太陽ホールディングス(4626) – [Delayed]NOTICE REGARDING COMPANY’S PROPOSITIONS FOR 76TH ORDINARY GENERAL SHAREHOLDERS’MEETING

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開示日時:2022/05/25 16:00:00

損益

決算期 売上高 営業益 経常益 EPS
2018.03 5,224,100 1,133,800 1,143,700 84.28
2019.03 5,938,900 809,900 816,100 76.36
2020.03 7,062,700 913,600 923,200 66.0
2021.03 8,099,100 1,394,300 1,413,800 167.49

※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
3,455.0 3,313.7 2,905.285 17.15 15.3

※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
2018.03 -1,447,300 810,000
2019.03 49,700 590,700
2020.03 503,500 1,373,900
2021.03 523,800 1,631,200

※金額の単位は[万円]

▼テキスト箇所の抽出

ENGLISH TRANSLATION OF JAPANESE-LANGUAGE DOCUMENT This is a translation of the original Japanese-language document and is provided for convenience only. In the event of any discrepancy between this translated document and Japanese original, the original shall prevail May 25, 2022 To whom it may concern: Company Name: TAIYO HOLDINGS CO., LTD. Eiji Sato, President and CEO Representative: (Code: 4626 Listed on Prime Market of Tokyo Stock Exchange) Sayaka Tomioka, Executive Officer, General Manager of Corporate Planning Department Inquiries: Tel: +81-3-5953-5200 (main line) NOTICE REGARDING COMPANY’S PROPOSITIONS FOR 76TH ORDINARY GENERAL SHAREHOLDERS’ MEETING TAIYO HOLDINGS CO., LTD. (hereinafter, “Company”) hereby announces that at its meeting of the Board of Directors held on May 12, 2022, it has resolved the proposals to be submitted for review at the 76th Ordinary General Shareholders’ Meeting scheduled to be held on June 18, 2022 as provided below. Particulars 1. Proposals to Be Submitted for Review at 76th Ordinary General Shareholders’ Meeting (1) Proposal 1: Appropriation of Surplus (2) Proposal 2: Partial Amendment to the Articles of Incorporation (3) Proposal 3: Election of Nine Board Directors (4) Proposal 4: Election of Three Audit & Supervisory Board Member (5) Proposal 5: Revision of the Compensation System for Board Directors (6) Proposal 6: Revision of the Compensation Amount for Audit & Supervisory Board Members 2. Overview of Each Proposal (1) Proposal 1: Appropriation of Surplus The Company regards profit distribution to shareholders in cash as one of the most important policies and will effectuate a continuous, stable profit distribution at high levels. In addition, we use the dividend on equity ratio as our target index, and aim to keep this figure at a minimum of 5% based on the consolidated financial results for the mid- to long-term. Based on this policy, the Company intends to declare year-end dividends for the fiscal year under review as follows: ⅰ Dividend type Cash ⅱ Details of dividend allocation and total amount Dividend of 37.00 yen per common share Total dividends: 2,085,122,531 yen ⅲ Effective distribution date for dividends of surplus June 20, 2022 1 ENGLISH TRANSLATION OF JAPANESE-LANGUAGE DOCUMENT This is a translation of the original Japanese-language document and is provided for convenience only. In the event of any discrepancy between this translated document and Japanese original, the original shall prevail On October 1, 2021, the Company performed a stock split at a ratio of two shares per each common share. The above year-end dividend is equivalent to 74.00 yen per share when converted to the per-share dividend prior to the stock split. The annual dividend for the fiscal year under review, including an interim dividend of 65.10 yen, is equivalent to 139.10 yen per share prior to the stock split. (2) Proposal 2: Partial Amendment to the Articles of Incorporation 1. Reason for proposal The Company proposes to make additions to, amendments to, and deletions of the provisions of relevant articles for the following reasons. (1) In order to enhance the independent and objective management supervision functions of the Company, the provisions of Article 25 of the current Articles of Incorporation (Convener and Chair of Board of Directors) will be amended. (2) In order to prepare for future emergencies and enable agile management of General Shareholders’ Meeting, the provisions of Article 13 (Convocation) of the current Articles of Incorporation will be amended due to the enforcement of The Act for Partially Amending the Industrial Competitiveness Enhancement Act and Other Related Acts (Act No. 70 of 2021). Article 13, paragraph 2 of the Proposed Amendments will take effect on the condition that confirmation by the Minister of Economy, Trade and Industry as well as the Minister of Justice is received with regard to the Company holding a General Shareholders’ Meeting without specifying a physical venue. (3) In order to support the introduction of a system for the electronic provision of General Shareholders’ Meeting reference materials in line with the revision of the Companies Act, Section 8 Supplementary Provisions and Article 50 of the Proposed Amendments (Transitional Measures Regarding Article 15-2) will be added; Article 15-2 (Disclosure of Reference Documents for the General Shareholders’ Meeting and Other Information via the Internet and Deemed Provision) of the current Articles of Incorporation will be deleted effective as of the enforcement date on September 1, 2022 (the enforcement date of revised 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)); and “Added Provisions” in Article 50, paragraph (1) of the Proposed Amendments will be added as Article 15-2 (Measures, etc., for Providing Information in Electronic Format). The provisions of Article 15-2 of the current Articles of Incorporation will remain effective and will apply to a General Shareholders’ Meeting held on a date within six months from the enforcement date. Section 8 Supplementary Provisions and Article 50 will be deleted after six months from the enforcement date or after three months after a General Shareholders’ Meeting held on a date within six months from the enforcement date, whichever comes later. 2. Description of Amendments A description of the amendments is provided below. (Amended parts are underlined) Current Articles of Incorporation Proposed Amendments Articles 1 through 12 (Article text omitted) (Convocation) Article 13 An Ordinary General Shareholders’ Meeting of the Company shall be convened within three (3) months from Articles 1 through 12 (Same as current) (Convocation) Article 13 (Same as current) 2 ENGLISH TRANSLATION OF JAPANESE-LANGUAGE DOCUMENT This is a translation of the original Japanese-language document and is provided for convenience only. In the event of any discrepancy between this translated document and Japanese original, the original shall prevail Current Articles of Incorporation Proposed Amendments the day following the final day of each fiscal year. Extraordinary shareholders’ meetings shall be convened when necessary. 2 The Company may hold General (Addition) Articles 14 and 15 (Article text omitted) (Disclosure of Reference Documents for the General Shareholders’ Meeting and Other Information via the Internet and Deemed Provision) Article 15-2 When convening a General Shareholders’ Meeting, the Company, by using means employing the Internet as provided for by Ministry of Justice Order to disclose information related to matters to be written or displayed in General Shareholders’ Meeting reference documents, business reports, financial statements, and consolidated financial statements, may deem that it has provided said information to shareholders. Articles 16 through 24 (Article text omitted) (Convener and Chair of Board of Directors) Article 25 Unless otherwise provided for by laws and regulations, Board of Directors shall be convened and chaired by the President and CEO. In the event that President and CEO is unable to do so, one of the other Directors shall do so according to the order prescribed by the Board of Directors in advance. (Addition) Shareholders’ Meeting without a designated location. Articles 14 through 15 (Same as current) (Disclosure of Reference Documents for the General Shareholders’ Meeting and Other Information via the Internet and Deemed Provision) Article 15-2 (Same as current) * As stated in Article 50 of the proposed amendments, the Company shall delete this provision and newly establish it as (Measures, etc., for Providing Information in Electronic Format) effective as of the enforcement date on September 1, 2022 of the revised provisions 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). Articles 16 through 24 (Same as current) (Convener and Chair of Board of Directors) Article 25 Unless otherwise provided for by laws and regulations, Board of Directors shall be convened by the President. 2 The Chair of the Board of Directors shall be elected by the Board of Directors. The person elected as Chair shall serve as the Chair at all Board of Directors until the conclusion of the first Ordinary General Shareholders’ Meeting held following said election, unless otherwise provided for by laws and regulations or unless 3 ENGLISH TRANSLATION OF JAPANESE-LANGUAGE DOCUMENT This is a translation of the original Japanese-language document and is provided for convenience only. In the event of any discrepancy between this translated document and Japanese original, the original shall prevail Current Articles of Incorporation Proposed Amendments (Addition) Articles 26 through 49 (Article text omitted) (Addition) (Addition) (Addition) (Addition) another person is elected by the Board of Directors as the Chair of Board of Directors. 3. In the event that the convener or Chair of Board of Directors is unable to do so, one of the other Directors shall do so according to the order prescribed by the Board of Directors in advance. Articles 26 through 49 (Same as current) Section 8 Supplementary Provisions (Transitional Measures for Article 15-2) Article 50 The provisions of Article 15-2 (Disclosure of Reference Documents for the General Shareholders’ Meeting and Other Information via the Internet and Deemed Provision) shall be deleted effective as of the enforcement date on September 1, 2022 of the revised provisions 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 the “Date of Enforcement”), and the new provisions described below shall be added effective the same date as Article 15-2 (Measures, etc., for Providing Information in Electronic Format). (Added Provisions) (Measures, etc. for Providing Information in Electronic Format) Article 15-2 1 When convening a General Shareholders’ Meeting, the Company shall use means of electronic provision of information containing the content of shareholders’ meeting reference documents, etc. 2 Among items for which 4 ENGLISH TRANSLATION OF JAPANESE-LANGUAGE DOCUMENT This is a translation of the original Japanese-language document and is provided for convenience only. In the event of any discrepancy between this translated document and Japanese original, the original shall prevail Current Articles of Incorporation Proposed Amendments measures for providing information in electronic format will be taken, the Company may exclude all or some of those items designated by 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. 2 The provisions of the previous paragraph notwithstanding, the provisions of Article 15-2 (Disclosure of Reference Documents for the General Shareholders’ Meeting and Other Information via the Internet and Deemed Provision) of the current Articles of Incorporation shall remain effective and shall apply to General Shareholders’ Meeting held on a date within six (6) months from the Date of Enforcement. 3 Section 8 Supplementary Provisions and this Article shall be deleted after six (6) months from the Date of Enforcement or after three (3) months from the date of a General Shareholders’ Meeting provided for in the preceding paragraph, whichever comes later. 3. Change in Schedule Scheduled holding date of ordinary general meeting in order to amend Articles of Incorporation June 18, 2022 Scheduled implementation date of amendments of Articles of Incorporation (effective date) June 18, 2022 5 (Addition) (Addition) ENGLISH TRANSLATION OF JAPANESE-LANGUAGE DOCUMENT This is a translation of the original Japanese-language document and is provided for convenience only. In the event of any discrepancy between this translated document and Japanese original, the original shall prevail (3) Proposal 3: Election of Nine Board Directors The terms of all eight Board Directors will expire at the close of this Ordinary General Shareholders’ Meeting. Accordingly, to strengthen our management structure in line with the expansion of our medical and pharmaceutical business, the Company proposes to increase the number of Board Directors by one and to appoint nine Board Directors, including four Outside Board Directors. Each of the candidates for Board Director has agreed to their appointment. The candidates for Board Directors are as follows: No. Name Current position and responsibilities Eiji Sato President, Chief Executive Officer Group Chief Executive Officer Officer (Risk Management) CEO (Medical & Pharmaceutical Company) Reappointment Hitoshi Saito Board Director and Senior Executive Officer CEO (Electronics Company) Reappointment Eiji Takehara Masao Arima Board Director and Senior Executive Officer Compliance Officer Officer in charge of R&D Reappointment Managing Director Chief Business Development Officer (Medical & Pharmaceutical Company) New Tomoyuki Tanaka Masayuki Hizume Outside Board Director Keiko Tsuchiya Outside Board Director Asako Aoyama Outside Board Director Yumiko Kamada Outside Board Director New Reappointment Independent Reappointment Independent Reappointment Independent Reappointment Independent 1 2 3 4 5 6 7 8 9 6 ENGLISH TRANSLATION OF JAPANESE-LANGUAGE DOCUMENT This is a translation of the original Japanese-language document and is provided for convenience only. In the event of any discrepancy between this translated document and Japanese original, the original shall prevail Number of the Company’s shares owned Common Shares 388,824 shares No. 1 Eiji Sato (May 3, 1969) Reappointment Brief resume of positions, responsibilities, and important concurrent positions held Apr. 1992 Oct. 1999 June 2008 Apr. 2010 July 2010 Mar. 2011 Apr. 2011 Joined Tohmatsu & Co. (Currently Deloitte Touche Tohmatsu LLC) President of es Networks Co., Ltd. Board Director of the Company Executive Vice President and Representative Director of the Company Director of TAIYO INK INTERNATIONAL (SINGAPORE) PTE LTD Director of es Holdings Co., Ltd. (Currently es Networks Co., Ltd.) President, Chief Executive Officer, Group Chief Executive Officer of the Company Director of TAIYO INK (SUZHOU) CO., LTD. (Present post) Director of ONSTATIC TECHNOLOGY CO., LTD. (Present post) President and Representative Director of TAIYO INK MFG. CO., LTD. President and Representative Director of TAIYO GREEN ENERGY CO., LTD. In charge of risk management of the Company Chairman of the Board and Representative Director of TAIYO PHARMA CO., LTD. (Present post) Director of TAIYO INK MFG. CO., LTD. (Present post) Director of TAIYO PHARMA TECH CO., LTD. President and Representative Director of TAIYO PHARMA TECH CO., LTD. (Present post) President, Chief Executive Officer, Group Chief Executive Officer, Officer (Risk Management), CEO (Medical & Pharmaceutical Company) of the Company (Present post) Apr. 2012 Dec. 2012 Apr. 2014 Dec. 2014 June 2016 Aug. 2017 June 2018 Apr. 2019 Oct. 2019 May 2022 Reason for nomination as a candidate for Board Director Since his appointment as Board Director in 2008, Eiji Sato has served as Executive Vice President and Representative Director of the Company, was appointed President, Chief Executive Officer in 2011, and has overseen the management of the Company’s Group, including decision-making and supervision of business execution. He was selected as a candidate for Board Director as the Company expects that he will continue to play an important role in the Group’s decision-making and supervision of business execution. 7 ENGLISH TRANSLATION OF JAPANESE-LANGUAGE DOCUMENT This is a translation of the original Japanese-language document and is provided for convenience only. In the event of any discrepancy between this translated document and Japanese original, the original shall prevail Number of the Company’s shares owned Common Shares 60,718 shares No. 2 Hitoshi Saito (April 21, 1965) Reappointment Joined the Company Brief resume of positions, responsibilities, and important concurrent positions held Nov. 1995 Marketing Manager of Win System Inc. (Win System Europe) Sep. 1996 June 2001 Managing Director of TAIYO INK INTERNATIONAL (SINGAPORE) PTE LTD July 2001 General Manager/Director of TAIYO INK (THAILAND) CO., LTD. July 2010 Director of International Business Department of the Company June 2012 Director of TAIYO INK MFG. CO., LTD. (Present post) Apr. 2015 President and CEO of TAIYO INK PRODUCTS CO., LTD. May 2016 President and CEO of TAIYO INK MFG. CO., (KOREA) LTD. June 2016 Board Director of the Company July 2016 Board Director and Senior Executive Officer of the Company Apr. 2019 Director of TAIYO AMERICA, INC. (Present post) Oct. 2019 Director of TAIYO INK INTERNATIONAL (SINGAPORE) PTE LTD (Present post) Feb. 2020 Director of TAIYO TRADING (THAILAND) CO., LTD. (Present post) Apr. 2020 Chairman and CEO of TAIYO INK MFG. CO., (KOREA) LTD. Apr. 2020 Chairman and CEO of TAIYO INK PRODUCTS CO., LTD. May 2020 Chairman of the Board of TAIWAN TAIYO INK CO., LTD. (Present post) May 2020 Director of ONSTATIC New Material (JiangXi) Co., Ltd. (Present post) June 2020 Director of ONSTATIC INK (SHENZHEN) CO., LTD. June 2020 Director of TAIYO CIRCUIT AUTOMATION, INC. June 2020 Chairman of TAIYO INK VIETNAM CO., LTD (Present post) Oct. 2021 Chairman of the Board of ONSTATIC TECHNOLOGY CO., LTD. (Present post) Dec. 2021 Chairman of the Board of TAIYO INK (SUZHOU) CO., LTD. (Present post) Dec. 2021 Chairman of the Board of ONSTATIC INK (SHENZHEN) CO., LTD. (Present post) Jan. 2022 Director of Taiyang Feng Semiconductor Materials (SHENZHEN) CO., LTD. Jan. 2022 Chairman of the Board of TAIYO INK TRADING (SHENZHEN) CO., LTD. (Present (Present post) post) Jan. 2022 Director of TAIYO INK MFG. CO., (KOREA) LTD. (Present post) Jan. 2022 Director of TAIYO INK PRODUCTS CO., LTD. (Present post) May 2022 Board Director and Senior Executive Officer, CEO (Electronics Company) of the Company (Present post) Reason for nomination as a candidate for Board Director Hitoshi Saito possesses a wealth of marketing knowledge and management experience outside of Japan and has led the Group’s subsidiaries as a person in charge. He was selected as a candidate for Board Director as the Company expects that he will continue to use his experience and expertise in the Company’s decision-making. 8 ENGLISH TRANSLATION OF JAPANESE-LANGUAGE DOCUMENT This is a translation of the original Japanese-language document and is provided for convenience only. In the event of any discrepancy between this translated document and Japanese original, the original shall prevail Number of the Company’s shares owned Common Shares 81,218 shares No. 3 Eiji Takehara (September 7, 1963) Reappointment Brief resume of positions, responsibilities, and important concurrent positions held Apr. 1986 Joined the Company May 1999 Director of TAIYO INK MFG. CO., (KOREA) LTD. Nov. 2001 General Manager of Development Department I of the Company Oct. 2010 Director of TAIYO INK MFG. CO., LTD. June 2012 Executive Vice President and Representative Director of TAIYO INK MFG. CO., LTD. Apr. 2013 Managing Director of the Company June 2014 Board Director and Senior Executive Officer, Compliance Officer of the Company May 2016 Director of ONSTATIC TECHNOLOGY CO., LTD. June 2016 Director of TAIYO INK MFG. CO., LTD. June 2016 Chairman of the Board of TAIWAN TAIYO INK CO., LTD. June 2016 President and Representative Director of TAIYO GREEN ENERGY CO., LTD. Apr. 2017 Director of TAIYO GREEN ENERGY CO., LTD. (Present post) May 2017 Director of ONSTATIC INK (SHENZHEN) CO., LTD. Apr. 2018 Chairman of the Board and General Manager of TAIWAN TAIYO INK CO., LTD. June 2018 Jul. 2018 Apr. 2019 Board Director and Senior Executive Officer, Compliance Officer, Officer in In charge of TAIYO GREEN ENERGY CO., LTD. Chairman of the Board of TAIWAN TAIYO INK CO., LTD. charge of R&D of the Company (Present post) Reason chosen as a candidate for Board Director Eiji Takehara has worked on the expansion and reinforcement of the Company’s electronic materials business in Japan. He was selected as a candidate for Board Director as the Company expects that he will continue to use his experience and wide-ranging expertise in the Company’s decision-making. 9 ENGLISH TRANSLATION OF JAPANESE-LANGUAGE DOCUMENT This is a translation of the original Japanese-language document and is provided for convenience only. In the event of any discrepancy between this translated document and Japanese original, the original shall prevail Number of the Company’s shares owned Common Shares 22,653 shares No. 4 Masao Arima New (January 24, 1969) Brief resume of positions, responsibilities, and important concurrent positions held Apr. 1993 Joined the Company Apr. 2010 General Manager of Technology Headquarters Development Department II, Japan Taiyo Company MFG. CO., LTD. (Present post) post) Apr. 2012 Executive General Manager of Technology Development Department, TAIYO INK Apr. 2014 Executive General Manager of Sales Department, TAIYO INK MFG. CO., LTD. Apr. 2015 Senior Director of Research Division of the Company Apr. 2015 Director of Chugai Kasei Co., Ltd. (Currently Taiyo Fine Chemicals Co., Ltd.) Apr. 2017 Head of New Business Office of the Company Aug. 2017 President and Representative Director of TAIYO PHARMA CO., LTD. (Present Jan. 2018 Managing Director of the Company June 2021 Member of the Board of TAIYO PHARMA TECH CO., LTD. (Present post) May 2022 Managing Director, Chief Business Development Officer (Medical & Pharmaceutical Company) of the Company (Present post) in Reason chosen as a candidate for Board Director Masao Arima possesses over 20 years of extensive experience and technological development and research and knowledge development work in the Group, and has been involved in the launch of new medical and pharmaceutical businesses. Since 2017, he has led the medical and pharmaceutical business, which will continue to grow as the second growth pillar, as the Representative Director of TAIYO PHARMA CO., LTD. He was selected as a new candidate for Board Director as the Company expects that his experience and expertise will contribute to the enhancement of the corporate value of the Group. 10 ENGLISH TRANSLATION OF JAPANESE-LANGUAGE DOCUMENT This is a translation of the original Japanese-language document and is provided for convenience only. In the event of any discrepancy between this translated document and Japanese original, the original shall prevail Number of the Company’s shares owned Common Shares - shares Number of the Company’s shares owned Common Shares 1,400 shares Tomoyuki Tanaka (November 25, 1964) New Brief resume of positions, responsibilities, and important concurrent positions held Apr. 1988 Apr. 2012 Jan. 2016 Jan. 2019 Joined Dainippon Ink and Chemicals, Incorporated (Currently DIC Corporation) General Manager of Functional Pigment Sales Department, DIC Corporation General Manager of Pigment 2nd Sales Department, DIC Corporation General Manager of Color & Display Business Planning Department, DIC Corporation General Manager of Executive Officer Management Planning Department, DIC Corporation (Present post) Jan. 2021 Reason chosen as a candidate for Board Director Tomoyuki Tanaka has many years of extensive experience and knowledge in technology, research and development, and sales, as well as a track record of involvement in M&A. He was selected as a new candidate for Board Director as the Company expects that his experience and expertise will contribute to the enhancement of the corporate value of the Group. Masayuki Hizume March 2, 1963 Reappointment Outside Independent No. 5 No. 6 Joined Tohmatsu Awoki & Sanwa (Currently Deloitte Touche Tohmatsu LLC) Joined Hizume Certified Public Accounting Office Brief resume of positions, responsibilities, and important concurrent positions held Oct. 1988 Jan. 1994 June 1994 Outside Audit & Supervisory Board Member of the Company Jan. 2001 June 2012 Outside Director of the Company (Present post) July 2012 Apr. 2020 Director of TAIYO INK MFG. CO., (KOREA) LTD. Representative Partner of Hizume Tax Accounting Office (Present post) The Head of Masayuki Hizume Certified Public Accounting Office (Present post) Reason chosen as a candidate for Outside Board Director and overview of expected roles Masayuki Hizume possesses specialized knowledge as well as a wealth of experience and expertise as a certified public accountant. He was selected as a candidate for Outside Board Director as the Company expects that, through effective use of them, he will offer advice and findings beneficial to the management of the Group and will perform a management and supervisory role from a fair standpoint. 11 ENGLISH TRANSLATION OF JAPANESE-LANGUAGE DOCUMENT This is a translation of the original Japanese-language document and is provided for convenience only. In the event of any discrepancy between this translated document and Japanese original, the original shall prevail Number of the Company’s shares owned Common Shares 500 shares No. 7 Keiko Tsuchiya (May 13, 1960) Reappointment Outside Independent July 2004 Oct. 2005 Brief resume of positions, responsibilities, and important concurrent positions held Joined DENTSU INC. Apr. 1981 Joined Ferag Japan Co., Ltd. Apr. 1989 Joined Australian Trade Commission, Tokyo Apr. 1991 HR Planning & Organizational Effectiveness Director of Becton Dickinson Co., Jan. 1994 Ltd. Chief Researcher & Producer of Human Value Inc. Executive Officer and General Manager, Human Resources for Pacific Region of GE Toshiba Silicones Co., Ltd. (Currently Momentive Performance Materials Japan LLC) Senior HR Manager of Cisco Systems LLC Vice President, Human Resources of Johnson & Johnson Medical Company CHRO of Adecco Ltd., Japan General Manager of People Value of Adecco Ltd., Japan (Present post) Outside Board Director of the Company (Present post) Director of Teachers Initiative (Present post) Outside Director of Nippon Light Metal Holdings Company, Ltd. (Present post) Jan. 2009 Feb. 2011 Aug. 2015 Jan. 2016 June 2017 June 2019 June 2021 Reason chosen as a candidate for Outside Board Director and overview of expected roles Keiko Tsuchiya possesses a wealth of experience and expertise in the field of human resources, including recent management experience as a Director in the comprehensive human resources service industry, and management experience in companies in the healthcare, materials, and other manufacturing fields. She was selected as a candidate for Outside Board Director as the Company expects that, thorough effective use of them, she will offer advice and findings beneficial to the management of the Group, including in personnel divisions and in the strengthening of human resources, and will perform a management and supervisory role from a fair standpoint. 12 ENGLISH TRANSLATION OF JAPANESE-LANGUAGE DOCUMENT This is a translation of the original Japanese-language document and is provided for convenience only. In the event of any discrepancy between this translated document and Japanese original, the original shall prevail Number of the Company’s shares owned Common Shares 100 shares No. 8 Asako Aoyama (March 14, 1972) Reappointment Outside Independent Brief resume of positions, responsibilities, and important concurrent positions held Apr. 1994 Sep. 2001 Oct. 2004 Aug. 2008 Joined Tohmatsu & Co. (Currently Deloitte Touche Tohmatsu LLC) Joined Merrill Lynch Japan Securities Co., Ltd. Joined Coca-Cola (Japan) Company, Limited General Manager of Business Strategy Promotion of Coca-Cola (Japan) Company, Limited Manager of Commercial Finance CCL & Franchise Finance, Finance Headquarters of, Coca-Cola (Japan) Company, Limited Director and CFO of Tokyo Coca-Cola Bottling Co., Ltd. Executive Officer, Finance and Accounting General Manager of Coca-Cola East Japan Co., Ltd. Executive Officer, Commercial Finance General Manager of Coca-Cola East Japan Co., Ltd. Executive Officer, Transformation Project Leader of Coca-Cola Bottlers Japan Inc. Outside Audit & Supervisory Board Member of the Company Executive Officer, Head of Business Development of Coca-Cola Bottlers Japan Holdings Inc. General Manager, Global Finance Division of NEC Corporation Outside Board Director of the Company (Present post) Provisional Member of Business Accounting Council (Present post) Executive Officer of NEC Corporation (Present post) Oct. 2010 Mar. 2011 July 2013 Jan. 2016 May 2017 June 2018 Feb. 2019 Jan. 2020 June 2020 Feb. 2021 Apr. 2022 Reason chosen as a candidate for Outside Board Director and overview of expected roles Asako Aoyama has a wealth of experience and expertise in finance, accounting, and M&A through serving as a certified public accountant and through corporate management and business execution. She was selected as a candidate for Outside Board Director as the Company expects that, thorough effective use of them, she will offer advice and findings beneficial to the management of the Group and will perform a management and supervisory role from a fair standpoint. 13 ENGLISH TRANSLATION OF JAPANESE-LANGUAGE DOCUMENT This is a translation of the original Japanese-language document and is provided for convenience only. In the event of any discrepancy between this translated document and Japanese original, the original shall prevail Number of the Company’s shares owned Common Shares 100 shares No. 9 Yumiko Kamada (February 23, 1966) Reappointment Outside Independent Brief resume of positions, responsibilities, and important concurrent positions held Apr. 1989 June 2005 Nov. 2008 Joined East Japan Railway Company President and Representative Director of JR East Station Retailing Co., Ltd. General Manager, Life-style Business Development Headquarters of East Japan Railway Company Deputy Director, Frontier Service Research Laboratory, Research & Development Center of East Japan Railway Company Senior Executive Officer of Calbee, Inc. Part-time Director of LUMINE CO., LTD. (Present post) Outside Director of POLA ORBIS HOLDINGS INC. Outside Director of The Michinoku Bank, Ltd. (Present post) Representative Director of ONE GLOCAL (Present post) Outside Board Director of the Company (Present post) Outside Director of Private Finance Initiative Promotion Corporation of Japan (Present post) May 2013 Feb. 2015 Feb. 2015 Mar. 2015 June 2015 Dec. 2018 June 2020 June 2021 Reason chosen as a candidate for Outside Board Director and overview of expected roles Yumiko Kamada has a wealth of experience and expertise in corporate management and business execution gained in the fields of new business development and customer service at companies in other industries. She was selected as a candidate for Outside Board Director as the Company expects that, thorough effective use of them, she will offer advice and findings beneficial to the management of the Group and will perform a management and supervisory role from a fair standpoint. (Note) 1. Masayuki Hizume, Keiko Tsuchiya, Asako Aoyama, and Yumiko Kamada are candidates for Outside Board Directors. 2. Designation as Independent Officer The Company has designated the four individuals Masayuki Hizume, Keiko Tsuchiya, Asako Aoyama, and Yumiko Kamada as Independent Officers as provided for by the Tokyo Stock Exchange, Inc. If these four individuals are appointed, the Company plans to continue designating them as independent officers. 3. Terms of candidates for Outside Board Director – Masayuki Hizume currently serves as Outside Board Director of the Company. His term as Outside Board Director will be ten years as of the close of this Ordinary General Shareholders’ Meeting. In the past, he has served as Audit & Supervisory Board Member of the Company as well as Director of TAIYO INK MFG. CO., (KOREA) LTD., a consolidated subsidiary of the Company. – Keiko Tsuchiya currently serves as Outside Board Director of the Company. Her term as Outside Board Director will be five years as of the close of this Ordinary General Shareholders’ Meeting. – Asako Aoyama currently serves as Outside Board Director of the Company. Her term as Outside Board Director will be two years as of the close of this Ordinary General Shareholders’ Meeting. She has also served as an Outside Audit & Supervisory Board Member of the Company in the past. – Yumiko Kamada currently serves as Outside Board Director of the Company. Her term as Outside Board Director will be two years as of the close of this Ordinary General Shareholders’ Meeting. 4. The Company plans to appoint Tomoyuki Tanaka as a non-executive Director. 5. There is no special interest between the Company and the candidates or the Company and the companies below which the candidates concurrently represent. – Masayuki Hizume concurrently serves as the Head of Masayuki Hizume Certified Public Accounting Office and Representative Partner of Hizume Tax Accounting Office. – Yumiko Kamada concurrently serves as the Representative Director of ONE GLOCAL. 14 ENGLISH TRANSLATION OF JAPANESE-LANGUAGE DOCUMENT This is a translation of the original Japanese-language document and is provided for convenience only. In the event of any discrepancy between this translated document and Japanese original, the original shall prevail 6. At present, the Company has concluded agreements limiting liability for damages as set forth in Article 423, paragraph (1) of the Companies Act, pursuant to Article 427, paragraph (1) of the same Act, with each of the four individuals Masayuki Hizume, Keiko Tsuchiya, Asako Aoyama, and Yumiko Kamada. If the four individuals are appointed, the Company intends to continue the respective agreements with each. If Tomoyuki Tanaka is appointed, the Company intends to conclude an agreement with him that will limit liability for damages as set forth in Article 423, paragraph (1) of the Companies Act, pursuant to Article 427, paragraph (1) of the same Act. A general outline of the provisions of the agreements is as follows: – In the event that a director is liable for damages to the Company due to the neglect of duties, the director will bear the liability, limited to the minimum amount stipulated in laws and regulations. – The liability limitation mentioned above shall be available only if the director to whom the liability is attributable has executed duties in good faith and without gross negligence. 7. The Company has entered into a directors and officers liability insurance policy with an insurance company as stipulated in Article 430-3, paragraph (1) of the Companies Act, and the Company will cover damages incurred by the insured under the policy. If a candidate is appointed as a Board Director, the individual will be included as an insured party under the policy. For a summary of the details of the directors and officers liability insurance policy, please refer to “2. Current Status of the Company (3) Status of Corporate Officers 1) Status of Board Directors and Audit & Supervisory Board Members (as of March 31, 2022) Note 8. Summary, etc., of Details of Board Directors and Officers Liability Insurance Policy” on p. 44 of the Business Report of the Japanese original. 8. There is no plan to conclude an indemnity agreement between individual candidates and the Company regarding the expenses stipulated in Article 430-2 (1), paragraph (1), item (i) of the Companies Act and the loss stipulated in item (ii) of the same paragraph. 9. The “Number of the Company’s shares owned” by the candidates for Board Directors includes equity in the stock ownership association. 15 ENGLISH TRANSLATION OF JAPANESE-LANGUAGE DOCUMENT This is a translation of the original Japanese-language document and is provided for convenience only. In the event of any discrepancy between this translated document and Japanese original, the original shall prevail [Reference] Specialization and Experience of Directors Following This Ordinary Shareholders’ Meeting Name Global Position and post of responsibility in the Company following this Ordinary General Shareholders’ Meeting Corporate manage-ment Business strategy Production quality Research and develop-ment ESG and Sustaina-bility Human resources manage-ment and Diversity Finance, accounting and M&A Legal affairs and Risk manage- ment Board Director New ✓ ✓ ✓ ✓ Board Director New ✓ ✓ ✓ ✓ ✓ ✓ ✓ ✓ ✓ ✓ ✓ ✓ ✓ ✓ ✓ ✓ ✓ ✓ ✓ ✓ ✓ Eiji Sato President, Chief Executive Officer Hitoshi Saito Executive Vice President Eiji Takehara Chair of Board of Directors Masao Arima Tomoyuki Tanaka Masayuki Hizume Outside Board Director Keiko Tsuchiya Outside Board Director Asako Aoyama Outside Board Director Yumiko Kamada Outside Board Director ✓ ✓ ✓ ✓ Indepen-dent Indepen-dent Indepen-dent Indepen-dent ✓ ✓ ✓ 16 (4) Proposal 4: Election of Three Audit & Supervisory Board Member As the terms of Audit & Supervisory Board Members Hidenori Sugiura and Masaru Oki will expire at the close of this Ordinary General Shareholders’ Meeting, the Company proposes to appoint three Audit & Supervisory Board Members. Each of the three candidates for Audit & Supervisory Board Member has given consent to their appointment, and the Company has received the consent of the Board of Audit & Supervisory Board Members for the proposal. ENGLISH TRANSLATION OF JAPANESE-LANGUAGE DOCUMENT This is a translation of the original Japanese-language document and is provided for convenience only. In the event of any discrepancy between this translated document and Japanese original, the original shall prevail The candidates for Audit & Supervisory Board Member are as follows: Name Positions and concurrent positions held Hidenori Sugiura Outside Audit & Supervisory Board Member of the Company Kaori Terunuma Director of the Accounting Department of the Company Ikumi Sato Executive Governor, Japan Attorneys National Pension Attorney Partner, Nozomi Sogo Attorneys at Law Fund Outside Director, DAI-DAN CO., LTD. Reappointment Outside Independent New New Outside Independent Number of the Company’s shares owned Common Shares - shares No. 1 Hidenori Sugiura (March 20, 1961) Reappointment Outside Independent Apr. 2004 Brief resume of positions and important concurrent positions held Joined The Long-Term Credit Bank of Japan, Limited Apr. 1984 Joined UBS Trust & Banking (Japan) Ltd July 1998 Joined IBJ Securities Co., Ltd. (Currently Mizuho Securities Co., Ltd.) July 2000 General Manager of Investment Bank 4th Department, Investment Bank Group, Oct. 2003 Mizuho Securities Co., Ltd. General Manager of Corporate Finance Division No. 1, Capital Markets Group, Mizuho Securities Co., Ltd. Senior Fellow of Strategic Research Dept., Management Planning Group, Mizuho Securities Co., Ltd. Distinguished Associate Professor of Graduate School of Management, Kyoto University Part-time Lecturer of Graduate School of Commerce and Management, Hitotsubashi University Distinguished Professor, Graduate School of Management, Kyoto University Outside Audit & Supervisory Board Member of the Company (Present post) Audit & Supervisory Board Member of TAIYO PHARMA TECH CO., LTD. (Present post) Apr. 2008 June 2018 Apr. 2019 Oct. 2007 Apr. 2006 Apr. 2005 Reason chosen as a candidate for Outside Audit & Supervisory Board Member Hidenori Sugiura possesses extensive experience and expertise concerning finance, including serving as a university professor and lecturer with expertise in finance based on his work experience in the securities and finance industry. He was selected as a candidate for Outside Audit & Supervisory Board Member as the Company expects that he will be able to properly execute the duties thereof. 17 No. 1 2 3 ENGLISH TRANSLATION OF JAPANESE-LANGUAGE DOCUMENT This is a translation of the original Japanese-language document and is provided for convenience only. In the event of any discrepancy between this translated document and Japanese original, the original shall prevail Number of the Company’s shares owned Common Shares 752 shares Number of the Company’s shares owned Common Shares - shares No. 2 Kaori Terunuma (December 29, 1982) New Brief resume of positions and important concurrent positions held Apr. 2005 Aug. 2013 Mar. 2016 June 2019 Jan. 2020 July 2020 Oct. 2020 June 2022 Joined Mitsui & Co., Ltd. Joined CROSS FIELDS Joined coconala Inc. Joined the Company Director of the Accounting Department of the Company (Present post) Auditor of TAIYO INK (SUZHOU) CO., LTD. (Present post) Auditor of TAIYO INK PRODUCTS CO., LTD. (Present post) Audit & Supervisory Board Member of TAIYO INK MFG. CO., LTD. (to be appointed in June 2022) Reason chosen as a candidate for Audit & Supervisory Board Member Kaori Terunuma possesses extensive expertise and work experience concerning finance and accounting, and possesses experience from 2020 as an auditor at an overseas subsidiary of the Company. She was selected as a candidate for Audit & Supervisory Board Member as the Company expects that she will be able to properly execute the duties thereof. No. 3 New Outside Independent Ikumi Sato (December 25, 1963) Sep. 1995 Sep. 1995 Mar. 2013 Apr. 2017 Apr. 2018 Apr. 2019 Brief resume of positions and important concurrent positions held Apr. 1990 Mar. 1992 Registered as an attorney at law (Tokyo Bar Association) Cancellation of registration in Tokyo Bar Association for travel to the United States Registered as an attorney, State of New York, USA Re-registered as an attorney at law (Daini Tokyo Bar Association) Joined Yabuki Law Offices Deputy Chair, Daini Tokyo Bar Association Executive Governor, Japan Federation of Bar Associations Information Disclosure and Personal Information Protection Commission Member, Ministry of Internal Affairs and Communications Audit & Supervisory Board Member, DAI-DAN CO., LTD. Partner and Attorney, Nozomi Sogo Attorneys at Law (Present post) Executive Governor, Japan Attorneys National Pension Fund (Present post) June 2019 Jan. 2021 Apr. 2021 June 2021 Outside Director, DAI-DAN CO., LTD. (Present post) Reason chosen as a candidate for outside Audit & Supervisory Board Member As an attorney, Ikumi Sato possesses extensive expertise and experience concerning corporate legal practice, IT and intellectual property rights, overseas legal practice, etc. She was selected as a candidate for Outside Audit & Supervisory Board Member as the Company expects that she will be able to properly execute the duties thereof. (Note) 1. Hidenori Sugiura and Ikumi Sato are candidates for Outside Audit & Supervisory Board Members. 2. Designation of Independent Officers At present, the Company has designated Hidenori Sugiura as an Independent Officer as provided for by the Tokyo Stock Exchange, Inc., and has issued notice to the Tokyo Stock Exchange, Inc. Hidenori Sugiura and Ikumi Sato fulfill the requirements for Independent Officers as provided for by the Tokyo Stock Exchange, Inc. If they are appointed, the Company plans to issue notice to the Tokyo Stock 18 ENGLISH TRANSLATION OF JAPANESE-LANGUAGE DOCUMENT This is a translation of the original Japanese-language document and is provided for convenience only. In the event of any discrepancy between this translated document and Japanese original, the original shall prevail Exchange, Inc. as Independent Officers. 3. Hidenori Sugiura currently serves as Outside Audit & Supervisory Board Member of the Company. His term will be four years as of the close of this Ordinary General Shareholders’ Meeting. 4. There is no special interest between the Company and the candidates. 5. At present, the Company has concluded an agreement with Hidenori Sugiura limiting liability for damages as set forth in Article 423, paragraph (1) of the Companies Act, pursuant to Article 427, paragraph (1) of the same Act. If he is appointed, the Company intends to continue the agreement. If Ikumi Sato is appointed, the Company intends to conclude an agreement with her that will limit liability for damages as set forth in Article 423, paragraph (1) of the Companies Act, pursuant to Article 427, paragraph (1) of the same Act. A general outline of the agreement provisions is as follows: – In the event that an Audit & Supervisory Board Member is liable for damages to the Company due to the neglect of duties, the Audit & Supervisory Board Member will bear the liability, limited to the minimum amount stipulated in laws and regulations. – The liability limitation mentioned above shall be available only if limited to instances in which the Audit & Supervisory Board Member to whom the liability is attributable has executed duties in good faith and without gross negligence. 6. The Company has entered into a directors and officers liability insurance policy with an insurance company as stipulated in Article 430-3, paragraph (1) of the Companies Act, and the Company will cover damages incurred by the insured under the policy. If a candidate is appointed as an Audit & Supervisory Board Member, the individual will be included as an insured party under the policy. For a summary of the details of the directors’ and officers’ liability insurance policy, please refer to “2. Current Status of the Company (3) Status of Corporate Officers 1) Status of Board Directors and Audit & Supervisory Board Members (as of March 31, 2022) Note 8. Summary, etc. of Details of Board Directors and Officers Liability Insurance Policy” on p. 44 of the Business Report of the Japanese original. 7. There is no plan to conclude an indemnity agreement between individual candidates and the Company regarding the expenses stipulated in Article 430-2 (1), paragraph (1), Item 1 of the Companies Act and the loss stipulated in Item 2 of the same paragraph. 8. Kaori Terunuma is entered into Japan’s family register as Kaori Sasaki. 9. The “Number of the Company’s shares owned” by the candidates for Audit & Supervisory Board Member includes equity in the stock ownership association. [Reference] Expertise and experience of Audit & Supervisory Board Members following this Ordinary General Shareholders’ Meeting Name Global Corporate manage-ment Business strategy Production quality Research and develop-ment ESG and Sustaina-bility Human resources manage-ment and Diversity Finance, accounting and M&A Legal affairs and Risk manage-ment Akihito Sakai Independent Hidenori Sugiura Independent Current position, responsibilities and title at Company Outside Audit & Supervisory Board Member Outside Audit & Supervisory Board Member Audit & Supervisory Board Member Outside Audit & Supervisory Board Member New New Independent Kaori Terunuma Ikumi Sato 19 ✓ ✓ ✓ ✓ ✓ ✓ ✓ ✓ ✓ ✓ ✓ ✓ ENGLISH TRANSLATION OF JAPANESE-LANGUAGE DOCUMENT This is a translation of the original Japanese-language document and is provided for convenience only. In the event of any discrepancy between this translated document and Japanese original, the original shall prevail (5) Proposal 5: Revision of the Compensation System for Board Directors As a performance-based compensation system aiming at providing motivation for enhancement of the Group’s corporate value over the medium to long term, the Company has introduced performance cash bonus and performance cash bonus deferral in restricted stock (hereinafter collectively referred to as “performance-based compensation”), and has paid performance-based compensation to Executive Board Directors (those Board Directors specified in the provisions of Article 363, paragraph (1) of the Companies Act; the same applies hereinafter). This proposal requests shareholders’ approval for a partial change to the content of the performance-based compensation system, for the purpose of reducing the workload for calculating performance-based compensation and enabling earlier settlement of accounts, in line with the growth of the scale of the Group, the introduction of a consolidated tax payment system, etc. If Proposal 3 “Election of Nine Directors” is approved and passed as originally proposed, the number of Board Directors of the Company will be nine (including four Outside Board Directors), of which four will be Executive Board Directors. 1. Details of Changes to the Performance-Based Compensation System for Board Directors Compensation for Board Directors of the Company has in the past been approved by shareholders, and currently exists, as follows: Date of Resolution June 29, 2010 64th Ordinary General Shareholders’ Meeting June 20, 2014 68th Ordinary General Shareholders’ Meeting June 19, 2021 75th Ordinary General Shareholders’ Meeting Type of Compensation Performance cash bonus Performance cash bonus deferral in restricted stock Same as above Restricted stock compensation Description of Resolution Aggregate base salary Aggregate base salary for Board Directors of not more than 300 million yen Performance cash bonus for Executive Board Directors shall be a cash payment of not more than 1.6% of consolidated net income*1 in each fiscal year Performance cash bonus deferral in restricted stock for Executive Board Directors shall be cash payment of not more than 3.4% of profit attributable to owners of parent in each fiscal year (with payment of said cash premised on its use as funds to acquire new common shares issued or disposed of by the Company), and not more than 200,000 shares of common stock*2 per fiscal year (hereinafter “maximum issued number of performance-based shares”) issued or disposed of by the Company as a performance-based stock compensation. for Restricted stock compensation (monetary claims allotment of restricted stock) of not more than 300 million yen per year, and not more than 80,000 shares of common stock*2 per fiscal year (hereinafter “maximum issued number of restricted shares”) issued or disposed of by the Company as a restricted stock compensation system (Note) 1. Due to the revision of accounting standards in September 2013, the amount which had heretofore been stated as “net income” on the Consolidated Statement of Income has been changed to “profit attributable to owners of parent” from the 70th fiscal year. Performance cash bonus is therefore paid based on the metric “profit attributable to owners of parent”; however, this represents no change from the prior metric. 2. At the 75th Ordinary General Shareholders’ Meeting held on June 19, 2021, a resolution was passed to set the maximum issued number of performance-based shares at 100,000 shares and the maximum issued number of restricted shares at 40,000 shares. Subsequently, however, these maximums have been amended to 200,000 and 80,000 shares, respectively, due to the 2-for-1 split of common stock of the Company performed on October 1, 2021. 20 ENGLISH TRANSLATION OF JAPANESE-LANGUAGE DOCUMENT This is a translation of the original Japanese-language document and is provided for convenience only. In the event of any discrepancy between this translated document and Japanese original, the original shall prevail With regard to the method of calculating the performance-based compensation amount of the above compensation for Board Directors, while maintaining a policy of calculation by the method of multiplication by a prescribed payment rate with “profit attributable to owners of parent” as a metric, this proposal seeks shareholders’ approval for a change to the method of calculating the amount substantially equivalent to “profit attributable to owners of parent” and, using said amount as a metric, multiplying by the prescribed payment rate, considering the most recent three fiscal years’ averages for the effective tax rate and for profit margin attributable to non-controlling shareholders on profit before income taxes. The purpose of the change is to reduce the workload for calculating performance-based compensation and enable earlier settlement of accounts in line with the growth of the scale of the Group, the introduction of a consolidated tax payment system, etc. Its purpose is not a substantial revision of the content of the compensation system for Board Directors, policy for its determination, or the compensation structure, nor is it an increase in the maximum amount of performance-based compensation or in the number of allotted shares. Details of the change are as follows: (1) Performance Cash Bonus The Company may pay Executive Board Directors money not more than the amount (maximum amount) calculated by the following method as performance cash bonus. Performance cash bonus (maximum amount) = Profit before income taxes × (1 – most recent three fiscal years’*1 average effective tax rate*2 – most recent three fiscal years’*1 average profit margin attributable to non-controlling shareholders*3)*4 ×1.6% *1 Most recent three fiscal years: The three fiscal years prior to becoming eligible for payment of the performance cash bonus *2 Effective tax rate: “Corporate tax, etc., contribution after accounting for income tax” disclosed in the Annual Securities Report *3 Profit margin attributable to non-controlling shareholders: Profit attributable to non-controlling shareholders (rounded down to nearest million yen) ÷ Profit before income taxes (rounded down to nearest million yen) *4 The percentage calculated as (1 – most recent three fiscal years’ average effective tax rate – most recent three fiscal years’ average profit margin attributable to non-controlling shareholders) is rounded to the third decimal place (2) Performance Cash Bonus Deferral in Restricted Stock The Company may pay Executive Board Directors money not more than the amount (maximum amount) calculated by the following method as performance cash bonus deferral in restricted stock, to be used as funds for acquisition of common stock newly issued or disposed of by the Company. Performance cash bonus deferral in restricted stock (maximum amount) = Profit before income taxes × (1 – most recent three fiscal years’*1 average effective tax rate*2) – most recent three fiscal years’*1 average profit margin attributable to non-controlling shareholders*3)*4 ×3.4% 21 ENGLISH TRANSLATION OF JAPANESE-LANGUAGE DOCUMENT This is a translation of the original Japanese-language document and is provided for convenience only. In the event of any discrepancy between this translated document and Japanese original, the original shall prevail *1 The three fiscal years prior to becoming eligible for payment of the performance cash bonus deferral in restricted stock *2 Effective tax rate: “Corporate tax, etc. contribution after accounting for income tax” disclosed in the Annual Securities Report *3 Profit margin attributable to non-controlling shareholders: Profit attributable to non-controlling shareholders (rounded down to nearest million yen) ÷ Profit before income taxes (rounded down to nearest million yen) *4 The percentage calculated as (1 – most recent three fiscal years’ average effective tax rate – most recent three fiscal years’ average profit margin attributable to non-controlling shareholders) is rounded to the third decimal place The specific payment period and allocation, etc., will be left to the Board of Directors. 2. Reasons for Appropriateness of Changes to the Performance-Based Compensation System for Board Directors As noted in “1. Details of Changes to the Performance-Based Compensation System for Board Directors” above, the performance-based compensation system according to this proposal does not effectively change the existing performance-based compensation system. The performance-based compensation system to be changed under this proposal was decided with consideration of the business conditions of the Company, payment policy under the compensation system for Board Directors (refer to “2. Current Status of the Company (3) Status of Corporate Officers 3) Compensation, etc., of Board Directors and Audit and Supervisory Board Members for the Current Fiscal Year (b) Matters Concerning the Policy for Determining the Details of Individual Board Directors’ Compensation, etc.” on p. 44 of the Business Report of the Japanese original), and other circumstances, and the Company has deemed the change to be appropriate. (Reference) 1. About the Performance-Based Compensation System for the Fiscal Year Ending March 2023 In the performance-based compensation system for the fiscal year ending March 2023 and later, in addition to the changes under this proposal, the Company plans to change the payment rate in the formula for the total performance cash bonus (total amount paid) from 1.6% to 0.8%. Performance cash bonus Item Through the fiscal year ended March 2022 Formula for maximum amount Profit attributable to owners of parent × 1.6% Formula for total compensation (total amount paid) Profit attributable to owners of parent × 1.6% From the fiscal year ending March 2023 Profit before income taxes × (1 – most recent three fiscal years’ average effective tax rate) – most recent three fiscal years’ average profit margin attributable to non-controlling shareholders) ×1.6% Profit before income taxes × (1 – most recent three fiscal years’ average effective tax rate) – most recent three fiscal years’ average profit margin attributable to non-controlling shareholders) ×0.8% 22 ENGLISH TRANSLATION OF JAPANESE-LANGUAGE DOCUMENT This is a translation of the original Japanese-language document and is provided for convenience only. In the event of any discrepancy between this translated document and Japanese original, the original shall prevail Performance cash bonus deferral in restricted stock Through the fiscal year ended March 2022 Item From the fiscal year ending March 2023 Formula for maximum amount Profit attributable to owners of parent × 3.4% Formula for total compensation (total amount paid) Profit attributable to owners of parent × 3.4% Profit before income taxes × (1 – most recent three fiscal years’ average effective tax rate) – most recent three fiscal years’ average profit margin attributable to non-controlling shareholders) ×3.4% Profit before income taxes × (1 – most recent three fiscal years’ average effective tax rate) – most recent three fiscal years’ average profit margin attributable to non-controlling shareholders) ×3.4% 2. Planned Amount of Performance-Based Compensation in the Fiscal Year Ending March 2023 In the “Consolidated Financial Results for the Fiscal Year Ended March 31, 2022 ” released on April 28, 2022, the consolidated financial results forecast for profit attributable to owners of parent in the 77th period (the fiscal year ending March 2023) was announced as 12,800 million yen. Profit before income taxes in the consolidated financial results forecast is 18,400 million yen, with the planned amount of performance-based compensation in the 77th period as follows: Planned Amount of Performance-Based Compensation Performance Cash Bonus (million yen) Performance Cash Bonus Deferral in Restricted Stock (million yen) 208 [204] 104 [102] 442 [435] 442 [435] Item Maximum amount Total compensation (total amount paid) (Note) 1. The maximum amount and the total compensation (total amount paid) calculated from the formula used through the fiscal year ended March 2022 are represented in brackets (with 0.8% used as the payment rate for total performance cash bonus (total amount paid)). 2. The provisional value for the most recent three fiscal years’ average effective tax rate and the most recent three fiscal years’ average profit margin attributable to non-controlling shareholders are as follows: The figures shown are rounded off to the third decimal place, but rounding is not performed during the calculation process. Item Effective tax rate Profit margin attributable to non-controlling shareholders Fiscal year ended March 2020 Fiscal year ended March 2021 Fiscal year ended March 2022 27.66% 28.24% 29.25% Most recent three fiscal years’ average 28.38% 1.06% 0.50% 1.14% 0.90% * As the effective tax rate for the fiscal year ended March 2022 has not been finalized as of this writing, it is a provisional value calculated from profit before income taxes, total corporate taxes, etc., disclosed in the “Consolidated Financial Results for the Fiscal Year Ended March 31, 2022 ” released on April 28, 2022. Final values for the fiscal year ended 23 ENGLISH TRANSLATION OF JAPANESE-LANGUAGE DOCUMENT This is a translation of the original Japanese-language document and is provided for convenience only. In the event

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