リンテック（7966） – Notice of Convocation Annual General Meeting 2022

Note: This document has been translated from a part of the Japanese original for reference purposes only. In the event of any discrepancy between this translated document and the Japanese original, the original shall prevail. To Our Shareholders (Stock Exchange Code 7966) June 3, 2022 Makoto Hattori Representative Director, President LINTEC Corporation 23-23, Honcho, Itabashi-ku, Tokyo NOTICE OF CONVOCATION OF THE 128TH ANNUAL GENERAL MEETING OF SHAREHOLDERS Dear Shareholders: We would like to express our appreciation for your continued support and patronage. We are pleased to notify you that the 128th Annual General Meeting of Shareholders of LINTEC Corporation (the “Company”) will be held for the purposes as described below. There is a concern on the rebound of novel coronavirus (COVID-19) infection. We advise our shareholders to refrain from attending the meeting in person, regardless of your health condition, to ensure the safety of our shareholders and prevent the infection and the spread of COVID-19. You can exercise your voting rights in writing (submitting the voting rights exercise form) or via electromagnetic methods (via the Internet). If exercising your voting rights in writing or via electromagnetic methods, please review the attached Reference Documents for the General Meeting of Shareholders, and exercise your voting rights by 5:30 p.m. on Tuesday, June 21, 2022. 1. Date and Time: 2. Place: Wednesday, June 22, 2022 at 10:00 a.m. Japan time Conference room (4F) of the 2nd building of the Company’s head office located at 23-23, Honcho, Itabashi-ku, Tokyo, Japan 3. Meeting Agenda: Matters to be reported: 1. The business report, consolidated financial statements for the Company’s 128th Fiscal Year (April 1, 2021 – March 31, 2022) and results of audits by the Accounting Auditors and the Audit and Supervisory Committee of the consolidated financial statements 2. Non-consolidated financial statements for the Company’s 128th Fiscal Year (April 1, 2021 – March 31, 2022) Partial Amendments to the Articles of Incorporation Election of 9 Directors (excluding Directors serving as Audit and Supervisory Committee Members) Proposals to be resolved: Proposal 1 Proposal 2 – 1 – 4. Instructions for exercising voting rights Please refer to “Guide to Exercising Voting Rights” (Japanese version only). 5. Disclosure on the Internet (1) The following items are posted on the Company’s website in accordance with relevant law and with Article 15 of the Company’s Articles of Incorporation, and therefore not included in the notice of convocation of this Annual General Meeting of Shareholders. 1) Business Report – Major business sites and factories – System to ensure the appropriateness of the execution of business Company, etc. control – Matters related to rights to acquire stock of the – Basic policies related to the Company’s ownership 2) Consolidated Financial Statements 3) Non-Consolidated Financial Statements – Notes to Consolidated Financial Statements – Notes to Non-Consolidated Financial Statements (Notes) The business report that has been audited by Audit and Supervisory Committee and the consolidated financial statements and non-consolidated financial statements that have been audited by Accounting Auditors and Audit and Supervisory Committee include the abovementioned items as well as those listed in the appendix for the notice of convocation of this Annual General Meeting of Shareholders. (2) Should the Reference Documents for the General Meeting of Shareholders, the business report, and the consolidated financial statements and non-consolidated financial statements require revisions, the revised versions will be immediately disclosed on the Company’s website. Attending the meeting – Registration will be scheduled to be open and available from 9:30 a.m. – As enough distance needs to be placed between seating, the available number of seats is significantly reduced. Accordingly, we may have to decline your admission to the meeting despite your arrival. – The Meeting will be held for shorter hours to reduce the risks of infection and contagion. The shareholder briefings and the distribution of souvenirs are canceled. – You are requested to receive temperature check and use hand sanitizer before admission to the venue and wear masks throughout the General Meeting of Shareholders. Please be advised that we may refuse the admission of shareholders who do not cooperate with our measures, who are found to have a high temperature by the temperature check, or who appear to be ill. – Windows and doors may be kept open regardless of the temperature on the day for ventilation purposes. – Further information will be provided on our website in the event that a major change in holding the General Meeting of Shareholders occurs, subject to future circumstances. – When attending the meeting, please submit the enclosed voting rights exercise form at the reception The Company’s website: https://www.lintec.co.jp/ir/event/meeting.html desk to register your attendance. – 2 – Reference Documents for the General Meeting of Shareholders Proposal 1 Partial Amendments to the Articles of Incorporation 1. Reasons for the amendment The amended provisions stipulated in the proviso of Article 1 of the supplementary provisions of the “Act Partially Amending the Companies Act” (Act No. 70 of 2019) will be enforced on September 1, 2022. Accordingly, in order to prepare for the introduction of the system for electronic provision of materials for the General Meeting of Shareholders, the Articles of Incorporation of the Company shall be amended as follows. (1) Proposed Article 15, Paragraph 1 provides that information contained in the Reference Documents for the General Meeting of Shareholders, etc. shall be provided electronically. (2) The purpose of the proposed Article 15, Paragraph 2 is to establish a provision to limit the scope of matters to be included in the printed documents to be sent to shareholders who have requested them. (3) The provisions related to the disclosure via the internet and deemed provision of Reference Documents for the Shareholders’ Meeting, etc. (Article 15 of the current Articles of Incorporation) will become unnecessary and will therefore be deleted. (4) In line with the above establishment and deletion of the provisions, supplementary provisions related to the effective date, etc. shall be established. 2. Description of the amendment Current (Disclosure via the Internet and Deemed Provision of Reference Documents for the Shareholders’ Meeting, etc.) (Amended parts are underlined.) Proposed amendment Article 15. The Company may, when convening a General Meeting of Shareholders, deem that it has provided information to shareholders pertaining to matters to be described or indicated in the Reference Documents for the General Meeting of Shareholders, Business Report, Non-consolidated Financial Statements, and Consolidated Financial Statements, by disclosing such information through the Internet in accordance with the provisions as prescribed by the Ministry of Justice Order. (Measures for Electronic Provision, etc.) Article 15. The Company shall, when convening a General Meeting of Shareholders, provide information contained in the Reference Documents for the General Meeting of Shareholders, etc. electronically. 2. Among the matters to be provided electronically, the Company may choose not to include all or part of the matters stipulated in the Ministry of Justice Order in the printed documents to be sent to shareholders who have requested them by the record date for voting rights. – 3 – Current Proposed amendment (Supplementary provisions) 1. The deletion of Article 15 (Disclosure via the Internet and Deemed Provision of Reference Documents for the Shareholders’ Meeting, etc.) of the pre-amendment Articles of Incorporation and the establishment of post-amendment Article 15 (Measures for Electronic Provision, etc.) shall come into effect on September 1, 2022. 2. Notwithstanding the provisions of the preceding paragraph, Article 15 (Disclosure via the Internet and Deemed Provision of Reference Documents for the Shareholders’ Meeting, etc.) of the pre-amendment Articles of Incorporation shall remain in force with respect to a General Meeting of Shareholders to be held on the end of February 2023 or earlier. 3. These supplementary provisions shall be deleted after March 1, 2023 or the lapse of three (3) months from the date of the General Meeting of Shareholders set forth in the preceding paragraph, whichever is later. – 4 – 1 2 3 4 5 6 7 8 9 Proposal 2 Election of 9 Directors (excluding Directors serving as Audit and Supervisory Committee Members) The term of office of all current 9 Directors (excluding Directors serving as Audit and Supervisory Committee Members, hereinafter the same applies throughout this proposal) will expire at the conclusion of this Annual General Meeting of Shareholders. As such, the election of 9 Directors is proposed. The Audit and Supervisory Committee evaluated the status of each candidate’s business execution and business performance of the Company for the fiscal year under review, and their career background and experience. The Audit and Supervisory Committee has accordingly judged that each candidate is qualified as a Director of the Company. The candidates are as follows: No. Name Current titles and responsibilities at the Company Attendance to the meetings of the Board of Directors [Re-elected] Akihiko Ouchi Representative Director, Chairman and CEO 100% (15/15 meetings) [Re-elected] Makoto Hattori Representative Director, President, CEO and COO 100% (15/15 meetings) [Re-elected] Gohei Kawamura 100% (15/15 meetings) [Re-elected] Tsunetoshi Mochizuki 100% (15/15 meetings) [Re-elected] Takeshi Kaiya 100% (15/15 meetings) [Re-elected] Yoichi Shibano 100% (10/10 meetings) Director, Senior Managing Executive Officer, Executive General Manager, Production Div., and in charge of Quality Assurance Div. and Environment & Safety Div. Director, Senior Managing Executive Officer, Executive General Manager, General Affairs & Human Resources Div. Director, Managing Executive Officer, Executive General Manager, Business Administration Div. Director, Senior Executive Officer, Executive General Manager, Administration Div. and General Manager, Finance & Accounting Dept. Akira Sebe Outside Director 100% (10/10 meetings) Akiko Okushima Outside Director 100% (15/15 meetings) Shigeru Sugimoto Outside Director 100% (10/10 meetings) [Re-elected] [Outside Director] [Re-elected] [Outside Director] [Independent] [Re-elected] [Outside Director] [Independent] – 5 – No. 1 2 Name (Date of birth) Brief personal history (Titles, responsibilities, and significant posts concurrently held) Number of shares of the Company held Akihiko Ouchi (January 2, 1945) [Re-elected] Years served as Director 22 Attendance to the meetings of the Board of Directors 15/15 meetings (100%) Makoto Hattori (October 12, 1957) [Re-elected] Years served as Director 7 Attendance to the meetings of the Board of Directors 15/15 meetings (100%) April 2014 June 2015 April 2017 April 2020 52,300 March 1967 April 1994 March 1998 June 2000 May 2002 June 2002 June 2004 June 2011 Joined the Company Manager, Nagoya Branch Office Plant Manager, Tatsuno Plant, Production Div. Director, Plant Manager, Tatsuno Plant, Production Div. Director, Executive General Manager, Production Div. Managing Director, Executive General Manager, Production Div. Representative Director, President Representative Director, President, CEO and COO Representative Director, Chairman and CEO (current position) April 2014 [Reasons for proposition] Mr. Akihiko Ouchi has a wealth of experience in business execution in the sales and production division at the Company. He also has 22 years of experience as a Director, 10 years of which as Representative Director, President as well as 8 years of which as Representative Director, Chairman and CEO. He has played a sufficient role in important decision-making at the Company’s Board of Directors, supervising business executions as a chief executive of management. He has been continuously selected as a Director candidate based on his management capabilities and past performance. April 1980 October 2005 Joined the Company General Manager, Semiconductor Materials Dept., Advanced Materials Operations, Business Administration Div. Executive General Manager, Advanced Materials Operations, Business Administration Div., General Manager, Semiconductor Materials Dept. Executive General Manager, Advanced Materials Operations, Business Administration Div. Executive Officer, Executive General Manager, Advanced Materials Operations, Business Administration Div. October 2009 October 2011 Director, Executive Officer, Executive General Manager, Advanced Materials Operations, Business Administration Div. Director, Managing Executive Officer, Executive General Manager, Business Administration Div. Representative Director, President, CEO and COO (current position) 23,100 [Reasons for proposition] Mr. Makoto Hattori has a wealth of experience in business execution in the sales division at the Company. He also has 7 years of experience as a Director, 2 years of which as Representative Director, President, CEO and COO. He has played a sufficient role in important decision-making at the Company’s Board of Directors and supervising business execution, and as a chief executive of management. He has been continuously selected as a Director candidate based on his management capabilities and past performance. – 6 – No. Name (Date of birth) Brief personal history (Titles, responsibilities, and significant posts concurrently held) Number of shares of the Company held 3 Gohei Kawamura (January 12, 1956) [Re-elected] Years served as Director 7 Attendance to the meetings of the Board of Directors 15/15 meetings (100%) April 2016 April 2017 April 2020 April 2022 April 1979 Joined the Company October 2005 Manager, Converted Paper Production Dept., Kumagaya Plant, June 2006 Production Div. Manager, Fine & Specialty Paper Production Dept., Kumagaya Plant, Production Div. September 2009 Chairman and President, LINTEC (SUZHOU) TECH June 2011 April 2014 CORPORATION (seconded) Executive Officer, Chairman and President, LINTEC (SUZHOU) TECH CORPORATION (seconded) Managing Executive Officer, Chairman and President, LINTEC (SUZHOU) TECH CORPORATION (seconded) Director, Managing Executive Officer, Chairman and President, LINTEC (SUZHOU) TECH CORPORATION (seconded) September 2015 Director, Managing Executive Officer, Deputy Executive June 2015 General Manager, Production Div. Director, Managing Executive Officer, Deputy Executive General Manager, Production Div., and in charge of Quality Assurance & Environmental Protection Div. Director, Managing Executive Officer, Executive General Manager, Production Div., and in charge of Quality Assurance & Environmental Protection Div. Director, Senior Managing Executive Officer, Executive General Manager, Production Div., and in charge of Quality Assurance & Environmental Protection Div. Director, Senior Managing Executive Officer, Executive General Manager, Production Div., and in charge of Quality Assurance Div. and Environment & Safety Div. (current position) 18,700 [Reasons for proposition] Mr. Gohei Kawamura has a wealth of experience in business execution in the production division at the Company as well as administration of overseas subsidiaries. He also has 7 years of experience as a Director. He has played a sufficient role in important decision-making at the Company’s Board of Directors and supervising business execution. He has been continuously selected as a Director candidate based on his past performance. – 7 – Name (Date of birth) Brief personal history (Titles, responsibilities, and significant posts concurrently held) January 1983 Joined the Company Number of shares of the Company held No. June 2006 June 2011 April 2014 June 2015 April 2020 4 Tsunetoshi Mochizuki (May 12, 1958) [Re-elected] Years served as Director 7 Attendance to the meetings of the Board of Directors 15/15 meetings (100%) General Manager, General Affairs & Legal Dept. and Human Resources Dept., General Affairs & Human Resources Div. Executive Officer, Executive General Manager, General Affairs & Human Resources Div., General Manager, General Affairs & Legal Dept. and Human Resources Dept. Managing Executive Officer, Executive General Manager, General Affairs & Human Resources Div., General Manager, Human Resources Dept. October 2014 Managing Executive Officer, Executive General Manager, General Affairs & Human Resources Div. Director, Managing Executive Officer, Executive General Manager, General Affairs & Human Resources Div. Director, Senior Managing Executive Officer, Executive General Manager, General Affairs & Human Resources Div. (current position) 21,540 [Reasons for proposition] Mr. Tsunetoshi Mochizuki has a wealth of experience in business execution in the general affairs and human resources division at the Company. He also has 7 years of experience as a Director. He has played a sufficient role in important decision-making at the Company’s Board of Directors and supervising business execution. He has been continuously selected as a Director candidate based on his past performance. – 8 – No. 5 6 Name (Date of birth) Brief personal history (Titles, responsibilities, and significant posts concurrently held) Number of shares of the Company held April 1984 Joined the Company October 2008 October 2013 April 2014 March 2016 April 2017 May 2019 April 2020 June 2020 General Manager, Information Electronic Materials Dept., Advanced Materials Operations, Business Administration Div. Deputy Executive General Manager, Advanced Materials Operations, Business Administration Div. Deputy Executive General Manager, Advanced Materials Operations, Business Administration Div., General Manager, Advanced Materials Sales Dept. of Osaka Branch Office Deputy Executive General Manager, Advanced Materials Operations, Business Administration Div., General Manager, Business Support Dept. Executive Officer, Executive General Manager, Advanced Materials Operations, Business Administration Div. Executive Officer, Executive General Manager, Advanced Materials Operations, Business Administration Div., General Manager, QMS Management Office Managing Executive Officer, Executive General Manager, Business Administration Div. Director, Managing Executive Officer, Executive General Manager, Business Administration Div. (current position) [Reasons for proposition] Mr. Takeshi Kaiya has a wealth of experience in business execution in the sales division at the Company. He also has 2 years of experience as a Director. He has played a sufficient role in important decision-making at the Company’s Board of Directors and supervising business execution. He has been continuously selected as a Director candidate based on his past performance. April 1987 March 2015 Joined the Company Director, LINTEC ASIA Pacific Regional Headquarters (seconded) Executive Officer, Executive General Manager, Administration Div. and General Manager, Finance & Accounting Dept. Senior Executive Officer, Executive General Manager, Administration Div. and General Manager, Finance & Accounting Dept. Director, Senior Executive Officer, Executive General Manager, Administration Div. and General Manager, Finance & Accounting Dept. (current position) April 2018 April 2021 June 2021 [Reasons for proposition] Mr. Yoichi Shibano has a wealth of experience in business execution in the administration division at the Company and in management at an overseas subsidiary of the Company. He also has 1 year of experience as a Director. He has played a sufficient role in important decision-making at the Company’s Board of Directors and supervising business execution. He has been continuously selected as a Director candidate based on his past performance. Takeshi Kaiya (November 19, 1961) [Re-elected] Years served as Director 2 Attendance to the meetings of the Board of Directors 15/15 meetings (100%) Yoichi Shibano (November 14, 1963) [Re-elected] Years served as Director 1 Attendance to the meetings of the Board of Directors 10/10 meetings (100%) 10,700 7,000 – 9 – No. 7 8 Name (Date of birth) Brief personal history (Titles, responsibilities, and significant posts concurrently held) Number of shares of the Company held Akira Sebe (December 12, 1965) [Re-elected] [Outside Director] Years served as Outside Director 1 Attendance to the meetings of the Board of Directors 10/10 meetings (100%) Akiko Okushima (February 1, 1958) [Re-elected] [Outside Director] [Independent Director] Years served as Outside Director 2 Attendance to the meetings of the Board of Directors 15/15 meetings (100%) April 1988 July 2014 June 2016 June 2018 April 2020 June 2020 June 2021 June 2021 Joined Jujo Paper Co., Ltd. General Manager, Forestry Dept., Raw Material & Purchasing Div., Nippon Paper Industries Co., Ltd. Deputy General Manager, Raw Material & Purchasing Div.; General Manager, Forestry Dept., Nippon Paper Industries Co., Ltd. General Manager, Raw Material & Purchasing Div.; General Manager, Forestry Dept., Nippon Paper Industries Co., Ltd. General Manager, Raw Material & Purchasing Div., Nippon Paper Industries Co., Ltd. Executive Officer, Raw Material & Purchasing Div., Nippon Paper Industries Co., Ltd. Outside Director, the Company (current position) Executive Officer, General Manager, Corporate Planning Div., in charge of Subsidiaries and Affiliated Companies, and in charge of International Business Div., Nippon Paper Industries Co., Ltd. (current position) [Reasons for proposition and expected role] Mr. Akira Sebe has knowledge and experience gained through engagement in business in the procurement division, etc. of Nippon Paper Industries Co., Ltd. for many years and also has experience as an Executive Officer of the said company. He has been utilizing his expertise in strengthening the supervisory functions of the Board of Directors of the Company, and thus, in the expectation that he will continue to fulfill the above-mentioned role, he has been selected as a candidate for Outside Director. April 1981 April 1991 Joined IBM Japan Ltd. Joined Electronic Data Systems Japan Ltd. February 1995 General Manager, Commercial Service Dept., Electronic Data March 1996 October 1998 July 1999 March 2001 June 2020 Systems Japan Ltd. General Manager, Data Warehouse Planning Dept., Japan Digital Equipment Ltd. Representative Director, President of the US Branch, Pharma Data Mining Research Institute, Inc. Representative Director and President, Brio Technology Japan Ltd. Representative Director and President, JBtoB CO., LTD. (current position) Outside Director, the Company (current position) [Reasons for proposition and expected role] Ms. Akiko Okushima is utilizing her wealth of management experience through many years of work in a different industry from that of the Company as Representative Director and President and her extensive knowledge and experience in marketing for strengthening the supervisory functions of the Board of Directors of the Company. In the expectation that she will continue to fulfill the above-mentioned role, she has been selected as a candidate for Outside Director. 200 600 – 10 – No. Name (Date of birth) Brief personal history (Titles, responsibilities, and significant posts concurrently held) Number of shares of the Company held April 1982 October 1985 Joined Housing and Urban Development Corporation (currently Urban Renaissance Agency) Joined Showa Ota & Co. (currently ERNST & YOUNG SHINNIHON LLC) Registered as Real Estate Appraiser Representative, Sakura & Co. (currently Crowe Sakura & Co.) (current position) Registered as Certified Public Accountant Registered as Certified Tax Accountant February 1989 March 1992 December 1995 Representative Member, Sakura Audit Corporation (currently June 1987 July 1988 Outside Director, the Company (current position) Representative, Sakura & Co. (current position) Sakura LLC) (current position) Visiting Professor, Chuo University Graduate School April 2008 June 2012 Outside Director, TSUMURA & CO November 2013 Supervisory Officer, Hulic Reit, Inc. June 2021 July 2021 [Reasons for proposition and expected role] Mr. Shigeru Sugimoto has sophisticated expertise and broad knowledge as well as many years of practical experience as a Certified Public Accountant, Real Estate Appraiser, and Certified Tax Accountant. Moreover, he has a wealth of management experience through his service as Outside Director and Supervisory Officer of companies in industries different from the industry of the Company while managing companies where he serves as Representative. He has been utilizing his above-mentioned qualities, and thus, in the expectation that he will continue to fulfill the above-mentioned role, he has been continuously selected as a candidate for Outside Director. 1,500 9 Shigeru Sugimoto (October 12, 1958) [Re-elected] [Outside Director] [Independent Director] Years served as Outside Director 1 Attendance to the meetings of the Board of Directors 10/10 meetings (100%) (Notes) 1. Mr. Yoichi Shibano, Mr. Akira Sebe, and Mr. Shigeru Sugimoto were newly elected at the 127th Annual General Meeting of Shareholders held on June 21, 2021. Thus, the attendance to the meetings of the Board of Directors indicated for them pertains to the meetings of the Board of Directors held following their assumption of office. 2. Mr. Akira Sebe has executed operations in the capacity of Executive Officer of Nippon Paper Industries Co., Ltd., which is a specified associated service provider of the Company. The Company purchases raw materials from and sells products to Nippon Paper Industries Co., Ltd. There is no special conflict of interests between the Company and each of the other candidates for Directors. 3. Mr. Akira Sebe, Ms. Akiko Okushima, and Mr. Shigeru Sugimoto are candidates for Outside Directors. 4. To ensure appointing competent personnel as Outside Directors, the Company stipulates in its Articles of Incorporation that the Company may enter into contracts for limitation of liability with non-executive directors, etc. pursuant to the provisions of Article 427, Paragraph 1 of the Companies Act, and the Company has entered into such contracts with Outside Directors who are non-executive directors, etc. The Company plans to renew such contracts for limitation of liability with Mr. Akira Sebe, Ms. Akiko Okushima and Mr. Shigeru Sugimoto if they are elected. The limit of the liability under such contracts shall be 10 million yen or the minimum amount set by laws and regulations, whichever is the greater. 5. The Company has entered into a directors and officers liability insurance contract, as stipulated in Article 430-3, Paragraph 1 of the Companies Act, with an insurance company. The said insurance contract covers legal damages and litigation expenses in the event that a claim for damages is filed against the insured due to an act committed by the insured in his/her capacity as a director or officer of the Company. However, the above insurance contract does not cover damages arising from the insured’s unlawful gain or benefit, criminal acts, illegal acts, fraudulent acts, or acts committed with the knowledge that they violate laws and regulations or other rules. The insurance premiums for all the insured are fully borne by the Company. Each of the candidates will be insured under the said insurance contract. The Company plans to renew the contract with the same contents at the time of the next renewal. 6. Ms. Akiko Okushima and Mr. Shigeru Sugimoto are registered as independent officers as stipulated by Tokyo Stock Exchange, Inc. with the said exchange. Ms. Akiko Okushima and Mr. Shigeru Sugimoto will remain independent officers if they are elected. – 11 – (Reference) Composition of the Board of Directors [as of June 22, 2022 and thereafter] The areas particularly expected to be performed by the respective Directors are as follows. No. Name Attribute Audit Corporate management, management strategy, SDGs Production, technology, research, IT Sales, marketing Finance, accounting, capital policy, M&A ● ● Human resources, labor, human resource development Legal affairs, risk management Global experience Knowledge of other industries Akihiko Ouchi Makoto Hattori Gohei Kawamura Tsunetoshi Mochizuki Takeshi Kaiya Yoichi Shibano Akiko Okushima Shigeru Sugimoto Masaaki Kimura Akira Sebe [Outside Director] [Independent Director] [Outside Director] [Independent Director] [Outside Director] 11 Satoshi Ohoka 12 Kanako Osawa [Independent Director] [Outside Director] [Independent Director] [Outside Director] 1 2 3 4 5 6 7 8 9 10 ● ● ● ● ● ● ● ● ● ● ● ● ● ● ● ● ● ● ● ● ● ● ● ● ● ● ● ● ● ● ● ● ● ● ● ● ● ● ● ● ● ● ● ● ● ● ● ● * The above table does not represent all of the knowledge of respective Directors. – 12 –