積水ハウス(1928) – Notice of Convocation Annual General Meeting 2022

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開示日時:2022/03/29 08:00:00

損益

決算期 売上高 営業益 経常益 EPS
2018.01 215,936,300 19,554,100 19,410,000 192.82
2019.01 216,031,600 18,922,300 18,868,800 186.29
2020.01 241,518,600 20,525,700 20,183,300 205.57
2021.01 244,690,400 18,651,900 18,548,400 181.02

※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
2,312.5 2,362.19 2,317.1426 10.13 9.48

※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
2018.01 10,245,600 16,535,500
2019.01 7,121,100 12,508,800
2020.01 29,714,400 36,376,600
2021.01 10,448,200 19,197,200

※金額の単位は[万円]

▼テキスト箇所の抽出

Sekisui House, Ltd. Yoshihiro Nakai Representative Director Sekisui House, Ltd. 1-88, Oyodonaka 1-chome, Kita-ku, Osaka (Securities Code: 1928) March 30, 2022 NOTICE OF THE 71ST ORDINARY GENERAL MEETING OF SHAREHOLDERS We express our deep appreciation to each of the shareholders for your extraordinary support. The 71st Ordinary General Meeting of Shareholders of Sekisui House, Ltd. (the “Company” or “Sekisui House”) is to be held as stated below. Instead of attending the meeting in person, you may also review the enclosed “Reference Documents for General Meeting of Shareholders” and exercise your voting rights in writing or via the Internet by 6:00 p.m. on Monday, April 25, 2022. (Unless otherwise noted, all the times shown in this Notice are in Japan Standard Time.) 1. Date and Time: 10:00 a.m., Tuesday, April 26, 2022 2. Place of the Meeting: The Westin Osaka, 2nd Floor, Rose Room, 1-20, Oyodonaka 1-chome, Kita-ku, Osaka, Japan Note: If the Rose Room exceeds its maximum occupancy, the Company will guide shareholders to a second venue or another location. We appreciate your understanding. 3. Agenda: Items for reporting: 1. Reports on the Business Report, the Consolidated Financial Statements and the Non-Consolidated Financial Statements for the 71st fiscal year (February 1, 2021 – January 31, 2022) 2. Report on the Results of Audit conducted by the Accounting Auditor and the Audit & Supervisory Board with respect to the Consolidated Financial Statements for the 71st fiscal year (February 1, 2021 – January Proposals to be tabled: Proposal No. 1 Proposal No. 2 Proposal No. 3 Proposal No. 4 31, 2022) Appropriation of Surplus Partial Amendments to the Articles of Incorporation Election of Ten (10) Directors Election of Two (2) Audit & Supervisory Board Members [Translation: Please note that this document purports to be a translation from the Japanese original Notice of the 71st Ordinary General Meeting of Shareholders of Sekisui House, Ltd. prepared for the convenience of non-Japanese readers. In the case of any discrepancy between the translation and the Japanese original, the latter shall prevail. Please also be advised that certain statements regarding voting procedures for domestic shareholders are not applicable to the shareholders outside Japan.] 4. Guidelines of the Exercise of Voting Rights: Please exercise your voting rights after reviewing the“ Reference Documents for General Meeting of Shareholders. ” In addition to attending the General Meeting of Shareholders in person, the following two methods are available for exercising your voting rights. This year, in order to prevent the spread of COVID-19, we would like to ask you to exercise your voting rights in advance in writing or via the Internet as shown below. In writing Via the Internet Exercise deadline: Votes must be received by 6:00 p.m. on Monday, April 25, 2022 Please indicate on the enclosed voting form whether you approve or disapprove the proposals listed, and return it so that your vote is received by the exercise deadline above. Handling of votes when voting rights are exercised more than once Exercise deadline: The exercise of a voting right via the Internet, must be completed by 6:00 p.m. on Monday, April 25, 2022. Please see the next page for details. (1) In case that a voting right is exercised both in writing and via the Internet, only the vote registered via the Internet will be recognized as valid. (2) In case that a voting right is exercised more than once via the Internet, only the last vote will be recognized as valid. ● The “Outlines of Stock Acquisition Rights” and the “System to Ensure the Due Execution of Duties and the Status of Its Implementation” in the Business Report, the “Consolidated Statements of Changes in Net Assets” and the “Notes to Consolidated Financial Statements” in the Consolidated Financial Statements, and the “Non-Consolidated Statements of Changes in Net Assets” and the “Notes to Non-Consolidated Financial Statements” in the Non-Consolidated Financial Statements are provided to shareholders by posting them on the Company’s website pursuant to the relevant laws and regulations, and Article 16 of the Articles of Incorporation of the Company. Note that the Business Report, Consolidated Financial Statements and Non-Consolidated Financial Statements audited by the Audit & Supervisory Board Members and the Accounting Auditor, and the documents which are set out in the attached documents to this Notice are published on the Company’s website. In the event that it becomes necessary to revise any item in the Reference Documents for General Meeting of Shareholders, Business Report, Consolidated Financial Statements, and Non-Consolidated Financial Statements, the revised items will be posted on the Company’s website on the Internet. ● The Company’s website https://www.sekisuihouse.co.jp/english/company/financial/holders/meeting/index.html * If attending the meeting in person, please submit the enclosed voting form to the receptionist at the meeting. * The results of the resolution at the General Meeting of Shareholders will be posted on the Company’s website. 1Guidelines regarding the exercise of a voting right via the Internet: The exercise of a voting right via the Internet, must be completed by 6:00 p.m. on Monday, April 25, 2022 (1) Access the website for exercising votes using QR code: i) By scanning the QR code shown on the voting form, you can log in to the website for exercising votes without the log-in ID and temporary password shown on the form. *The “QR code” is a registered trademark of DENSO WAVE INCORPORATED. ii) Please indicate whether you approve or disapprove the items on the agenda by following the instructions on the display screen. * Log-in using the QR code is available once only. If you wish to exercise your voting rights again, please follow the instructions below. (2) Access the website for exercising votes using the log-in ID and temporary password: i) Please access the website using the following URL. https://evote.tr.mufg.jp/ Log in using the log-in ID and temporary password which are shown on the voting form and press the login button. ii) iii) Please enter a new password and press the send button. iv) Please indicate whether you approve or disapprove the items on the agenda by following the instructions on the display screen. Depending on the Internet connection of your computer or smart phone, the website for exercising votes may not be available. Inquiries regarding the exercise of a voting right via the Internet: Mitsubishi UFJ Trust and Banking Corporation Corporate Agency Service Support: 0120 (173) 027 * Business Hours: from 9:00 a.m. to 9:00 p.m. (toll free; within Japan only) (4) To institutional investors Institutional investors are entitled to use the Electronic Voting Platform operated by ICJ to electronically exercise your voting rights for this General Meeting of Shareholders. * The service is available in Japanese only. (3) 2Reference Documents for General Meeting of Shareholders Proposals and Reference Information Proposal No. 1: Appropriation of Surplus The Company proposes to appropriate surplus as stated below. 1. Matters related to year-end dividends: In view of profit situation and dividend policy, the Company proposes that a year-end dividend of ¥47 per share be paid for the fiscal year under review. Since the Company paid an interim dividend of ¥43 per share on September 30, 2021, the annual dividend for the fiscal year For the purpose of strengthening management bases for active future business development, the Company proposes to appropriate a portion of under review totals ¥90 per share. (1) Type of dividend property: Cash (2) Matters related to the appropriation of dividend property and total amount thereof: ¥47 per common share of the Company Total amount: ¥31,722,301,730 (3) Date on which dividends take effect: April 27, 2022 2. Other matters related to the appropriation of surplus: surplus according to the schedule shown below. (1) Item of surplus to be increased and amount thereof: General reserve: ¥35,000,000,000 (2) Item of surplus to be decreased and amount thereof: Retained earnings brought forward: ¥35,000,000,000 (Reference) Basic Policy on Profit Distribution The Company recognizes the maximization of shareholder value as one of the most important management issues. Accordingly, the Company will not only increase earnings per share through sustainable business growth, but also promote growth investments and enhance shareholder returns, comprehensively taking into account the status of profits and cash flows in each fiscal year and future business development, among other factors. The Company will also make efforts to increase shareholder value by targeting at least a 40% average dividend payout ratio over the medium-term and by acquiring its treasury stock in a flexible manner. 3Proposal No. 2: Partial Amendments to the Articles of Incorporation 1. Reasons for the 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 reference documents for general meetings of shareholders, the Articles of Incorporation of the Company shall be (1) The provisions related to the disclosure via the Internet and deemed provision of the reference documents, etc. for the general meeting of shareholders (Article 16 of the current Articles of Incorporation) will become unnecessary and will therefore be amended and replaced with the provisions related to measures for electronic provision, etc. (Article 16 of the proposed (2) The proposed Article 16, Paragraph 1 provides that information contained in the reference documents, etc. for the general meeting of shareholders shall be provided electronically. The purpose of the proposed Article 16, 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) In line with the above amendments, supplementary provisions related to the effective date, etc. shall be established. amended as follows. amendment). 2. Amendment details (Amended portions are underlined.) Current Articles of Incorporation Proposed amendments (Disclosure via the Internet and Deemed Provision of Reference Documents, etc. for General Meeting of Shareholders) Article 16. When convening a general meeting of shareholders, (Measures for Electronic Provision, etc.) Article 16. When convening a general meeting of shareholders, the it shall be deemed that the Company has provided shareholders with necessary information that should be described or presented in reference documents for the general meeting of shareholders, business reports, and non-consolidated and consolidated financial statements in the event that they are disclosed via the Internet in accordance with the Ministry of Justice Ordinance. Company shall provide information contained in the reference documents, etc. for the general meeting of shareholders electronically. ② Among the matters to be 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. (Newly established) Article 1 Supplementary Provisions The amendments to Article 16 of the Articles of Incorporation shall come into effect on 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 16 of the current Articles of Incorporation shall remain in force with respect to a general meeting of shareholders to be held on a date within six months from the Effective Date. ③ These supplementary provisions 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. 4Proposal No. 3: Election of 10 Directors The terms of office of all 10 current Directors will expire at the close of this Ordinary General Meeting of Shareholders. The Company proposes to increase the number of Outside Directors by one and elect 10 Directors, including five Outside Directors, to further strengthen the management supervision function of the Board of Directors and the corporate governance system. The candidates for Director are as follows: No. Name Gender Current post in the Company Number of years in office as Director (at the close of this Meeting) Attendance at the meetings of the Board of Directors (71st) Reelection Yoshihiro Nakai Male Reelection Yosuke Horiuchi Male Reelection Satoshi Tanaka Male Reelection Toshiharu Miura Male Reelection Toru Ishii Male Representative Director President & Executive Officer, CEO Representative Director Vice Chairman & Executive Officer Representative Director Executive Vice President & Executive Officer Director Senior Managing Officer Director Senior Managing Officer 6 years 6 years 2 years 4 years 2 years Yukiko Yoshimaru Female Outside Director 4 years Toshifumi Kitazawa Male Outside Director 2 years Yoshimi Nakajima Female Outside Director 1 year Keiko Takegawa Female Outside Director 1 year Reelection Outside Independent Officer Reelection Outside Independent Officer Reelection Outside Independent Officer Reelection Outside Independent Officer New Election Outside Independent Officer 12/12 (100%) 12/12 (100%) 12/12 (100%) 12/12 (100%) 12/12 (100%) 12/12 (100%) 12/12 (100%) 9/9 (100%) 9/9 (100%) 10 Shinichi Abe Male – – – Reelection: candidate for Director to be reelected New Election: candidate for Director to be newly elected Outside: candidate for Outside Director Independent Officer: candidate for Independent Officer stipulated by the Tokyo Stock Exchange, Inc. 1 2 3 4 5 6 7 8 9 5Knowledge, experiences and abilities particularly expected of each Director No. Name Corporate management Business strategy International business Overseas insight Finance strategy and accounting Technology and quality Environment Human resources development Diversity Improvement in sociability Governance Risk management Compliance 1 2 3 4 5 6 7 8 9 Yoshihiro Nakai Yosuke Horiuchi Satoshi Tanaka Toshiharu Miura Toru Ishii Yukiko Yoshimaru Toshifumi Kitazawa Yoshimi Nakajima Keiko Takegawa 10 Shinichi Abe ● ● ● ● ● ● ● ● ● ● ● ● ● ● ● ● ● ● ● ● ● ● ● ● ● ● ● ● ● ● ● ● ● ● ● ● ● ● * This chart indicates certain knowledge, experiences, and abilities which the Company particularly expects each candidate to have for his/her duties, not necessarily what each candidate currently has in fact. 6Yoshihiro Nakai Apr. 2016: Managing Officer of the Company, in charge of Corporate Management Planning Candidate No. 1 Number of the Company’s Shares (April 30, 1965) Reelection owned 63,080 shares Number of years in office as Director (at the close of this Ordinary General Meeting of Shareholders) Attendance at the meetings of the Board of Directors (FY2021) Special interest with the Company 6 years None 12/12 (attendance at the meetings of the Board of Directors: 100%) Career summary, post and responsibility in the Company Apr. 1988: Joined the Company Apr. 2014: Executive Officer of the Company, assigned to the post of Chief Manager of Corporate Management Planning Department and Accounting & Finance Apr. 2016: Director of the Company Feb. 2018: President & Representative Director of the Company Apr. 2021: Representative Director, President & Executive Officer, CEO of the Company In charge of Business Strategy Division and Built-to-Order Business Division (current position) Reason for election as Director In the Corporate Management Planning Division, he exercised his outstanding conceptual ability and has realized many innovative sales strategies and management policies involving sales offices nationwide, regardless of whether they are in the housing or non-housing sector. He always played a central role in formulating and implementing the Group’s management strategies and plans. In particular, since assuming the post of President in the second year of the Fourth Mid-Term Management Plan, he has been focusing on aligning the vectors of the Group with the Corporate Philosophy as a compass and strengthening the corporate governance system and promoting ESG management aggressively. To complete the Fifth Mid-Term Management Plan and formulate the Sixth Mid-Term Management Plan for achieving sustainable growth and increasing the corporate value of the Sekisui House Group under his strong leadership, the Company proposes to reelect him as a Director. Note: The Company will enter into a directors and officers liability insurance contract with an insurance company pursuant to Article 430-3, Paragraph 1 of the Companies Act, and the contract is designed to cover damages that may arise from the insured directors and officers assuming responsibility for the execution of their duties or receiving claims related to the pursuit of such responsibility. Mr. Yoshihiro Nakai will be included as the insured of the said insurance contract. 7Candidate No. 2 Number of years in office as Director (at the close of this Ordinary General Meeting of Shareholders) Attendance at the meetings of the Board of Directors (FY2021) Special interest with the Company 6 years None 12/12 (attendance at the meetings of the Board of Directors: 100%) Career summary, post and responsibility in the Company Apr. 1980: Joined the Company Apr. 2012: Executive Officer of the Company, assigned to the post of General Manager of Tokyo Sha Maison Sales Administration Headquarters Apr. 2014: Managing Officer of the Company, in charge of Sha Maison Sales (East Japan) Apr. 2016: Director of the Company Dec. 2017: Assigned to the post of General Manager of Tokyo Sha Maison Sales Administration Headquarters and General Manager of Condominium Headquarters Apr. 2018: Senior Managing Officer of the Company Yosuke Horiuchi Manager of East Japan Building Sales Administration Headquarters In charge of Transaction Promotion Division, assigned to the post of General Aug. 2018: In charge of Transaction Promotion Division and East Japan Building Sales (September 25, 1956) Reelection Number of the Company’s Shares owned 35,900 shares Administration Feb. 2020: In charge of Investor Relations Division and Transaction Promotion Division Jun. 2020: In charge of ESG Management Promotion Division, Accounting & Finance Division and Transaction Promotion Division Feb. 2021: In charge of Finance & ESG Division and TKC Project (current position) Apr. 2021: Representative Director, Vice Chairman & Executive Officer of the Company (current position) Feb. 2022: Assigned to the post of General Manager of ESG Management Promotion Headquarters (current position) Significant concurrent post of other companies President & Representative Director of Sekisui House Financial Services Co., Ltd. Reason for election as Director He has taken control of the business based on “Sha-Maison” rental housing in eastern Japan, and has contributed to the development of the three- and four-story rental housing market by leading the area market strategy that is dedicated to responding to the local tenant market. He has also promoted the expansion of the customer base through means such as strengthening the corporate real estate (CRE) and public real estate (PRE) businesses with a focus on corporate customers. He has been in charge of the Finance and ESG Division and is working to enhance the Group’s social value through collaboration with diverse stakeholders as the Chairperson of the ESG Promotion Committee, which includes outside members. To achieve sustainable growth and increase the corporate value of the Sekisui House Group, especially in strongly promoting the realization of ESG management, the Company proposes to reelect him as a Director. Note: The Company will enter into a directors and officers liability insurance contract with an insurance company pursuant to Article 430-3, Paragraph 1 of the Companies Act, and the contract is designed to cover damages that may arise from the insured directors and officers assuming responsibility for the execution of their duties or receiving claims related to the pursuit of such responsibility. Mr. Yosuke Horiuchi will be included as the insured of the said insurance contract. 8Candidate No. 3 Number of years in office as Director (at the close of this Ordinary General Meeting of Shareholders) Attendance at the meetings of the Board of Directors (FY2021) Special interest with the Company 2 years None 12/12 (attendance at the meetings of the Board of Directors: 100%) Career summary, post and responsibility in the Company Apr. 1981: Joined MITSUI & CO., LTD. Apr. 2004: General Manager of Investor Relations Division of MITSUI & CO., LTD. Apr. 2007: General Manager of Corporate Planning & Strategy Division of MITSUI & CO., July 2010: Deputy General Manager of Consumer Service Business Unit of MITSUI & CO., Apr. 2011: Executive Officer; General Manger of Consumer Service Business Unit of MITSUI Apr. 2013: Managing Officer; General Manager of Consumer Service Business Unit of & CO., LTD. MITSUI & CO., LTD. LTD. LTD. LTD. Apr. 2015: Senior Managing Officer; President of Asia Pacific Business Unit of MITSUI & CO., LTD. and President of MITSUI & CO. (ASIA PACIFIC) PTE. LTD. Satoshi Tanaka Apr. 2017: Vice President & Executive Officer; CAO (Chief Administrative Officer); CIO (Chief Information Officer); CPO (Chief Privacy Officer) of MITSUI & CO., LTD. June 2017: Representative Director; Vice President and Executive Officer of MITSUI & CO., (February 27, 1958) Reelection Number of the Company’s Shares owned 12,600 shares June 2019: Counselor of MITSUI & CO., LTD. Mar. 2020: Outside Director of Kuraray Co., Ltd. (current position) Apr. 2020: Outside Director of the Company Jan. 2021: Outside Director of IHH Healthcare Berhad (current position) Apr. 2021: Representative Director, Executive Vice President & Executive Officer of the Company In charge of Administration and Personnel Division (current position) Significant concurrent post of other companies Outside Director of Kuraray Co., Ltd. Outside Director of IHH Healthcare Berhad Reason for election as Director Having held key positions in a major general trading company, he has domestic and international management experience, as well as knowledge and experience in the energy and consumer service sectors. He served as the Vice President & Executive Officer of the trading company from 2017 to 2019, where he was the officer responsible for the corporate staff divisions, including the positions of CAO, CIO, and CPO. He has also been an Outside Director of the Company since 2020 and serves as a member of the Personnel Affairs and Remuneration Committee. Since assuming the position of Representative Director, Executive Vice President & Executive Officer in 2021, he has been promoting initiatives to ensure the effectiveness of the risk management system as the Chairperson of the Risk Management Committee. To achieve sustainable growth and increase the corporate value of the Sekisui House Group based on his extensive knowledge as a manager and his activities and contributions as an Outside Director of the Company, especially in strengthening the effectiveness of corporate governance and risk management system and in enhancing the Administration and Personnel Division, the Company proposes to reelect him as a Director. Note: The Company will enter into a directors and officers liability insurance contract with an insurance company pursuant to Article 430-3, Paragraph 1 of the Companies Act, and the contract is designed to cover damages that may arise from the insured directors and officers assuming responsibility for the execution of their duties or receiving claims related to the pursuit of such responsibility. Mr. Satoshi Tanaka will be included as the insured of the said insurance contract. 9Toshiharu Miura Apr. 2016: Assigned to the post of General Manager of Technology Headquarters and Chief Candidate No. 4 (October 16, 1955) Reelection Number of the Company’s Shares owned 26,304 shares Number of years in office as Director (at the close of this Ordinary General Meeting of Shareholders) Attendance at the meetings of the Board of Directors (FY2021) Special interest with the Company 4 years None 12/12 (attendance at the meetings of the Board of Directors: 100%) Career summary, post and responsibility in the Company Apr. 1979: Joined the Company Apr. 2014: Executive Officer of the Company, assigned to the post of Chief Manager of Product Design & Development Department Apr. 2016: Managing Officer of the Company Manager of Product Design & Development Department Feb. 2018: Assigned to the post of General Manager of Technology Headquarters Apr. 2018: In charge of Technology Division Apr. 2018: Director of the Company (current position) Feb. 2020: In charge of Technology Division and Production & Procurement Division Apr. 2020: Senior Managing Officer of the Company (current position) Feb. 2021: In charge of Technology & Production Division (current position) Reason for election as Director After holding a technical position at our sales office for approximately 10 years since joining the Company, he has worked as a core member of the technical team in the Planning & Design Division and the Product Design & Development Division at the Head Office, where he has been instrumental in developing new products and establishing new technologies that meet market needs. Since 2016, he has been in charge of the Technology Division, strengthening the collaborative capabilities of the entire division. In 2018, he was appointed as a Director, and since 2020, he has been in charge of the Technology Division and the Production & Procurement Division, promoting innovation in the technology area. To achieve sustainable growth and increase the corporate value of the Sekisui House Group, especially in the areas of technology, quality and the environment, as well as in strengthening our supply chain management, the Company proposes to reelect him as a Director. Note: The Company will enter into a directors and officers liability insurance contract with an insurance company pursuant to Article 430-3, Paragraph 1 of the Companies Act, and the contract is designed to cover damages that may arise from the insured directors and officers assuming responsibility for the execution of their duties or receiving claims related to the pursuit of such responsibility. Mr. Toshiharu Miura will be included as the insured of the said insurance contract. 10Toru Ishii Feb. 2019: In charge of Development Business and assigned to the post of Chief Manager of Candidate No. 5 (November 3, 1966) Reelection Number of the Company’s Shares owned 21,766 shares Number of years in office as Director (at the close of this Ordinary General Meeting of Shareholders) Attendance at the meetings of the Board of Directors (FY2021) Special interest with the Company 2 years None 12/12 (attendance at the meetings of the Board of Directors: 100%) Career summary, post and responsibility in the Company Apr. 1990: Joined the Company May 2012: Chief Manager of Development Department of the Company Apr. 2014: Executive Officer of the Company, assigned to the post of Chief Manager of Development Department Apr. 2016: Managing Officer of the Company International Business Department Feb. 2020: In charge of Development and Condominiums Businesses and assigned to the post of Chief Manager of International Business Department Apr. 2020: Senior Managing Officer of the Company (current position) In charge of Development, Condominiums, and International Businesses Apr. 2020: Director of the Company (current position) Feb. 2021: In charge of Development Business Division (current position) Reason for election as Director Since joining the Company, he has experienced sales planning work in the urban development business and engaged in developing new markets such as the hotel development business and the office development business. Since 2012, he has been in charge of the development business, focusing on human resources development and demonstrating comprehensive capabilities in the Group. In overseeing the international business from 2019, he has focused on achieving a balance between investment and return, while actively taking on the challenges such as M&A to develop new markets and strongly leading the entire organization. To achieve sustainable growth and increase the corporate value of the Sekisui House Group, especially in strengthening our development business and international business, as well as in enhancing the diversity and strengthening the governance system of our overseas subsidiaries, the Company proposes to reelect him as a Director. Note: The Company will enter into a directors and officers liability insurance contract with an insurance company pursuant to Article 430-3, Paragraph 1 of the Companies Act, and the contract is designed to cover damages that may arise from the insured directors and officers assuming responsibility for the execution of their duties or receiving claims related to the pursuit of such responsibility. Mr. Toru Ishii will be included as the insured of the said insurance contract. 11Candidate No. 6 Number of years in office as Outside Director (at the close of this Ordinary General Meeting of Shareholders) Attendance at the meetings of the Board of Directors (FY2021) Special interest with the Company 4 years None 12/12 (attendance at the meetings of the Board of Directors: 100%) Career summary, post and responsibility in the Company Apr. 1982: Joined Oki Electric Industry Co., Ltd. Apr. 1998: Director of Oki America Inc. Head of New York Office of Oki Electric Industry Co., Ltd. Oct. 2004: Chief Manager of Diversity Development Office of NISSAN MOTOR CO., LTD. Yukiko Yoshimaru Apr. 2008: Joined Nifco Inc. June 2011: Executive Officer of Nifco Inc. (February 1, 1960) Reelection Outside Independent Officer owned 6,500 shares Number of the Company’s Shares Apr. 2018: Outside Director of the Company (current position) June 2019: Outside Director of Mitsui Chemicals, Inc. (current position) June 2021: Outside Director of Daiwabo Holdings Co., Ltd. (current position) Significant concurrent post of other companies Outside Director of Mitsui Chemicals, Inc. Outside Director of Daiwabo Holdings Co., Ltd. Reason for election as Outside Director and summary of expected roles, etc. She has greatly contributed to constructive discussions and strengthening of the effectiveness of the Board of Directors meetings by providing her opinions based on a wealth of knowledge and experience in human resources management and diversity, as well as management experience as a director of domestic and overseas companies. Since becoming the Chairperson of the Personnel Affairs and Remuneration Committee in May 2020, she has been taking a leadership in clarifying the process of selecting and dismissing Directors, facilitating the succession planning, and strengthening remuneration governance. To achieve sustainable growth and increase the corporate value of the Sekisui House Group, especially in the formulation of growth strategies from the perspectives of global business and diversity promotion, and in strengthening the management supervision function in areas including personnel affairs and remuneration, the Company proposes to reelect her as an Outside Director. Notes: 1. Ms. Yukiko Yoshimaru is a candidate for Outside Director. The term of office of Ms. Yukiko Yoshimaru as an Outside Director shall be four years at the conclusion of this Ordinary General Meeting of Shareholders. 2. The Company designated Ms. Yukiko Yoshimaru as an “Independent Officer” and submitted notification to that effect to the Tokyo Stock Exchange, Inc. 3. The Company entered into an agreement with Ms. Yukiko Yoshimaru that if she causes damages to the Company by neglect of the duty as an Outside Director, where her conduct is deemed to be made in good faith without gross negligence, her liability under the agreement is without fail limited to the sum of the amount provided by Article 425, Paragraph 1 of the Companies Act. In case the proposal is approved, the Company will continue the agreement with her. 4. The Company will enter into a directors and officers liability insurance contract with an insurance company pursuant to Article 430-3, Paragraph 1 of the Companies Act, and the contract is designed to cover damages that may arise from the insured directors and officers assuming responsibility for the execution of their duties or receiving claims related to the pursuit of such responsibility. Ms. Yukiko Yoshimaru will be included as the insured of the said insurance contract. 12Candidate No. 7 Number of years in office as Outside Director (at the close of this Ordinary General Meeting of Shareholders) Attendance at the meetings of the Board of Directors (FY2021) Special interest with the Company 2 years None 12/12 (attendance at the meetings of the Board of Directors: 100%) Career summary, post and responsibility in the Company Apr. 1977: Joined Tokio Marine & Fire Insurance Co., Ltd. June 2008: Managing Director of Tokio Marine & Nichido Anshin Life Insurance Co., Ltd. June 2009: Senior Managing Director of Tokio Marine & Nichido Anshin Life Insurance Co., Ltd. June 2010: President & Director of Tokio Marine & Nichido Anshin Life Insurance Co., Ltd. June 2010: Director of Tokio Marine Holdings, Inc. Apr. 2014: Vice President & Director of Tokio Marine & Nichido Fire Insurance Co., Ltd. Toshifumi Kitazawa June 2014: Vice President Executive Officer of Tokio Marine Holdings, Inc. Apr. 2016: President & Chief Executive Officer of Tokio Marine & Nichido Fire Insurance Co., Ltd. June 2016: Director of Tokio Marine Holdings, Inc. Apr. 2019: Vice Chairman & Director of Tokio Marine & Nichido Fire Insurance Co., Ltd. (current position; See Note 1 below.) June 2019: Member of the Board of Directors (Outside) (Member of the Audit & Supervisory Committee) of MUFG Bank, Ltd. (current position) June 2019: Outside Director of Mitsubishi Logistics Corporation (current position) Apr. 2020: Outside Director of the Company (current position) Significant concurrent post of other companies Member of the Board of Directors (Outside) (Member of the Audit & Supervisory Committee) of (November 18, 1953) Reelection Outside Independent Officer owned 0 shares Number of the Company’s Shares MUFG Bank, Ltd. Outside Director of Mitsubishi Logistics Corporation Reason for election as Outside Director and summary of expected roles, etc. Having held key positions at a major insurance company, he has extensive knowledge and experience in areas including global business, M&A, risk management and compliance, as well as abundant achievements and experience as a manager. Since becoming Chairman of the Board of Directors in May 2021, he has been appropriately steering and leading constructive discussions to strengthen the effectiveness of the Board of Directors meetings. He has also been contributing to the enhancement of deliberations as a member of the Personnel Affairs and Remuneration Committee of the Company. To achieve sustainable growth and increase the corporate value of the Sekisui House Group, especially in the formulation of growth strategies from the perspective of global business, and in strengthening the management supervision function in areas including M&A and other financial strategies, risk management and compliance, the Company proposes to reelect him as an Outside Director. Notes: 1. The Company has business relationships as a policyholder and nonlife insurance agent with Tokio Marine & Nichido Fire Insurance Co., Ltd. where Mr. Toshifumi Kitazawa serves as a Director, but the annual amount of business transactions between the companies is less than 1% of the ordinary income of Tokio Marine Holdings, Inc., which is the holding company of Tokio Marine & Nichido Fire Insurance Co., Ltd, and the consolidated net sales of the Company. Mr. Toshifumi Kitazawa will retire from the position of Vice Chairman & Director of Tokio Marine & Nichido Fire Insurance Co., Ltd. on March 31, 2022. 2. MUFG Bank, Ltd., where Mr. Toshifumi Kitazawa serves as a Member of the Board of Directors (Outside) (Member of the Audit & Supervisory Committee), is a major shareholder of the Company and also a major lender to the Company. However, because Mr. Kitazawa is not an executive of MUFG Bank, Ltd. or a former employee of MUFG Bank, Ltd., the Company deems that there is no risk of conflict of interest with general shareholders. 3. Mr. Toshifumi Kitazawa is a candidate for Outside Director. The term of office of Mr. Toshifumi Kitazawa as an Outside Director shall be two years at the conclusion of this Ordinary General Meeting of Shareholders. 4. The Company designated Mr. Toshifumi Kitazawa as an “Independent Officer” and submitted notification to that effect to the Tokyo Stock Exchange, Inc. 5. The Company entered into an agreement with Mr. Toshifumi Kitazawa that if he causes damages to the Company by neglect of the duty as an Outside Director, where his conduct is deemed to be made in good faith without gross negligence, his liability under the agreement is without fail limited to the sum of the amount provided by Article 425, Paragraph 1 of the Companies Act. In case the proposal is approved, the Company will continue the agreement with him. 136. The Company will enter into a directors and officers liability insurance contract with an insurance company pursuant to Article 430-3, Paragraph 1 of the Companies Act, and the contract is designed to cover damages that may arise from the insured directors and officers assuming responsibility for the execution of their duties or receiving claims related to the pursuit of such responsibility. Mr. Toshifumi Kitazawa will be included as the insured of the said insurance contract. 14Candidate No. 8 Number of years in office as Outside Director (at the close of this Ordinary General Meeting of Shareholders) Attendance at the meetings of the Board of Directors (FY2021) Special interest with the Company 1 year None 9/9 (attendance at the meetings of the Board of Directors: 100%) Career summary, post and responsibility in the Company Apr. 1980: Joined The Yasuda Trust & Banking Co., Ltd. (currently Mizuho Trust & Banking Co., Ltd.) Feb. 1982: Joined AVON Products Co., LTD. (currently FMG & MISSION CO., LTD.) May 1997: Vice President of Citibank, N.A. June 2000: Senior General Manager of Societe Generale Securities Ltd. Apr. 2002: Vice President of American Express International, Inc. (Japan) Aug. 2011: Country Manager (President) of American Express International, Inc. (Singapore) Yoshimi Nakajima Feb. 2014: Senior Vice President of American Express International, Inc. (Japan) Apr. 2014: President and Representative Director of American Express Japan Co., Ltd. June 2017: Outside Director of Yamaha Corporation June 2017: Outside Director of AEON Financial Service Co., Ltd. (current position) June 2018: Outside Director of Japan Freight Railway Company (current position) Sep. 2018: External Director of ULVAC, Inc. (current position) Apr. 2021: Specially Appointed Professor of The Graduate School of Project Design (current position) Outside Director of the Company (current position) Significant concurrent post of other companies Outside Director of AEON Financial Service Co., Ltd. Outside Director of Japan Freight Railway Company Number of the Company’s Shares External Director of ULVAC, Inc. (December 16, 1956) Reelection Outside Independent Officer owned 0 shares Specially Appointed Professor of The Graduate School of Project Design Reason for election as Outside Director and summary of expected roles, etc. Having held key positions in domestic and overseas companies, she has extensive experience in financial strategy, M&A, and other areas by serving as the head of Asian and Japanese subsidiaries of global financial institutions. She has embodied diversity in corporate management in an environment where diversity in senior management is considered to be natural. Since April 2021, she has been serving as Outside Director of the Company and has greatly contributed to constructive discussions and strengthening of the effectiveness of the Board of Directors meetings by actively expressing frank opinions. To achieve sustainable growth and increase the corporate value of the Sekisui House Group, especially in the formulation of growth strategies from the perspectives of global business and diversity promotion, and in strengthening the management supervision function in areas including M&A and other financial strategies, the Company proposes to reelect her as an Outside Director. Notes: 1. Ms. Yoshimi Nakajima is a candidate for Outside Director. The term of office of Ms. Yoshimi Nakajima as an Outside Director shall be one year at the conclusion of this Ordinary General Meeting of Shareholders. 2. The Company designated Ms. Yoshimi Nakajima as an “Independent Officer” and submitted notification to that effect to the Tokyo Stock Exchange, Inc. 3. The Company entered into a limited liability agreement with Ms. Yoshimi Nakajima, that if she causes damages to the Company by neglect of the duty as an Outside Director, where her conduct is deemed to be made in good faith without gross negligence, her liability is without fail limited to the minimum liability amount specified in Article 425, Paragraph 1 of the Companies Act. If her reelection is approved, the Company will continue the above-mentioned limited liability agreement with her. 4. The Company will enter into a directors and officers liability insurance contract with an insurance company pursuant to Article 430-3, Paragraph 1 of the Companies Act, and the contract is designed to cover damages that may arise from the insured directors and officers assuming responsibility for the execution of their duties or receiving claims related to the pursuit of such responsibility. Ms. Yoshimi Nakajima will be included as the insured of the said insurance contract. 15 Candidate No. 9 Number of years in office as Outside Director (at the close of this Ordinary General Meeting of Shareholders) Attendance at the meetings of the Board of Directors (FY2021) Special interest with the Company 1 year None 9/9 (attendance at the meetings of the Board of Directors: 100%) Career summary, post and responsibility in the Company Apr. 1981: Joined the Prime Minister’s Office (currently Cabinet Office) July 2006: Director of Policy Division for Universal Design, Policy Bureau, Ministry of Land, July 2008: Director-General for Policies on Cohesive Society and Minister’s Secretariat of Infrastructure, Transport and Tourism Cabinet Office July 2009: Director-General for Gender Equality Bureau of Cabinet Office Dec. 2012: Director-General of the Public Relations Office of Cabinet Office July 2014: Director of the Gender Equality Bureau of Cabinet Office Apr. 2019: Professor of Showa Women’s University Keiko Takegawa CORPORATION (current position) June 2019: Outside Member of the Board of NIPPON TELEGRAPH AND TELEPHONE June 2019: Outside Auditor of MITSUI MINING & SMELTING CO., LTD. Apr. 2020: Dean of Faculty of Global Business of Showa Women’s University (current Number of the Company’s Shares Specially Appointed Professor of Faculty of Global Business of Showa Women’s University (April 23, 1958) Reelection Outside Independent Officer owned 1,000 shares Apr. 2021: Specially Appointed Professor of Global Business of Showa Women’s University position; See Note 3 below.) (current position) Apr. 2021: Outside Director of the Company (current position) June 2021: Outside Director of MITSUI MINING & SMELTING CO., LTD. (current position) Significant concurrent post of other companies Outside Member of the Board of NIPPON TELEGRAPH AND TELEPHONE CORPORATION Outside Director of MITSUI MINING & SMELTING CO., LTD. Reason for election as Outside Director and summary of expected roles, etc. Having held key positions in the Cabinet Office, she worked hard to realize policies related to gender equality, and has extensive knowledge and experience in the fields of diversity and compliance. During her tenure at the Ministry of Land, Infrastructure, Transport and Tourism, she worked tirelessly across ministries and agencies to develop safe and secure infrastructure for the elderly and disabled. Since April 2021, she has been serving as Outside Director of the Company and has greatly contributed to constructive discussions and strengthening of the effectiveness of the Board of Directors meetings by providing useful advice from the perspective of an ordinary citizen. She has also been contributing to enhancing deliberations as a member of the Personnel Affairs and Remuneration Committee of the Company since May 2021. To achieve sustainable growth and increase the corporate value of the Sekisui House Group, especially in the formulation of growth strategies from the perspective of diversity promotion, and in strengthening the management supervision function in areas including quality control, compliance and personnel affairs and remuneration, the Company proposes to reelect her as an Outside Director. Ms. Keiko Takegawa has not engaged in managing a company other than serving as an Outside Director and Outside Audit & Supervisory Board Member, but the Company expects that she will properly perform her duties as an Outside Director because of the reason described above. Notes: 1. Ms. Keiko Takegawa is a candidate for Outside Director. The term of office of Ms. Keiko Takegawa as an Outside Director shall be one year at the conclusion of this Ordinary General Meeting of Shareholders. 2. The Company designated Ms. Keiko Takegawa as an “Independent Officer” and submitted notification to that effect to the Tokyo Stock Exchange, Inc. 3. Ms. Keiko Takegawa will retire from her position as Dean of Faculty of Global Business of Showa Women’s University on March 31, 2022. 4. The Company entered into a limited liability agreement with Ms. Keiko Takegawa, that if she causes damages to the Company by neglect of the duty as an Outside Director, where her conduct is deemed to be made in good faith without gross negligence, her liability is without fail 16limited to the minimum liability amount specified in Article 425, Paragraph 1 of the Companies Act. If her reelection is approved, the Company will continue the above-mentioned limited liability agreement with her. 5. The Company will enter into a directors and officers liability insurance contract with an insurance company pursuant to Article 430-3, Paragraph 1 of the Companies Act, and the contract is designed to cover damages that may arise from the insured directors and officers assuming responsibility for the execution of their duties or receiving claims related to the pursuit of such responsibility. Ms. Keiko Takegawa will be included as the insured of the said insurance contract. 17Number of years in office as Director (at the close of this Ordinary General Meeting of Shareholders) Candidate No. 10 Attendance at the meetings of the Board of Directors (FY2021) Special interest with the Company – None – (attendance at the meetings of the Board of Directors: –) Career summary, post and responsibility in the Company May 1993: Joined Axiomatics Corporation Nov. 1995: Joined Asahi Audit Corporation Jan. 1998: Joined J.D. Edwards Japan K.K. Nov. 2003: Joined PeopleSoft Japan K.K. Shinichi Abe Apr. 2005: Director, International Business, Availvs Corporation (August 7, 1968) New Election Outside Independent Officer Number of the Company’s Shares owned 0 shares Dec. 2005: Director, Applications Business Group, Oracle Information Systems Japan K.K. Aug. 2006: Vice President in charge of Applications Business Headquarters and General Manager of Global Strategic Accounts of Oracle Corporation Japan Feb. 2011: Managing Director, Enterprise Business, Google Japan, G.K. Jan. 2017: Managing Director of Google Cloud Japan, G.K. Apr. 2020: Representative Director, President and CEO of MNES Inc. (current position) Significant concurrent post of other companies Representative Director, President and CEO of MNES Inc. Reason for election as Outside Director and summary of expected roles, etc. Having worked for an overseas consulting firm and software vendors, he was involved in the launch of Google’s cloud business. At that business, he supervised its Asia-Pacific operations. As such, he has extensive experience in the global business environment in the IT and digital fields. In particular, when Google launched cloud services business for Japanese companies, he gained the deep trust of many client companies, promoted digital innovation together, and consistently demonstrated strong leadership as an innovator in the organization he led. Currently, he serves as Representative Director, President and CEO of a venture company providing teleradiology (remote medical image diagnosis) services, a firm that he has had contact with since its foundation. To achieve sustainable growth and increase the corporate value of the Sekisui House Group, especially in the formulation of growth strategies from the perspective of global operations and digitally-driven business model transformation, and in strengthening the management supervision function, including supervision of the areas of innovation promotion and human resources development, the Company proposes to elect him as an Outside Director. Notes: 1. Mr. Shinichi Abe is a candidate for Outside Director. 2. The Company plans to designate Mr. Shinichi Abe as an “Independent Officer” and submit notification to that effect to the Tokyo Stock Exchange, Inc. 3. If his election is approved, the Company plans to enter into a limited liability agreement with Mr. Shinichi Abe, that if he causes damages to the Company by neglect of the duty as an Outside Director, where his conduct is deemed to be made in good faith without gross negligence, his liability is without fail limited to the minimum liability amount specified in Article 425, Paragraph 1 of the Companies Act. 4. The Company will enter into a directors and officers liability insurance contract with an insurance company pursuant to Article 430-3, Paragraph 1 of the Companies Act, and the contract is designed to cover damages that may arise from the insured directors and officers assuming responsibility for the execution of their duties or receiving claims related to the pursuit of such responsibility. Mr. Shinichi Abe will be included as the insured of the said insurance contract. 18(Reference) Composition of the Board of Directors and Policy and Procedures for Director Candidates 1. Composition of the Board of Directors a. The Board of Directors shall have the number of members that is considered appropriate to substantial deliberations. b. Independent Outside Directors shall be appointed so that the ratio of Independent Outside Directors in the Board of Directors shall be one-third or more. c. The Board of Directors shall be joined by well-balanced members selected through the development of a skill matrix based on the business strategies and management plans, such as experts specializing in finance, accounting, laws, compliance and other relevant areas, with consideration for knowledge, experiences, and ability, the number of years in office, and gender, ensuring both the compatibility with diversity and proper headcount. 2. Stance on and Procedures for Selection of Prospective Directors The Company shall select prospective directors from among those of high integrity (as a sincere and high-minded morality, and earnestness) and having high management ability, having nature suited to practicing the Group’s Corporate Philosophy, interested in the Group’s business and with a deep insight etc., and having high awareness for contributing to creating corporate value and improving company performance. The stance on the selection of prospective directors shall be discussed at the Personnel Affairs and Remuneration Committee, an advisory body to the Board of Directors which shall be chaired by an Independent Outside Director and a majority of whose members shall be Independent Outside Directors, and determined by the Board of Directors based on the recommendations of the Committee. A proposal on specific prospective directors shall be discussed at the Personnel Affairs and Remuneration Committee and determined by the Board of Directors based on the recommendations of the Committee. The selection of prospective internal Directors shall be performed with consideration for the specified qualification requirements (i.e., embodying the Corporate Philosophy and having a panoramic vision) and competence requirements (i.e., having a vision to resolve external problems, innovativeness for creating new markets, being able to cooperate with various stakeholders, and the capability to develop organizations that enhance the Group’s comprehensive power), and shall be discussed at the Personnel Affairs and Remuneration Committee based on requirements for human resources and an evaluation of performance. 3. Process for Selection of New Candidates for Outside Director To further improve the objectivity and transparency of the selection of new candidates for Outside Director, the Personnel Affairs and Remuneration Committee has nominated the candidates through the following process: (i) Review and reset the reasons for selecting skill items (skill matrix) (ii) Determine targets for selecting new candidates for Outside Director based on the skill matrix (iii) Scrutinize the candidate profiles based on the selection targets and deliberate on narrowing down candidates (iv) Have each member of the Committee interview new candidates for Outside Director and share the results among the Committee [Reasons for selecting each item in the skill matrix] members Skill items Reasons for selection The Company is a leading company in the housing industry with the cumulative number of homes built exceeding 2.50 million. In order to formulate a sustainable growth strategy amidst a drastically changing business environment, Directors with management experience and a proven track record in the housing, construction, and urban development fields are needed. In addition, in order to realize and promote the global vision of “Propose happiness through the integration of technologies, lifestyle design and services,” the Company needs Directors with experience in different industries, especially management experience and a proven track in the field of consumer services such as health, connection, and learning as well as knowledge and experience that contribute to the transformation of business models through the use of digital technology. In order to formulate growth strategies and supervise the management of the international business, which is a growth area, it is necessary to have Directors who have experience in overseas business management and extensive knowledge and experience in overseas cultural life and business environment. Directors with solid knowledge and experience in the fields of finance and accounting are needed to formulate financial strategies that will not only ensure accurate financial reporting, but also build a solid financial foundation, promote growth investments (including M&A) for sustainable enhancement of corporate value, and enhance shareholder returns. In order to realize the supply of high-quality housing that combines safety, security, and comfort with advanced technology, and to further advance and develop our advanced environmental technology and solid construction capabilities, the Company needs Directors who have a track record of various innovations along with the knowledge and experience to enable proactive efforts to address global environmental issues from a corporate management perspective. In order to provide homes that make our customers feel more content, the Company needs to develop human resource strategies that enable each employee to maximize their potential, and the Company needs Directors with solid knowledge and experience in the field of human resources development, including the promotion of diversity. The establishment of an appropriate governance system is the foundation for sustainable enhancement of corporate value, and in order to improve the effectiveness of management supervision by the Board of Directors, Directors with solid knowledge and experience in the fields of corporate governance, risk management, and compliance are needed. Corporate management Business strategy International business Overseas insight Finance strategy and accounting Technology and quality Environment Human resources development Diversity Improvement in sociability Governance Risk management Compliance 19Proposal No. 4: Election of Two Audit & Supervisory Board Members The term of office of Audit & Supervisory Board Members, Mr. Haruyuki Iwata, Ms. Hisako Makimura and Mr. Ryuichi Tsuruta, will expire at the close of this Ordinary General Meeting of Shareholders. Accordingly, the Company proposes to elect two Audit & Supervisory Board Members. This proposal has already received approval from the Audit & Supervisory Board. The candidates for Audit & Supervisory Board Member are as follows: Candidate No. 1 Number of years in office as Audit & Supervisory Board Member (at the close of this Ordinary General Meeting of Shareholders) Attendance at meetings of the Board of Directors and Audit & Supervisory Board (FY2021) Special interest with the Company – – None Takashi Ogino Apr. 1982: Joined the Company Career summary and post in the Company Aug. 2014: Chief Manager of Utsunomiya Branch of the Company Feb. 2020: Deputy General Manager of Auditing Department of the Company Feb. 2021: General Manager of Auditing Department of the Company (current position) Apr. 2021: Operations Officer of the Company (current position) Reason for election as Audit & Supervisory Board Member Since joining the Company, he has served in its sales operation for approximately 35 years as a housing sales representative, Chief Manager of sales offices, a member of the Sales Administration Headquarters, and Chief Manager of branches. In 2017, he was transferred to the Auditing Department. In 2020, he was appointed Deputy General Manager of the Auditing Department, and in 2021, he was appointed Operations Officer and General Manager of the Auditing Department, where he promoted the strengthening of the internal audit division and the building of a network among governance personnel. To strengthen the audit system of the Company with his high integrity and management experience in the field of sales as well as his capability to gather information cultivated in the internal audit division, the Company proposes to newly elect him as an Audit & Supervisory Board Member. (November 25, 1959) New Election Number of the Company’s Shares owned 3,885 shares Note: The Company will enter into a directors and officers liability insurance contract with an insurance company pursuant to Article 430-3, Paragraph 1 of the Companies Act, and the contract is designed to cover damages that may arise from the insured directors and officers assuming responsibility for the execution of their duties or receiving claims related to the pursuit of such responsibility. Mr. Takashi Ogino will be included as the insured of the said insurance contract. 20Number of years in office as Outside Audit & Supervisory Board Member (at the close of this Ordinary General Meeting of Shareholders) Candidate No. 2 Special interest with the Company Attendance at meetings of the Board of Directors and Audit & Supervisory Board (FY2021) 12/12 (attendance at the meetings of the Board of Directors: 100%) 15/15 (attendance at the meetings of Audit & Supervisory Board: 100%) 4 years None Ryuichi Tsuruta Jan. 2011: Chief Manager of Office of Audit & Supervisory Board Member of Panasonic Career summary and post in the Company Apr. 1978: Joined Matsushita Electric Industrial Co., Ltd. (currently Panasonic Corporation) Oct. 2000: Manager of IR Office of Corporate Finance & IR Group of Matsushita Electric Apr. 2007: General Manager of Corporate International Affairs Group of Matsushita Electric Industrial Co., Ltd. Industrial Co., Ltd. Corporation Nov. 2014: Corporate Advisor of Panasonic Corporation May 2015: Audit & Supervisory Board Member of ZUIKO CORPORATION Apr. 2018: Outside Audit & Supervisory Board Member of the Company (current position) Apr. 2018: Representative of CG Consulting (current position) Jan. 2019: Special Instructor of The Graduate School of Project Design (current position) Significant concurrent post of other companies Representative of CG Consulting Special Instructor of The Graduate School of Project Design Reason for election as Outside Audit & Supervisory Board Member and expected roles, etc. In 2018, he was appointed as an Outside Audit & Supervisory Board Member of the Company to utilize his extensive experience in finance and accounting, disclosure, auditing and overseas business at a globally operating general electronics manufacturer as well as his experience as an Outside Audit & Supervisory Board Member at other companies in order to s

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