec (Shanghai) Co., Ltd. November 2020 Executive Officer of the Company Masahide Kyo Male Born on January 23, 1960 (62 years old) ■ Tenure as Director 1 year ■ Number of the Company’s shares owned ■ Significant concurrent positions outside 100% (10/10) 1,822 shares the Company – April 1985 Joined the Company February 2006 Senior Manager of Control Dept. of Electric Machine Div. of Tooling Business Unit November 2009 Senior Manager of Production Dept. of Electric Machine Div. of Tooling Business Unit February 2011 Senior Manager of Production Dept. of Electric Machine Div. of Motor Core Business Unit October 2014 Senior Manager of Engineering Dept. of Electric Machine Div. of Motor Core Business Unit April 2021 Deputy Senior General Manager of Motor Core Business Unit Director (current position) Senior General Manager of Motor Core Business Unit (current position) Reasons for nomination as candidate for Director With the experience, track record and deep insights in the motor core business etc. that he has accumulated over many years, we judge that Masahide Kyo’s character makes him well-qualified to play a part in the management of the Company. Given the outstanding management capability developed through his experience as president of an overseas subsidiary and Senior General Manager of the Motor Core Business Unit etc. we nominate Masahide Kyo for reelection as Director. Notes: 1. There is no special interest between any of the candidates and the Company. 2. The number of the Company’s shares owned includes the shares owned through the Officers Shareholding Association. (Any shares less than 1 share are rounded down.) 3. The Company has entered into a directors and officers liability insurance (“D&O insurance”) policy as provided for in Article 430-3, paragraph (1) of the Companies Act with an insurance company, thereby covering legally mandated amount of losses and costs incurred by the insureds. The Company plans to include each candidate as an insured in the insurance policy and renew the said policy during their terms of office. – 14 – Proposal No. 4 Election of Seven Directors Who Are Audit & Supervisory Committee Members If Proposal No. 2 “Amendment to the Articles of Incorporation” is approved and adopted in its original form, the Company will make the transition to a company with audit and supervisory committee. Therefore, the Company proposes the election of seven Directors who are Audit & Supervisory Committee Members. This proposal can take effect subject to condition that the amendment to the Articles of Incorporation of Proposal No. 2 “Amendment to the Articles of Incorporation” takes effect. Candidates for the role of Director who is an Audit & Supervisory Committee Member are as follows: In addition, the consent of the Audit & Supervisory Board has been obtained for the submission of this proposal. Candidate No. Name Current position in the Company Hiroyuki Shirakawa Full-time Audit & Supervisory Board Member Chiaki Kubota Full-time Audit & Supervisory Board Member Kuniaki Kumamaru Independent Outside Director Outside Independent Osami Yoshida Independent Outside Director Outside Independent Yoko Maeda Independent Outside Director Outside Independent Tomoyuki Fukumoto Tatsuya Motoda Outside Independent Outside Independent New election New election New election New election New election New election New election 1 2 3 4 5 6 7 – 15 – Candidate No. Career summary, and position and responsibility 1 ■ Tenure as Audit & Supervisory Board February 2005 Senior Manager of Strategic Corporate Planning Div. New election Hiroyuki Shirakawa Male Born on August 9, 1958 (63 years old) ■ Attendance at Board of Directors meetings ■ Attendance at Audit & Supervisory Board ■ Number of the Company’s shares owned ■ Significant concurrent positions outside Member 3 years 100% (14/14) meetings 100% (10/10) 9,382 shares the Company – April 1981 Joined the Company December 1996 Senior Manager of Owner’s Office, General Administration Unit June 2000 Senior Manager of Material Dept. April 2002 Executive Officer August 2011 Deputy Senior General Manager of General Administration Unit April 2012 Director Senior General Manager of General Administration Unit April 2019 Full-time Audit & Supervisory Board Member (current position) Reasons for nomination as candidate for Director who is an Audit & Supervisory Committee Member Hiroyuki Shirakawa has been involved in the management of the Company for many years as Director in charge of the general administration division, and has accumulated extensive experience and deep insights. The Company proposes his election as a Director who is an Audit & Supervisory Committee Member because it believes that his experience and insights are vital for the strengthening of the decision-making function of the Board of Directors and for auditing and oversight of the Company’s management. Candidate No. Career summary, and position and responsibility 2 New election Chiaki Kubota Male Born on September 24, 1959 (62 years old) April 1983 Joined the Company March 2001 Senior Manager of Strategic Corporate Planning Div., General Administration Unit February 2005 Senior Manager of Planning Dept., Strategic Corporate Planning Div. ■ Tenure as Audit & Supervisory Board August 2011 Acting Senior Manager of Strategic Corporate Planning Div., General Administration Unit ■ Attendance at Board of Directors meetings April 2012 Acting Senior Manager of Finance Control Div., General Administration Unit November 2012 Senior Manager of Finance Control Div., General Administration ■ Attendance at Audit & Supervisory Board June 2018 Executive Officer Unit ■ Number of the Company’s shares owned ■ Significant concurrent positions outside April 2021 Full-time Audit & Supervisory Board Member (current position) Reasons for nomination as candidate for Director who is an Audit & Supervisory Committee Member Chiaki Kubota has been involved in the corporate planning and financial control operations of the Company for many years, and has accumulated extensive experience and deep insights. The Company proposes his election as a Director who is an Audit & Supervisory Committee Member because it believes that his experience and insights are vital for the strengthening of the decision-making function of the Board of Directors and for auditing and oversight of the Company’s management. Member 1 year 100% (10/10) meetings 100% (6/6) 1,117 shares the Company – – 16 – Candidate No. Career summary, and position and responsibility 3 New election Outside Independent April 1976 Joined Toshiba Corporation October 2000 General Manager of Kitakyushu Plant of Semiconductor Company of Toshiba Corporation April 2002 General Manager of Oita Operations of Semiconductor Company of Toshiba Corporation Kuniaki Kumamaru Male Born on July 14, 1952 (69 years old) ■ Tenure as Director 6 years ■ Attendance at Board of Directors meetings April 2005 President of Toshiba Electronics Malaysia Sdn. Bhd. May 2007 April 2008 General Manager of Production of Semiconductor Company of Toshiba Corporation General Manager of Corporate New Lighting System Business Control Div., Toshiba Corporation July 2012 Retired from Toshiba Corporation at mandatory age August 2012 Assistant to General Manager of Business Div., Semiconductor Company, Toshiba Corporation (part-time) March 2015 Retired from Semiconductor Company, Toshiba Corporation ■ Number of the Company’s shares owned ■ Significant concurrent positions outside 100% (14/14) – shares the Company – April 2016 Outside Director of the Company (current position) Reasons for nomination as candidate for Outside Director who is Audit & Supervisory Committee Member and overview of the expected role Kuniaki Kumamaru served as the general manager of certain plants and was also in charge of production for the Semiconductor Company of Toshiba Corporation, as well as serving as the president of Toshiba Electronics Malaysia Sdn. Bhd., resulting in him accumulating extensive knowledge and experience not only of the development and manufacturing of semiconductor products, but also of corporate management. The Company proposes his reelection as an Outside Director who is an Audit & Supervisory Committee Member in order that it may continue to leverage his knowledge and benefit from his informative comments and opinions on management in general, and because it expects him to use his extensive experience and deep insights from an independent viewpoint to influence the auditing and oversight of the Company’s management. – 17 – Candidate No. Career summary, and position and responsibility 4 New election Outside Independent Osami Yoshida Male Born on November 4, 1950 (71 years old) ■ Tenure as Director 2 years ■ Attendance at Board of Directors meetings 100% (14/14) – shares ■ Number of the Company’s shares owned June 2018 ■ Significant concurrent positions outside the Company Outside Corporate Auditor of CONEXIO Corporation March 1977 Joined Tohmatsu Awoki & Co. (current Deloitte Touche Tohmatsu LLC) September 1982 Registered as Certified Public Accountant September 1997 Representative Partner of Tohmatsu & Co. (current Deloitte Touche Tohmatsu LLC) June 2007 August 2010 Member of management meeting and Chief Operating Officer of Human Resources Division of Deloitte Touche Tohmatsu LLC President and Representative Director of Tohmatsu e-Learning Solutions Co., Ltd. October 2010 Head of CSR Promotion Office, Deloitte Touche Tohmatsu LLC November 2013 Retired from Deloitte Touche Tohmatsu LLC December 2013 Established Yoshida Certified Public Accountant Office, President (current position) March 2014 Outside Audit & Supervisory Board Member of Canon Inc. September 2017 Specially-appointed Professor of Graduate School of Professional Accountancy of Aoyama Gakuin University Outside Corporate Auditor of CONEXIO Corporation (current position) April 2020 Outside Director of the Company (current position) Reasons for nomination as candidate for Outside Director who is Audit & Supervisory Committee Member and overview of the expected role In addition to his extensive professional expertise in corporate accounting as a certified public accountant, Osami Yoshida has accumulated deep insights into CSR and corporate management in general. The Company proposes his reelection as an Outside Director who is an Audit & Supervisory Committee Member in order that it may continue to leverage his knowledge and benefit from his informative comments and opinions on management in general, and because it expects him to use his extensive experience and deep insights from an independent viewpoint to influence the auditing and oversight of the Company’s management. – 18 – Candidate No. Career summary, and position and responsibility 5 New election Outside Independent ■ Attendance at Board of Directors meetings Reasons for nomination as candidate for Outside Director who is Audit & Supervisory Committee Member and overview of the expected role October 2003 Admitted to practice law in Japan October 2003 Joined Nishimura & Asahi July 2010 Joined Debevoise & Plimpton, LLP, New York, USA March 2011 Admitted to practice law in New York, USA January 2012 Joined Singapore International Arbitration Centre, Singapore July 2015 July 2018 Joined City-Yuwa Partners (current position) Court Member (Alternate), ICC International Court of Arbitration, Japan (current position) April 2021 Outside Director of the Company (current position) Yoko Maeda is an attorney specializing predominantly in the fields of international and Japanese dispute resolution, and as such she possesses extensive experience and a high degree of expertise in litigation, risk management, international transactions and other areas. The Company proposes her reelection as an Outside Director who is an Audit & Supervisory Committee Member in order that it may continue to leverage her knowledge and benefit from her informative comments and opinions on management in general, and because it expects her to use her extensive experience and deep insights from an independent viewpoint to influence the auditing and oversight of the Company’s management. Yoko Maeda has never been involved in the management of a company except as an outside officer. However, the Company judges she will appropriately fulfill her duties as an Outside Director who is Audit & Supervisory Committee Member based on the above reasons. Yoko Maeda Female Born on October 17, 1978 (43 years old) ■ Tenure as Director 1 year ■ Number of the Company’s shares owned ■ Significant concurrent positions outside 100% (10/10) – shares the Company – – 19 – Candidate No. Career summary, and position and responsibility 6 New election Outside Independent April 1989 Joined the Bank of Japan October 2000 August 2008 July 2010 First secretary of the Japanese Embassy in China (on permanent reassignment from the Bank of Japan) International Department of the Bank of Japan (Research fellow at Harvard Kennedy School) Head of Planning and Administration Division of International Department of the Bank of Japan October 2012 Chief representative of Beijing Office of the Bank of Japan September 2015 Branch Manager of Kitakyushu Branch of the Bank of Japan June 2017 Deputy Director-General of International Department of the Bank of Japan (General Manager in charge of Asia) January 2020 Director-General of International Department of the Bank of Japan April 2021 May 2021 Professor of Faculty of Economics of Osaka University of Economics (current position) Senior fellow of Industrial Growth Platform, Inc. (current position) Research fellow of the Tokyo Foundation for Policy Research (current position) Reasons for nomination as candidate for Outside Director who is Audit & Supervisory Committee Member and overview of the expected role Having served as Director-General of International Department and in other roles at the Bank of Japan, Tomoyuki Fukumoto has unparalleled knowledge and experience of international finance and economics, and as a university professor engaged in researching the finance and economics of China, he is also deeply versed in matters related to business in China and Asia. The Company proposes his election as an Outside Director who is an Audit & Supervisory Committee Member in order that it may leverage his knowledge and benefit from his informative comments and opinions on management in general, and because it expects him to use his extensive experience and deep insights from an independent viewpoint to influence the auditing and oversight of the Company’s management. Tomoyuki Fukumoto has never been directly involved in the management of a company. However, the Company judges he will appropriately fulfill his duties as an Outside Director who is Audit & Supervisory Committee Member based on the above reasons. Tomoyuki Fukumoto Male Born on November 23, 1966 (55 years old) ■ Tenure as Director – years – shares ■ Significant concurrent positions outside the Company Professor of Faculty of Economics of Osaka University of Economics ■ Number of the Company’s shares owned October 2021 – 20 – Candidate No. Career summary, and position and responsibility 7 New election Outside Independent Tatsuya Motoda Male Born on September 9, 1969 (52 years old) ■ Tenure as Director – years ■ Number of the Company’s shares owned 500 shares ■ Significant concurrent positions outside the Company Outside Director of TS TECH Co., Ltd. Outside Director of Global Information, Inc. May 1993 Joined Andersen Consulting (current Accenture Japan Ltd) September 1999 Joined Tsuji CPA Accounting Office (current Hongo Tsuji Tax & Consulting) September 2005 General Manager of Operations Management Department of Tsuji CPA Accounting Office April 2007 General Manager of International Tax Affairs Department of Tsuji CPA Accounting Office October 2008 Registration as Tax Accountant April 2014 June 2014 July 2018 June 2021 Representative Tax Accountant of Motoda Tax & Accounting Office (current position) Outside Auditor of TS TECH Co., Ltd. Outside Auditor of Global Information, Inc. Outside Director, Audit And Supervisory Committee Member of TS TECH Co., Ltd. (current position) March 2022 Outside Director, Audit And Supervisory Committee Member of Global Information, Inc. (current position) Reasons for nomination as candidate for Outside Director who is Audit & Supervisory Committee Member and overview of the expected role In addition to his professional expertise in accounting and taxation as a tax accountant, Tatsuya Motoda has accumulated extensive experience and deep insights into corporate management in general. The Company proposes his election as an Outside Director who is an Audit & Supervisory Committee Member in order that it may leverage his knowledge and benefit from his informative comments and opinions on management in general, and because it expects him to use his extensive experience and deep insights from an independent viewpoint to influence the auditing and oversight of the Company’s management. Tatsuya Motoda has never been involved in the management of a company except as an outside officer. However, the Company judges he will appropriately fulfill his duties as an Outside Director who is Audit & Supervisory Committee Member based on the above reasons. Notes: 1. There is no special interest between any of the candidates and the Company. 2. The number of the Company’s shares owned includes the shares owned through the Officers Shareholding Association. (Any shares less than 1 share are rounded down.) 3. Kuniaki Kumamaru, Osami Yoshida, Yoko Maeda, Tomoyuki Fukumoto and Tatsuya Motoda are candidates for Outside Director. Furthermore, the Company registered Kuniaki Kumamaru, Osami Yoshida, and Yoko Maeda as independent officers as provided for by Tokyo Stock Exchange, Inc., and, if their election is approved, the Company plans to submit notification to the aforementioned exchange concerning their continued designation as independent officers. Furthermore, Tomoyuki Fukumoto and Tatsuya Motoda satisfy the requirements for independent officers as provided for by the Tokyo Stock Exchange, and the Company plans to submit notification to the exchange concerning their designation as independent officers upon approval of their election. In accordance with Article 427, paragraph (1) of the Companies Act, the Company has entered into an agreement with Kuniaki Kumamaru, Osami Yoshida and Yoko Maeda to limit their liability for damages under Article 423, paragraph (1) of the Act. The maximum amount of liability for damages under this agreement will be limited within an amount prescribed by laws and regulations. If their reelection is approved, the Company plans to renew this agreement with them. In the event that the election of Hiroyuki Shirakawa, Chiaki Kubota, Tomoyuki Fukumoto, and Tatsuya Motoda is approved under this proposal, the Company will enter into new limited liability agreements with each of them. 4. 5. Pursuant to Article 430-3, paragraph (1) of the Companies Act, the Company has entered into a liability insurance agreement for officers, etc. with an insurance company, under the terms of which the insured are covered for damages arising from legal action and legal expenses for which they would be liable. All of the candidates are included in the liability insurance agreement, and the Company intends to renew this agreement during their terms of service. 6. Yoko Maeda’s name in her family register is Yoko Motoyanagi. – 21 – (Reference) In the event that Proposals No. 3 and Proposal No. 4 are approved and adopted in their original form, the composition, expertise, and experience of the Board of Directors (skill matrix) will be as follows. Name Current position in the Company Corporate management Sales Marketing Finance & Accounting Legal affairs Internal control Governance Overseas experience Internationalism Mitsui High-tec business Management Technology Research & Development Yasunari Mitsui President and Masanori Kuriyama Kozo Mitsui Representative Director Executive Managing Director Executive Managing Director Toshiaki Kusano Director Tomomi Funakoshi Director Masahide Kyo Director Hiroyuki Shirakawa Chiaki Kubota Director Director Full-time Audit & Supervisory Committee Member Full-time Audit & Supervisory Committee Member Outside Director Audit & Supervisory Committee Member Audit & Supervisory Committee Member Outside Director Audit & Supervisory Committee Member Outside Director Audit & Supervisory Committee Member Audit & Supervisory Committee Member Osami Yoshida Outside Director Kuniaki Kumamaru Yoko Maeda Tomoyuki Fukumoto Tatsuya Motoda Outside Director ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ – 22 – Proposal No. 5 Determination of Remuneration Amount for Directors (Excluding Directors Who Are Audit & Supervisory Committee Members) If Proposal No. 2 “Amendment to the Articles of Incorporation” is approved and adopted in its original form, the Company will make the transition to a company with audit and supervisory committee. The amount of remuneration, etc. for the Company’s Directors was approved as no more than ¥350 million annually at the 73rd Annual General Meeting of Shareholders held on April 24, 2007, and this has been implemented to date. In addition to proposing that the Retirement Benefit Plan for Officers be abolished at the conclusion of this General Meeting of Shareholders, the Company proposes that remuneration for Directors should consist of fixed remuneration and performance-linked bonuses, and that changes should be implemented in the remuneration plan for officers that determines payments such that performance-linked remuneration is calculated based on certain metrics in order to further increase the motivation to improve performance. Performance-linked bonuses shall be paid to executive Directors. Accordingly, the Company proposes that, pursuant to Article 361, paragraphs (1) and (2) of the Companies Act, the current amount of remuneration, etc. for Directors be replaced with an annual amount of remuneration, etc. of no more than ¥400 million (including a portion of no more than ¥50 million for Outside Directors) for Directors who are not Audit & Supervisory Committee Members. The portion of employee salaries of directors who concurrently serve as employees is not included in the remuneration, etc. for Directors who are not Audit & Supervisory Committee Members. This proposal was determined after taking into account a comprehensive range of factors such as the scale of the Company’s business, the remuneration scheme and the level of payments to officers, the current number of officers and the trend in that number going forwards, and it has been judged to be reasonable by the Board of Directors. Also, in the event that this proposal is approved, the “Policy for determining the details of remuneration, etc. for individual Directors” will be revised based on the “Basic policy for Director remuneration” on page 29, “(Reference)”. The number of Directors is currently 11 (including three Outside Directors). Subject to the approval and adoption of Proposal No. 2 and Proposal No. 3 in their original form, the number of Directors who are not Audit & Supervisory Committee Members will be six (of whom none are Outside Directors). This proposal can take effect subject to condition that the amendment to the Articles of Incorporation of Proposal No. 2 “Amendment to the Articles of Incorporation” takes effect. Proposal No. 6 Determination of Remuneration Amount for Directors Who Are Audit & Supervisory Committee Members If Proposal No. 2 “Amendment to the Articles of Incorporation” is approved and adopted in its original form, the Company will make the transition to a company with audit and supervisory committee. Accordingly, pursuant to Article 361, paragraphs (1) and (2) of the Companies Act, and also taking into account various factors related to the economic situation, etc., the Company proposes that the amount of remuneration, etc. for Directors who are Audit & Supervisory Committee Members be set to no more than ¥100 million (including a portion of no more than ¥60 million for Outside Directors). This proposal was determined after taking into account a comprehensive range of factors such as the scale of the Company’s business, the remuneration scheme and the level of payments to officers, the current number of officers and the trend in that number going forwards, and it has been judged to be reasonable by the Board of Directors. If Proposal No. 2 and Proposal No. 4 are approved and adopted in their original form, the number of Directors who are Audit & Supervisory Committee Members