タカミヤ（2445） – Notice of the 54th Ordinary General Meeting of Shareholders 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. Securities Code: 2445 June 7, 2022 To our shareholders: Representative Director, President and Chairman Kazumasa Takamiya Takamiya Co., Ltd. 3-1 Ofuka-cho, Kita-ku, Osaka-shi, Osaka Notice of the 54th Ordinary General Meeting of Shareholders We are pleased to announce that the 54th Ordinary General Meeting of Shareholders of Takamiya Co., Ltd. (the “Company”) will be held as indicated below. In order to prevent the spread of the novel coronavirus disease (COVID-19), please refrain from traveling to the venue on the day of the meeting. Instead of attending the meeting in person, you may exercise your voting rights either in writing or via the Internet and other means. After reviewing the attached Reference Documents for the General Meeting of Shareholders, please exercise your voting rights no later than 5:30 p.m. (end of office hours), Wednesday, June 22, 2022 (JST). Thursday, June 23, 2022 at 10:00 a.m. (JST) (Reception starts at 9:30 a.m.) Head Office of the Company Grand Front Osaka Tower-B Bldg. 27F, 3-1, Ofuka-cho, Kita-ku, Osaka-shi, Osaka 1. The Business Report and the Consolidated Financial Statements for the 54th fiscal year (from April 1, 2021 to March 31, 2022), and the results of audits of the Consolidated Financial Statements by the Accounting Auditor and the Board of Corporate Auditors 2. The Non-consolidated Financial Statements for the 54th fiscal year (from April 1, 2021 to March 31, 2022) Partial Amendments to the Articles of Incorporation Election of Nine Directors (Excluding Directors Who Are Audit and Supervisory Committee Members) Election of Four Directors Who Are Audit and Supervisory Committee Members Determination of the Remuneration Amount for Directors (Excluding Directors Who Are Audit and Supervisory Committee Members) Determination of the Remuneration Amount for Directors Who Are Audit and Supervisory Committee Members Determination of the Remuneration Amount and Details of Stock Options for Directors (Excluding Directors Who Are Audit and Supervisory Committee Members and Outside Directors) Among the documents that should be attached to this notice, the Status of Share Acquisition Rights, Status of Accounting For those attending the meeting, please present the enclosed voting form at the reception desk on arrival at the meeting. Auditor, System to Ensure Properness of Operations of the Company, Consolidated Statement of Changes in Net Assets, Notes to Consolidated Financial Statements, Non-consolidated Statement of Changes in Net Assets, and Notes to Non-consolidated Financial Statements are posted on the website of the Company in accordance with the law and the Articles of Incorporation. Accordingly, the attached documents to this notice constitute a part of the documents that were audited by the Corporate Auditors and the Accounting Auditor. In addition, any corrections in the attached documents to this notice and Reference Documents for the General Meeting of Shareholders will be reported on the Company’s website. (https://www.takamiya.co/) – 1 – 1. Date and Time: 2. Venue: 3. Purpose of the Meeting Matters to be reported: Matters to be resolved: Proposal No. 1 Proposal No. 2 Proposal No. 3 Proposal No. 4 Proposal No. 5 Proposal No. 6 Measures to Prevent Spread of the Novel Coronavirus Disease (COVID-19) We would like to inform you about the measures to prevent spread of the novel coronavirus disease (COVID-19) at the 54th Ordinary General Meeting of Shareholders, as follows. We apologize for any inconvenience in advance, and we kindly ask for your understanding. In response to the spread of COVID-19, and in order to secure a useable venue, we will hold the meeting at the Company. Please refer to the “General Meeting of Shareholders Venue Information Map” (Japanese only) on the back of this convocation notice. Note that, as shareholders will be seated at a distance from each other, we will have a limited number of chairs. Therefore, please understand in advance that even if you do come to the venue on the day, there is a possibility that you will be refused entry to the meeting. There will be no gifts provided to attending shareholders. You can exercise your voting rights without traveling to the venue by the Internet, etc. or sending the enclosed voting form by post. For shareholders planning to attend the General Meeting of Shareholders in person, please check the details about prevention infection posted on the website of the Ministry of Health, Labor and Welfare of Japan in advance. Before traveling to the venue, please carefully take note of your own health condition on the day of the meeting. Executives and staff members will be wearing face masks when interacting with shareholders at the General Meeting of Shareholders. We may also ask for your cooperation in wearing a face mask, using alcohol disinfectant, and checking your temperature. Shareholders who arrive at the venue without a face mask will be given one if they express their will to wear one. Shareholders attending the meeting in person who feel unwell may be approached by staff members. – 2 – Reference Documents for General Meeting of Shareholders Proposals and Reference Information Proposal No. 1 1. Reasons for the proposal Partial Amendments to the Articles of Incorporation (1) The Company will transition to a company with an Audit and Supervisory Committee in order to reinforce the supervisory functions of the Board of Directors and achieve highly transparent management, aiming to construct a system that can better meet the expectations of stakeholders in Japan and overseas. For this purpose, we will establish new provisions related to the Audit and Supervisory Committee and Audit and Supervisory Committee Members that are necessary for the transition to a company with an Audit and Supervisory Committee, and will remove the provisions related to the Corporate Auditors and the Board of Corporate Auditors. (2) Pursuant to Article 427, paragraph (1) of the Companies Act, the Company proposes to amend the current Articles of Incorporation 30. (2) (Article 33, paragraph (2) of the proposed amendment) in order to enter into a liability limitation agreement with Directors who are not Executive Directors, etc., so that they can fully exert the roles expected of them. The Company has obtained the consent of each Audit & Supervisory Board Member regarding the amendment of the current Articles of Incorporation 30. (2). (3) Since 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) are to be enforced on September 1, 2022, the Company proposes to make the following changes to its Articles of Incorporation in preparation for the introduction of the system for providing informational materials for the General Meeting of Shareholders in electronic format. (i) Article 14 in the proposed amendments below will newly establish the provisions to stipulate that the Company shall take measures for providing information that constitutes the content of Reference Documents for the General Meeting of Shareholders, etc. in electronic format, and to limit the scope of the items to be stated in the paper-based documents to be delivered to shareholders who requested the delivery of paper-based documents. (ii) With the enforcement of the amended act, since the provisions for Internet Disclosure and Deemed Provision of Reference Documents for the General Meeting of Shareholders, Etc. in Article 14 of the current Articles of Incorporation will no longer be required, they will be deleted. (iii) The provision of 14. Internet Disclosure and Deemed Provision of Reference Documents for the General Meeting of Shareholders, Etc. in the current Articles of Incorporation shall be deleted as it is no longer necessary. (4) In addition to changing the number of articles in the Articles of Incorporation due to the items described in (1) through (3) above, the composition of the Articles of Incorporation as a whole will be changed from the current “paragraphs and items” to “articles, paragraphs and items.” This change is a formal change and does not entail any change in the content of the Articles of Incorporation. 2. Details of the amendments The details of amendments are as follows. Current Articles of Incorporation Proposed amendments (The numbering in the provisions will be revised in the form of article, paragraph and item numbers, and for all articles and paragraphs hereafter, the former headings will be changed to “(xxx),” “1.” “2.”… will be changed to “Article 1” “Article 2”…, “(1)”. “(2)”… will be changed to “1.” “2.”…, and “(i)” “(ii)”…will be replaced with “(1)” and “(2).”) – 3 – Current Articles of Incorporation Proposed amendments 1. – 4. (Omitted) Articles 1 – 4 (Unchanged) 5. – 11. Chapter I General Provisions Chapter II Shares (Omitted) Articles 5 – 11 (Unchanged) Chapter I (Unchanged) Chapter II (Unchanged) Chapter III (Unchanged) (Deleted) 12. – 13. (Omitted) Articles 12 – 13 (Unchanged) Chapter III General Meeting of Shareholders 14. Internet Disclosure and Deemed Provision of Reference Documents for the General Meeting of Shareholders, Etc. When the Company convenes a General Meeting of Shareholders, if it discloses information that is to be stated or presented in the Reference Documents for the General Meeting of Shareholders, business report, financial statements, and consolidated financial statements through the internet in accordance with the provisions prescribed by the Ordinance of the Ministry of Justice, it may be deemed that the Company has provided this information to shareholders. (Newly established) Article 14 (Measures, etc. for Providing Information in 15. – 17. Electronic Format) 1. When the Company convenes a General Meeting of Shareholders, it shall take measures for providing information that constitutes the content of Reference Documents for the General Meeting of Shareholders, etc. in electronic format. 2. Among items for which the measures for providing information in electronic format will be taken, the Company may exclude all or some of those items designated by the Ordinance of the Ministry of Justice 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. (Omitted) Articles 15 – 17 (Unchanged) Chapter IV Directors and Board of Directors Chapter IV (Unchanged) 18. Establishment of a Board of Directors Article 18 (Establishment of a Board of Directors) The Company shall establish a Board of Directors. (Change in Japanese only; English unchanged) 19. Number of Directors Article 19 (Number of Directors) The Company shall have not more than 15 Directors. 1. The Company shall have between 4 and 15 Directors. – 4 – Current Articles of Incorporation Proposed amendments (Newly established) 2. Among the number of Directors in the preceding paragraph, three or more Directors shall be Audit and Supervisory Committee Members. 20. Election of Directors Article 20 (Election of Directors) (1) Directors shall be elected by a resolution at a General 1. Directors who are Audit and Supervisory Committee Meeting of Shareholders. (2) (3) (Omitted) (Omitted) (Newly established) 21. Director Term of Office Article 21 (Director Term of Office) The term of office of a Director shall expire at the 1. The term of office of a Director (excluding Directors conclusion of the Ordinary General Meeting of Shareholders for the first business year terminating after who are Audit and Supervisory Committee Members) shall expire at the conclusion of the Ordinary General the election of the Director. (Newly established) 2. The term of office of a Director who is an Audit and (Newly established) 3. The term of office of a Director who is an Audit and Members and Directors who are not shall be elected separately at a General Meeting of Shareholders. 2. 3. 4. (Unchanged) (Unchanged) In preparation for circumstances when the number of Directors who are Audit and Supervisory Committee Members is less than the number prescribed by law, the Company shall be permitted to pre-elect substitute Directors who are Audit and Supervisory Committee Members at a General Meeting of Shareholders based on Article 329, paragraph (3) of the Companies Act. Meeting of Shareholders for the first business year terminating after the election of the Director. Supervisory Committee Member shall expire at the conclusion of the Ordinary General Meeting of Shareholders for the last business year out of the business years terminating within two years after the election of the Director. Supervisory Committee Member that was elected as a substitute for a Director who was an Audit and Supervisory Committee Member and who retired from office before the expiration of the term of office shall continue until the time when the term of office of the Director who was an Audit and Supervisory Committee Member and who retired from office is to expire. Directors Who Are Audit and Supervisory Committee Members) Resolutions pre-electing a substitute Director who is an Audit and Supervisory Committee Member based on Article 329, paragraph (3) of the Companies Act shall be valid until the start of the Ordinary General Meeting of Shareholders for the last business year out of the business years terminating within two years after the pre-election resolution was adopted. However this shall not be the case if a resolution shortening the valid period of the resolution related to the pre-election was adopted at a General Meeting of Shareholders. – 5 – (Newly established) Article 22 (Resolutions for Pre-election of Substitute Titles (1) (2) Directors. Current Articles of Incorporation Proposed amendments 22. Representative Directors and Directors With Special Article 23 (Representative Directors and Directors With Special Titles) (Omitted) (Omitted) 1. 2. (Unchanged) (Unchanged) (3) The Board of Directors may appoint, by its resolution, one Director and President, and as necessary one 3. The Board of Directors may appoint, by its resolution, one Director and President from among the Directors Director and Chairman and one or a small number of Directors and Executive Vice Presidents and Executive (excluding Directors who are Audit and Supervisory Committee Members), and as necessary one Director and Chairman and one or a small number of Directors and Executive Vice Presidents and Executive Directors from among the Directors (excluding Directors who are Audit and Supervisory Committee Members). 23. (Omitted) Article 24 (Unchanged) 24. Notice of Meeting of the Board of Directors Article 25 (Notice of Meeting of the Board of Directors) Notice of a meeting of the Board of Directors shall be dispatched to each Director and each Corporate Auditor at Notice of a meeting of the Board of Directors shall be dispatched to each Director at least three days before the least three days before the day of the meeting. However this period may be reduced in case of urgent needs. day of the meeting. However this period may be reduced in case of urgent needs. 25. (Omitted) Article 26 (Unchanged) 26. Omission of Resolutions of the Board of Directors Article 27 (Omission of Resolutions of the Board of Directors) In the case that consent was obtained from all Directors by In the case that consent was obtained from all Directors by means of written or electronic records regarding a matter to be resolved by the Board of Directors, the Company shall means of written or electronic records regarding a matter to be resolved by the Board of Directors, the Company shall consider that the matter was adopted by a resolution of the Board of Directors. However this shall not be possible consider that the matter was adopted by a resolution of the Board of Directors. when there was a stated objection from any Corporate Auditor. 27. Minutes of Board of Directors Meetings Article 28 (Minutes of Board of Directors Meetings) The outline of proceedings and results from a Board of Directors meeting, and other matters required by laws, shall The outline of proceedings and results from a Board of Directors meeting, and other matters required by laws, shall be entered or recorded in the minutes, and the attending Directors and Corporate Auditors shall apply their names be entered or recorded in the minutes, and the attending Directors shall apply their names and seals, or electronic and seals, or electronic signatures, to the minutes. signatures, to the minutes. 28. (Omitted) Article 29 (Unchanged) 29. Director Remuneration, Etc. Article 30 (Director Remuneration, Etc.) Remuneration, etc. to Directors shall be determined by Remuneration, etc. to Directors who are Audit and resolution of a General Meeting of Shareholders. Supervisory Committee Members and to Directors who are not shall be determined separately by resolution of a General Meeting of Shareholders. 30. Exemption of Directors from Liability Article 31 (Exemption of Directors from Liability) (1) (Omitted) 1. (Unchanged) – 6 – Current Articles of Incorporation Proposed amendments (2) Regarding the liability as prescribed in Article 423, paragraph (1) of the Companies Act, the Company 2. Regarding the liability as prescribed in Article 423, paragraph (1) of the Companies Act, the Company may conclude a contract with an outside Director exempting him/her from liability for damages when may conclude a contract with a Director (excluding a Director who is an executive director, etc.) exempting the conditions prescribed by the law are met. However the limit amount of liability under said contract shall him/her from liability for damages when the conditions prescribed by the law are met. However the be the Minimum Liability Amount prescribed by the law. limit amount of liability under said contract shall be the Minimum Liability Amount prescribed by the law. Chapter V Corporate Auditors and Board of Corporate Auditors Chapter V Audit and Supervisory Committee 31. Establishment of Corporate Auditors and a Board of Article 32 (Establishment of an Audit and Supervisory Corporate Auditors Committee) The Company shall establish Corporate Auditors and a The Company shall establish an Audit and Supervisory Board of Corporate Auditors. Committee. 32. Number of Corporate Auditors The Company shall have not more than four Corporate Auditors. 33. Election of Corporate Auditors (1) Corporate Auditors shall be elected by a resolution at a General Meeting of Shareholders. (2) Resolutions on the election of a Corporate Auditor shall be made by a majority of the votes of the shareholders present at the meeting where the shareholders holding at least one-third of the voting rights of the shareholders entitled to exercise their votes at such meetings are present. 34. Corporate Auditor Term of Office (1) The term of office of a Corporate Auditor shall expire at the conclusion of the Ordinary General Meeting of Shareholders for the last business year out of the business years terminating within four years after the election of the Corporate Auditor. (2) The term of office of a Corporate Auditor who was elected as a substitute shall continue until the time when the term of office of the Corporate Auditor who retired from office is to expire. 35. Full-Time Corporate Auditors (Deleted) (Deleted) (Deleted) (Deleted) The Board of Corporate Auditors shall appoint full-time Corporate Auditor(s) from among the Corporate Auditors. 36. Notice of Meeting of the Board of Corporate Auditors Article 33 (Notice of Meeting of the Audit and Supervisory Committee) Notice of a meeting of the Board of Corporate Auditors Notice of a meeting of the Audit and Supervisory shall be dispatched to each Corporate Auditor at least three days before the day of the meeting. However this period Committee shall be dispatched to each Audit and Supervisory Committee Member at least three days before may be reduced in case of urgent needs. the day of the meeting. However this period may be reduced in case of urgent needs. – 7 – Current Articles of Incorporation Proposed amendments 37. Minutes of Board of Corporate Auditors Meetings Article 34 (Minutes of Audit and Supervisory Committee Meetings) The outline of proceedings and results from a meeting of the Board of Corporate Auditors, and other matters The outline of proceedings and results from an Audit and Supervisory Committee meeting, and other matters required by laws, shall be entered or recorded in the minutes, and the attending Corporate Auditors shall apply required by laws, shall be entered or recorded in the minutes, and the attending Audit and Supervisory their names and seals, or electronic signatures, to the minutes. Committee Members shall apply their names and seals, or electronic signatures, to the minutes. 38. Regulations of the Board of Corporate Auditors Article 35 (Regulations of the Audit and Supervisory Committee) Matters concerning the Board of Corporate Auditors shall be governed by the Regulations of the Board of Corporate Matters concerning the Audit and Supervisory Committee shall be governed by the Regulations of the Audit and Auditors established by the Board of Corporate Auditors, in addition to the matters prescribed in applicable laws and Supervisory Committee established by the Audit and Supervisory Committee, in addition to the matters regulations and these Articles of Incorporation. prescribed in applicable laws and regulations and these Articles of Incorporation. 39. Corporate Auditor Remuneration, Etc. (Deleted) 40. Exemption of Corporate Auditors from Liability (Deleted) Remuneration, etc. to Corporate Auditors shall be determined by resolution of a General Meeting of Shareholders. (1) Regarding the liability of Corporate Auditors (including former Corporate Auditors) as prescribed in Article 423, paragraph (1) of the Companies Act, the Company may, by resolution of the Board of Directors, exempt a Corporate Auditor from his/her liability for damages excluding the Minimum Liability Amount prescribed by the law when the conditions prescribed by the law are met. (2) Regarding the liability as prescribed in Article 423, paragraph (1) of the Companies Act, the Company may conclude a contract with an outside Corporate Auditor exempting him/her from liability for damages when the conditions prescribed by the law are met. However the limit amount of liability under said contract shall be the Minimum Liability Amount prescribed by the law. – 8 – Chapter VI Accounting Auditor Chapter VI (Unchanged) 41. – 43. (Omitted) Articles 36 – 38 (Unchanged) 44. Accounting Auditor Remuneration, Etc. Article 39 (Accounting Auditor Remuneration, Etc.) Remuneration, etc. to Accounting Auditors shall be decided by the representative Director(s) with the consent of the Remuneration, etc. to Accounting Auditors shall be decided by the representative Director(s) with the consent of the Board of Corporate Auditors. Audit and Supervisory Committee. Current Articles of Incorporation Proposed amendments Chapter VII Accounting (Omitted) Chapter VII (Unchanged) 45. – 47. Articles 40- 42 (Unchanged) (Newly established) (Supplementary Provisions) (Newly established) Article 2 (Transitional Measures Regarding Measures, Article 1 (Transitional Measures Related to Exemption of Corporate Auditors from Liability) 1. Regarding the liability prescribed in Article 423, paragraph (1) of the Companies Act, the Company may, by resolution of the Board of Directors, exempt, to the extent permitted by laws and regulations, a Corporate Auditor (including a former Corporate Auditor) from liability arising from acts committed prior to the time when the partial amendments to the Articles of Incorporation that was approved at the 54th Ordinary General Meeting of Shareholders takes effect. 2. Contracts limiting the liability prescribed in Article 423, paragraph (1) of the Companies Act arising from the acts of persons who were outside Corporate Auditors (including former outside Corporate Auditors) before the conclusion of the 54th Ordinary General Meeting of Shareholders shall be as prescribed in paragraph (2) of “40. Exemption of Corporate Auditors from Liability” in the current Articles of Incorporation by a resolution at the 54th Ordinary General Meeting of Shareholders. etc. for Providing Information in Electronic Format) 1. The deletion of the provisions of 14. (Internet Disclosure and Deemed Provision of Reference Documents for the General Meeting of Shareholders, Etc.) in the current Articles of Incorporation and the establishment of Article 14 (Measures, etc. for Providing Information in Electronic Format) in the amended Articles of Incorporation, as prescribed by a resolution at the 54th Ordinary General Meeting of Shareholders, shall be effective from September 1, 2022, which is the date of enforcement 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). (This date is hereinafter referred to as the “Date of Enforcement.”) – 9 – Current Articles of Incorporation Proposed amendments 2. Notwithstanding the provision of the preceding paragraph, the provisions of 14. in current the Articles of Incorporation (Internet Disclosure and Deemed Provision of Reference Documents for the General Meeting of Shareholders, Etc.) shall remain effective regarding any General Meeting of Shareholders held on a date within six months from the Date of Enforcement. 3. Article 2 of these Supplementary Provisions shall be deleted on the date when six months have elapsed from the Date of Enforcement or three months have elapsed from the date of the General Meeting of Shareholders in the preceding paragraph, whichever is later. – 10 – Proposal No. 2 Election of Nine Directors (Excluding Directors Who Are Audit and Supervisory Committee Members) If Proposal No. 1 “Partial Amendments to the Articles of Incorporation” is adopted as proposed, then the Company shall transition to a company with an Audit and Supervisory Committee, and the terms of office of all Directors (eight Directors) shall end at the time when the changes to the Articles of Incorporation take effect. Therefore, the Company proposes the election of nine Directors (excluding Directors who are Audit and Supervisory Committee Members; the same applies within this proposal below), an increase of one Director, in order to reinforce the management system following the transition to a company with an Audit and Supervisory Committee. This proposal shall take effect subject to the condition that the changes to the Articles of Incorporation related to the transition to a company with an Audit and Supervisory Committee in Proposal No. 1 “Partial Amendments to the Articles of Incorporation” take effect. The candidates for Director shall be decided by the Board of Directors following consultation with the Nomination and Compensation Committee. The candidates for Director are as follows: Candidate No. Name Position and responsibility in the Company 1 Reelection Kazumasa Takamiya Representative Director, President and Chairman 2 Reelection Akiyoshi Takamiya Representative Director and Executive Vice President Division General Manager of Takamiya Lab. Division 3 Reelection Tsutomu Abe Director and Senior Managing Executive Officer 4 Reelection Hideki Yasuda 5 Reelection Yuki Mukaiyama 6 Reelection Tomoya Tatsumi 7 New election Kazunori Kawakami Director and Managing Executive Officer Division General Manager of Corporate Strategy Division Deputy Division General Manager of Takamiya Lab. Division Supervisor of Logistics Department Preparation Office Director and Executive Officer Division General Manager of Manufacturing Division Deputy Division General Manager of Takamiya Lab. Division Supervisor of Global Procurement Division Director and Executive Officer Division General Manager of Business Management Division Deputy Division General Manager of Takamiya Lab. Division Senior Executive Officer Division General Manager of Sales & Marketing Division Deputy Division General Manager of Takamiya Lab. Division 8 9 Reelection Outside Independent Reelection Outside Independent Kouji Shimokawa Outside Director Noboru Furuichi Outside Director – 11 – Candidate No. Name (Date of birth) Career summary, position and responsibility in the Company (Significant concurrent positions outside the Company) Number of the Company’s shares owned Kazumasa Takamiya (August 18, 1966) Reelection 1 1,350,000 shares Mar. 1992 Nov. 1995 June 1997 June 2000 Jan. 2001 June 2002 June 2017 June 2019 Apr. 2021 Joined the Company Director and General Manager of Build Techno Rental Department Executive Director and Division General Manager of Build Techno Rental Division Director and Executive Vice President Representative Director and Executive Vice President President and Representative Director Representative Director, President and Chairman (current position) Supervisor of Scaffolding Management Division (current position) Supervisor of Overseas Business Division and Product Development Division (current position) (Significant concurrent positions outside the Company) – Reasons for nomination as a candidate for Director Kazumasa Takamiya has held important posts as stated above, has deep knowledge and strong leadership related to corporate management, and has been leading the Group. Accordingly, the Company has nominated him as a candidate for Director. – 12 – Candidate No. Name (Date of birth) Career summary, position and responsibility in the Company (Significant concurrent positions outside the Company) Number of the Company’s shares owned Akiyoshi Takamiya (February 7, 1969) Reelection 2 1,288,984 shares Mar. 1995 June 1997 Apr. 1998 June 2000 June 2001 June 2005 Apr. 2006 Apr. 2012 June 2012 June 2016 Apr. 2019 May 2020 Apr. 2021 Apr. 2022 Joined the Company Director and General Manager of Standby Multimedia Business Department and Retail Marketing Department Resigned from position of Director Director and Senior General Manager of Management Division Executive Director, General Manager of Finance Department and Supervisor of Management Division Executive Vice President, Executive Officer and Supervisor of Administrative Division Representative Director and Executive Vice President Representative Director and President of Hory Corporation Director and Executive Vice President of the Company Representative Director and Executive Vice President (current position) Supervisor of Sales & Marketing Division Supervisor of Product Development Division (current position) President and Representative Director of TOTAL TOSHISEIBI Co., Ltd. Supervisor of Scaffolding Management Division and Overseas Business Division of the Company (current position) Division General Manager of Takamiya Lab. Division (current position) (Significant concurrent positions outside the Company) – Reasons for nomination as a candidate for Director Akiyoshi Takamiya has held important posts as stated above, and is well versed in overall operations, with a focus in the sales & marketing division, and management. Accordingly, the Company has nominated him as a candidate for Director. – 13 – Candidate No. Name (Date of birth) Career summary, position and responsibility in the Company (Significant concurrent positions outside the Company) Number of the Company’s shares owned Tsutomu Abe (September 27, 1966) Reelection 3 155,640 shares Mar. 1991 June 2005 Oct. 2008 Feb. 2010 June 2010 May 2013 Apr. 2014 Apr. 2016 May 2021 Apr. 2022 Joined the Company Executive Officer and General Manager of Sales & Marketing Department Ⅱ, Sales & Marketing Division Representative Director and President of AOMORI ATOM Co., Ltd. Executive Officer and Division General Manager of Sales & Marketing Division of the Company Director (current position) Director of HIRAMATSU Co., Ltd. (current position) Director of ASAHI KOUGYOU Co., Ltd. (currently NEXTECH Co., Ltd.) (current position) Director of SN Builtech Co., Ltd. (currently TOTAL TOSHISEIBI Co., Ltd.) (current position) Representative Director and Chairman of AOMORI ATOM Co., Ltd. (current position) Senior Managing Executive Officer of the Company (current position) (Significant concurrent positions outside the Company) Representative Director and Chairman of AOMORI ATOM Co., Ltd. Reasons for nomination as a candidate for Director Tsutomu Abe has held important posts as stated above, and has abundant experience in the construction temporary material industry and deep knowledge related to sales & marketing overall. Accordingly, the Company has nominated him as a candidate for Director. – 14 – Candidate No. Name (Date of birth) Career summary, position and responsibility in the Company (Significant concurrent positions outside the Company) Number of the Company’s shares owned Hideki Yasuda (August 2, 1967) Reelection 4 93,700 shares Mar. 1990 Apr. 2008 Feb. 2010 May 2011 May 2011 June 2011 Apr. 2014 June 2015 Apr. 2017 Apr. 2021 Apr. 2022 Joined the Company Executive Officer and General Manager of Finance & Accounting Department Executive Officer and General Manager of Corporate Planning Department Corporate Auditor of IWATA Co., Ltd. (current position) Corporate Auditor of HIRAMATSU Co., Ltd. (current position) Director of the Company (current position) Corporate Auditor of ASAHI KOUGYOU Co., Ltd. (currently NEXTECH Co., Ltd.) (current position) Managing Executive Officer and General Manager of Corporate Planning Department of the Company Managing Executive Officer and Division General Manager of Business Management Division Managing Executive Officer and Division General Manager of Corporate Strategy Division (current position) Deputy Division General Manager of Takamiya Lab. Division and Division Supervisor of Logistics Department Preparation Office (current position) (Significant concurrent positions outside the Company) – Reasons for nomination as a candidate for Director Hideki Yasuda has held important posts as stated above, and has abundant experience and deep knowledge in the administrative division, with a focus in corporate planning, finance and accounting, as well as the ability to carry out planning. Accordingly, the Company has nominated him as a candidate for Director. – 15 – Candidate No. Name (Date of birth) Career summary, position and responsibility in the Company (Significant concurrent positions outside the Company) Number of the Company’s shares owned Yuki Mukaiyama (February 2, 1970) Reelection 5 48,700 shares Mar. 1993 Apr. 2013 Apr. 2014 Apr. 2015 June 2015 June 2016 Jan. 2018 Apr. 2019 Joined the Company Executive Officer and General Manager of Business Development Department Director of ASAHI KOUGYOU Co., Ltd. (currently NEXTECH Co., Ltd.) (current position) Executive Officer and Division General Manager of Business Development Division of the Company Director (current position) Administrative Officer of Hory Korea Co., Ltd. (current position) Representative Director and President of Cadian Co., Ltd. Executive Officer and Division General Manager of Overseas Business Division of the Company Supervisor of Business Development Division and Global Procurement Division Apr. 2020 Executive Officer and Supervisor of OverseasBusiness Division and Business DevelopmentDivision Executive Officer and Supervisor of GlobalProcurement Division (current position) Division General Manager of Manufacturing Division (current position) Deputy Division General Manager of Takamiya Lab. Division (current position) Apr. 2021 Apr. 2022 (Significant concurrent positions outside the Company) – Reasons for nomination as a candidate for Director Yuki Mukaiyama has held important posts as stated above, has abundant overseas management experience due to him working as representative at an overseas subsidiary, and is well versed in new business development. Accordingly, the Company has nominated him as a candidate for Director. – 16 – Candidate No. Name (Date of birth) Career summary, position and responsibility in the Company (Significant concurrent positions outside the Company) Number of the Company’s shares owned Tomoya Tatsumi (November 3, 1971) Reelection 6 46,400 shares July 1995 June 2013 Mar. 2016 Apr. 2017 June 2017 Jan. 2018 May 2018 May 2019 May 2020 Apr. 2021 June 2021 Apr. 2022 Joined the Company General Manager of Finance & Accounting Department Director of IWATA Co., Ltd. (current position) Executive Officer of the Company Corporate Auditor of Hory Korea Co., Ltd (current position) Corporate Auditor of Cadian Co., Ltd. (current position) Corporate Auditor of Nakaya Kizai Co., Ltd. (current position) Corporate Auditor of TOTAL TOSHISEIBI Co., Ltd. (current position) Corporate Auditor of AOMORI ATOM Co., Ltd. (current position) Corporate Auditor of ECO-TRY Co., Ltd. (current position) Senior Executive Officer and Division General Manager of Business Management Division of the Company (current position) Director, Executive Officer and Division General Manager of Business Management Division (current position) Deputy Division General Manager of Takamiya Lab. Division (current position) (Significant concurrent positions outside the Company) – Reasons for nomination as a candidate for Director Tomoya Tatsumi has held important posts as stated above, and has abundant experience in finance and accounting, auditing subsidiaries, etc. He possesses sufficient qualifications to further strengthen governance and realize the expansion of the functions of the administrative division going forward. Accordingly, the Company has nominated him as a candidate for Director. – 17 – Candidate No. Name (Date of birth) Career summary, position and responsibility in the Company (Significant concurrent positions outside the Company) Number of the Company’s shares owned Kazunori Kawakami (June 6, 1967) New election 7 70,620 shares Apr. 1990 Apr. 2005 June 2005 Feb. 2010 Apr. 2016 Apr. 2021 Apr. 2022 May 2022 Joined the Company General Manager of Tokyo Branch Executive Officer and General Manager of Tokyo Branch Executive Officer and General Manager of Scaffolding Construction Department Senior Executive Officer, Deputy Division General Manager of Sales & Marketing Division and General Manager of Scaffolding Construction Department Senior Executive Officer, Regional Manager of Sales & Marketing Division, General Manager of Scaffolding Construction Department and General Manager of Tokyo Branch (current position) Division General Manager of Sales & Marketing Division and Deputy Division General Manager of Takamiya Lab. Division (current position) Director of AOMORI ATOM Co., Ltd. (current position) Director of HIRAMATSU Co., Ltd. (current position) Director of Nakaya Kizai Co., Ltd. (current position) (Significant concurrent positions outside the Company) – Reasons for nomination as a candidate for Director Kazunori Kawakami has held important posts as stated above, and has abundant experience in the construction temporary material industry and deep knowledge related to sales & marketing overall. Accordingly, the Company has nominated him as a candidate for Director. – 18 – Candidate No. Name (Date of birth) Career summary, position and responsibility in the Company (Significant concurrent positions outside the Company) Number of the Company’s shares owned Kouji Shimokawa (March 29, 1962) Reelection Outside Independent 8 Apr. 1985 Aug. 1996 Feb. 2002 June 2002 June 2005 Dec. 2005 Apr. 2007 Apr. 2016 Sep. 2017 Joined The Fuji Bank, Limited (currently Mizuho Bank, Ltd.) Established Shimokawa Accounting Office (currently Shimokawa & Partners Accounting Corporation) Representative Director of Shimokawa Accounting Office (currently Shimokawa & Partners Accounting Corporation) Corporate Auditor of the Company Director (current position) President of GLOBAL CORPORATE CONSULTING, INC. President of GLOBAL HUMAN COMMUNICATIONS, INC. Representative Partner of Shimokawa & Partners Accounting Corporation (current position) Chairman of the Board of GLOBAL CORPORATE CONSULTING, INC. (current position) Director of Mitsuboshi Co., Ltd. June 2018 (Significant concurrent positions outside the Company) Representative Partner of Shimokawa & Partners Accounting Corporation 128,060 shares Reasons for nomination as a candidate for outside Director Kouji Shimokawa is certified as a tax accountant, and the Company hopes to utilize his abundant experience and deep knowledge gained from engaging in business accounting operations over many years in the management of the Company. Accordingly, the Company has nominated him as a candidate for outside Director. In addition, if Mr. Shimokawa is elected, the Company plans for him to be involved in selecting candidates for the Company’s officers and determining remuneration, etc. of officers from an objective and neutral standpoint as the chairperson of the Nomination and Compensation Committee. – 19 – 9 Notes: Candidate No. Name (Date of birth) Career summary, position and responsibility in the Company (Significant concurrent positions outside the Company) Number of the Company’s shares owned Noboru Furuichi (February 16, 1949) Reelection Outside Independent Apr. 1972 May 1997 Apr. 2000 May 2002 Apr. 2005 May 2007 Feb. 2008 June 2009 June 2010 Joined New Japan Securities (currently Mizuho Securities Co., Ltd.) General Manager of Corporate Planning Department Executive Officer and General Manager of Fukuoka Branch Managing Executive Officer in charge of Investment Banking Department I, Ⅱ Senior Managing Executive Officer, General Manager of Osaka Corporation Division and in charge of West Japan IB Sales Department Representative Director and President of Shinko Investment Co., Ltd. Representative Director and President of Neostella Capital Co., Ltd. Advisor of Shinko Securities Business Services Co., Ltd. Audit & Supervisory Board Member of NICHIA STEEL WORKS, LTD. Director of the Company (current position) June 2017 (Significant concurrent positions outside the Company) – 4,700 shares Reasons for nomination as a candidate for outside Director Noboru Furuichi has been in charge of a wide range of financial advisory operations over many years at securities companies, has a high level of ability in making management decisions, and the Company hopes to utilize his abundant experience and knowledge in the management of the Company. Accordingly, the Company has nominated him as a candidate for outside Director. In addition, if Mr. Furuichi is elected, the Company plans for him to be involved in selecting candidates for the Company’s officers and determining remuneration, etc. of officers from an objective and neutral standpoint as a member of the Nomination and Compensation Committee. 1. There is no special interest between any of the candidates and the Company. 2. Kouji Shimokawa and Noboru Furuichi are candidates for outside Director. 3. The Company has submitted notification to Tokyo Stock Exchange, Inc. that Kouji Shimokawa and Noboru Furuichi have been appointed as independent officers as provided for by the aforementioned exchange. If their reelection is approved, the Company plans for their appointment as independent officers to continue. 4. Kouji Shimokawa is currently an outside Director of the Company, and the term of office of Mr. Shimokawa will be 17 years at the conclusion of this meeting. Moreover, Mr. Shimokawa has served as Corporate Auditor of the Company in the past. 5. Noboru Furuichi is currently an outside Director of the Company, and the term of office of Mr. Furuichi will be five years at the conclusion of this meeting. 6. The Company has entered into an agreement with Kouji Shimokawa and Noboru Furuichi to limit their liability under Article 423, paragraph (1) of the Companies Act, pursuant to Article 427, paragraph (1) of the same Act. The limit amount of the liability for compensation under said contract is determined to be the minimum liability amount stipulated in Article 425, paragraph (1), of the Companies Act. If Mr. Shimokawa and Mr. Furuichi are reelected, the Company intends to continue said contract with each of them. 7. The Company has entered into a directors and officers liability insurance policy, which is regulated under Article 430-3, paragraph (1), of the Companies Act, with an insurance company. The scope of insureds under said insurance policy includes Directors and Corporate Auditors (including outside Corporate Auditors), and the insureds do not bear any of the premiums. The insurance policy covers an insured’s losses and such costs as related litigation expenses incurred from claims for damages arising from unreasonable acts performed based on their position. However, as a measure to ensure that the proper execution of duties of officers, etc. is not impaired, losses such as those resulting from bribery and other criminal acts and those incurred by officers themselves who intentionally committed illegal acts are not covered. If each candidate is elected and assumes the office as Director, each candidate will be included as an insured in the policy. The scope of insureds will be updated to Directors (including outside Directors). Moreover, the Company intends to renew the policy when the next renewal is due. – 20 – Reference Board of Directors System (Planned) Following Approval of Proposals No. 1 and No. 2 The Company shall identify the capabilities required in order to carry out its corporate strategies and create a Director skills matrix. It shall give comprehensive consideration to a balance of the knowledge, experience, and abilities required for the Board of Directors to effectively fulfill its functions and responsibilities. The expertise and experience of each Company Director (excluding Directors who are Audit and Supervisory Committee Members) following the approval of Proposal No. 1 “Partial Amendments to the Articles of Incorporation” and Proposal No. 2 “Election of Nine Directors (Excluding Directors Who Are Audit and Supervisory Committee Members)” shall be as follows. Name Sales and and risk other DX Sustainability Corporate management Global Finance and operations accounting Engineering Legal affairs Experience in manufacturingmanagement industries 〇 〇 〇 〇 〇 〇 〇 〇 〇 〇 〇 〇 Kazumasa Takamiya Representative Director, President and Chairman Akiyoshi Takamiya Representative Director and Executive Vice President Tsutomu Abe Director and Senior Managing Executive Officer Hideki Yasuda Director and Managing Executive Officer Division General Manager of Corporate Strategy Division Yuki Mukaiyama Director and Executive Officer, Division General Manager of Manufacturing Division Tomoya Tatsumi Director and Executive Officer, Division General Manager of Business Management Division Kazunori Kawakami Director and Executive Officer, Division General Manager of Sales & Marketing Division Kouji Shimokawa Outside Director Noboru Furuichi Outside Director 〇 〇 〇 〇 〇 〇 〇 〇 〇 〇 〇 〇 〇 〇 〇 〇 〇 〇 〇 〇 〇 〇 〇 〇 – 21 – Election of Four Directors Who Are Audit and Supervisory Committee Members Proposal No. 3 If Proposal No. 1 “Partial Amendments to the Articles of Incorporation” is adopted as proposed, then the Company shall transition to a company with an Audit and Supervisory Committee. Therefore the Company proposes the election of four Directors who are Audit and Supervisory Committee Members following the transition to a company with an Audit and Supervisory Committee. In addition, the advance consent of the Board of Corporate Auditors for the submission of this proposal to this General Meeting of Shareholders has been obtained. This proposal shall take effect subject to the condition that the changes to the Articles of Incorporation related to the transition to a company with an Audit and Supervisory Committee in Proposal No. 1 “Partial Amendments to the Articles of Incorporation” take effect. The candidates for Directors who are Audit and Supervisory Committee Members are as follows: – 22 – 1 2 Candidate No. Name (Date of birth) Career summary, position and responsibility in the Company (Significant concurrent positions outside the Company) Yasushi Shimizu (September 20, 1963) New election Mar. 1988 Apr. 2017 Joined the Company General Manager of IT System Department, Business Management Division Full-time Corporate Auditor (current position) June 2020 (Significant concurrent positions outside the Company) – Number of the Company’s shares owned 124,600 shares Reasons for nomination as a candidate for Director who is Audit and Supervisory Committee Member Yasushi Shimizu served as a member of the Finance & Accounting Department of the Company from April 1989 to March 2006. He has supervised information management systems of the entire Group, such as the establishment of the Group’s core system, improvement of business operations and IT control from April 2006 up to May 2020 as a General Manager of IT System Department, and is well versed in the Group’s overall business operations. He has enough qualifications as a Director who is an Audit and Supervisory Committee Member in the present day when information system accounts for a significant part of internal control. Accordingly, the Company has nominated him as a candidate for Director who is an Audit and Supervisory Committee Member. Yoshihiro Sakatani (March 11, 1957) New election Outside Independent 8,380 shares Oct. 1979 Feb. 2006 June 2004 July 2004 June 2005 Nov. 2010 Mar. 2011 June 2015 Joined Nisshin LLC (currently Ernst & Young ShinNihon LLC) President and Representative Director of Japan Management Consulting K.K. (current position) Auditor of Pressance Corporation Co., Ltd. Corporate Auditor of the Company (current position) Auditor of KITAKEI CO., LTD. (current position) Corporate Auditor of Watts Co., Ltd. Corporate Auditor of SHO-BI Corporation Director of Pressance Corporation Co., Ltd. (Audit and Supervisory Committee Member) (current position) Director of Watts Co., Ltd. (Audit and Supervisory Committee Member) (current position) Director of SHO-BI Corporation (Audit and Supervisory Committee Member) (current position) Director of KURIYAMA HOLDINGS CORPORATION (Audit and Supervisory Committee Member) (current position) (Significant concurrent positions outside the Company) President and Representative Director of Japan Management Consulting K.K. Nov. 2015 Mar. 2022 Reasons for nomination as a candidate for outside Director who is Audit and Supervisory Committee Member Yoshihiro Sakatani is a certified public accountant and is expected to conduct objective and neutral auditing engagements based on his abundant experience with financial auditing. Accordingly, the Company has nominated him as a candidate for Director who is an Audit and Supervisory Committee Member. – 23 – 3 4 Candidate No. Name (Date of birth) Career summary, position and responsibility in the Company (Significant concurrent positions outside the Company) Number of the Company’s shares owned Teiji Joko (August 19, 1965) New election Outside Independent Apr. 1993 June 2001 Mar. 2016 Registered as an attorney at law (Osaka Bar Association) Joined Yodoyabashi Godo Law Offices (currently Yodoyabashi & Yamagami Legal Professional Corporation) (current position) Corporate Auditor of G-7 HOLDINGS INC. (current position) Corporate Auditor of Onamba Co., Ltd. (current position) Corporate Auditor of the Company (current position) Director of Himenogumi Co., Ltd. (current position) Corporate Auditor of AKITA FOODS CO., LTD. (current position) (Significant concurrent positions outside the Company) Representative Partner of Yodoyabashi & Yamagami Legal Professional Corporation Nov. 2020 Mar. 2017 Dec. 2019 Reasons for nomination as a candidate for outside Director who is Audit and Supervisory Committee Member Teiji Joko is a certified attorney at law who is expected to conduct objective and neutral auditing engagements based on his abundant experience with the practice of law. Accordingly, the Company has nominated him as a candidate for Director who is an Audit and Supervisory Committee Member. In addition, although Mr. Joko has not been involved in corporate management other than as an outside officer, the Company has judged that he is capable of appropriately fulfilling his duties as an outside Director of the Company for the above-mentioned reasons. Sachie Kato (November 11, 1946) New election Outside Independent Apr. 1969 Apr. 1971 May 1974 Mar. 1983 Apr. 2014 June 2015 June 2015 June 2016 Apr. 2017 Enrolled in The Legal Training and Research Institute of Japan Appointed as public prosecutor (Tokyo District Public Prosecutors Office, Fukushima District Public Prosecutors Office) Registered with the Osaka Bar Association Joined Nakatsukasa Sogo Law Office (currently Chuo Sogo Law Office, P.C.) Corporate Auditor of DyDo DRINCO, INC. Director of YAMAZEN CORPORATION Director of HISAKA WORKS, LTD. Director of YAMAZEN CORPORATION (Audit and Supervisory Committee Member) Corporate Auditor of DyDo GROUP HOLDINGS, INC. (current position) (Significant concurrent positions outside the Company) Representative Partner of Chuo Sogo Law Office, P.C. Reasons for nomination as a candidate for outside Director who is Audit and Supervisory Committee Member Sachie Kato has extensive experience and deep insight into the legal world, and also has advanced knowledge of corporate management and compliance including participation in the management of three listed corporations. Accordingly, the Company has nominated her as a candidate for Director who is an Audit and Supervisory Committee Member in order to have her contribute to the promotion of diversity as the first female Director of the Company. In addition, although Ms. Kato has not been involved in corporate management other than as an outside officer, the Company has judged that she is capable of appropriately fulfilling her duties as an outside Director of the Company for the above-mentioned reasons. Notes: 1. There is no special interest between any of the candidates and the Company. 2. Yoshihiro Sakatani, Teiji Joko and Sachie Kato are candidates for outside Director. 3. The Company has submitted notification to Tokyo Stock Exchange, Inc. that Yoshihiro Sakatani and Teiji Joko have been appointed as independent officers as provided for by the aforementioned exchange. If their reelection is approved, the Company plans for their appointment as independent officers to continue. 4. Yoshihiro Sakatani is currently a Corporate Auditor of the Company, and the term of office of Mr. Sakatani will be 17 years at the conclusion of this meeting. – 24 – 0 shares 0 shares 5. Teiji Joko is currently a Corporate Auditor of the Company, and the term of office of Mr. Joko will be five years at the conclusion of this meeting. 6. The Company has entered into an agreement with Yoshihiro Sakatani and Teiji Joko to limit their liability under Article 423, paragraph (1) of the Companies Act, pursuant to Article 427, paragraph (1) of the same Act. The limit amount of the liability for compensation under said contract is determined to be the minimum liability amount stipulated in Article 425, paragraph (1), of the Companies Act. If Mr. Sakatani and Mr. Joko are elected, the Company intends to continue said contract with each of them. In the event that the election of Yasushi Shimizu and Sachie Kato is approved, the Company intends to conclude a contract with them limiting their liability. 7. The Company has entered into a directors and officers liability insurance policy, which is regulated under Article 430-3, paragraph (1), of the Companies Act, with an insurance company. The scope of insureds under said insurance policy includes Directors and Corporate Auditors (including outside Corporate Auditors), and the insureds do not bear any of the premiums. The insurance policy covers an insured’s losses and such costs as related litigation expenses incurred from claims for damages arising from unreasonable acts performed based on their position. However, as a measure to ensure that the proper execution of duties of officers, etc. is not impaired, losses such as those resulting from bribery and other criminal acts and those incurred by officers themselves who intentionally committed illegal acts are not covered. If each candidate is elected and assumes the office as Director, each candidate will be included as an insured in the policy. The scope of insureds will be updated to Directors (including outside Directors). Moreover, the Company intends to renew the policy when the next renewal is due. Reference Audit and Supervisory Committee System (Planned) Following Approval of Proposals No. 1 and No. 3 The Company shall identify the capabilities required in order to carry out its corporate strategies and create a Director skills matrix. It shall give comprehensive consideration to a balance of the knowledge, experience, and abilities required for the Board of Directors to effectively fulfill its functions and responsibilities. The expertise and experience of each Director who is an Audit and Supervisory Committee Member following the approval of Proposal No. 1 “Partial Amendments to the Articles of Incorporation” and Proposal No. 3 “Election of Four Directors Who Are Audit and Supervisory Committee Members” shall be as follows. Name Sales and and risk other DX Sustainability Corporate management Global Finance and operations accounting Engineering Legal affairs Experience in manufacturingmanagement industries Yasushi Shimizu Director (Audit and Supervisory CommitteeMember) Yoshihiro Sakatani Outside Director (Audit and Supervisory CommitteeMember) Teiji Joko Outside Director (Audit and Supervisory CommitteeMember) Sachie Kato Outside Director (Audit and Supervisory CommitteeMember) 〇 〇 〇 〇 〇 〇 〇 〇 〇 〇 〇 〇 〇 〇 – 25 – Proposal No. 4 Determination of the Remuneration Amount for Directors (Excluding Directors Who Are Audit and Supervisory Committee Members) If Proposal No. 1 “Partial Amendments to the Articles of Incorporation” is adopted as proposed, then the Company shall transition to a company with an Audit and Supervisory Committee. The present maximum limit of ¥500 million annually (including a maximum amount paid to outside Directors of ¥50 million; not including salaries paid to Directors as employees) on total remuneration to Directors of the Company was approved at the Company’s 49th Ordinary General Meeting of Shareholders that was held on June 28, 2017. However, as a result of the transition to a company with an Audit and Supervisory Committee, this limit will be abolished and the amount of remuneration for Directors (excluding Directors who are Audit and Supervisory Committee Members) shall be newly decided. In consideration for the present amount of remuneration for Directors, financial conditions of the Company, economic conditions, and other general matters, the Company proposes that the total amount of this remuneration be limited to a maximum of ¥500 million annually (including a maximum amount paid to outside Directors of ¥50 million). As before, the amount of remuneration for Directors shall not include the employee portion of salaries for Directors who also serve as employees. The current number of Directors is eight (including two outside Directors). However, if Proposal No. 1, “Partial Amendments to the Articles of Incorporation,” and Proposal No. 2, “Election of Nine Directors (Excluding Directors Who Are Audit and Supervisory Committee Members),” are approved as proposed, the number of Directors (excluding Directors who are Audit and Supervisory Committee Members) will be nine (including two outside Directors). Remuneration for Directors shall be compensation for business performance and other results using suitable remuneration levels to promote continual growth and improvement of the medium and long-term corporate value based on the Company’s Management Philosophy. As the process of deciding such remuneration is fair and transparent, and in light of the Company policies related to deciding the details of remuneration for each individual Director, the Company has determined that the contents of this proposal are necessary and reasonable and therefore the proposal is appropriate. The contents of this proposal were discussed by the Nomination and Compensation Committee, which is chaired by an outside Director. This proposal shall take effect subject to the condition that the changes to the Articles of Incorporation related to the transition to a company with an Audit and Supervisory Committee in Proposal No. 1 “Partial Amendments to the Articles of Incorporation” take effect. – 26 – Proposal No. 5 Determination of the Remuneration Amount for Directors Who Are Audit and Supervisory Committee Members If Proposal No. 1 “Partial Amendments to the Articles of Incorporation” is adopted as proposed, then the Company shall transition to a company with an Audit and Supervisory Committee. Therefore, the Company proposes that an annual amount of remuneration to Directors who are Audit and Supervisory Committee Members shall be limited to a maximum of ¥50 million. If Proposal No. 1, “Partial Amendments to the Articles of Incorporation,” and Proposal No. 3, “Election of Four Directors Who Are Audit and Supervisory Committee Members,” are approved as proposed, the number of Directors who are Audit and Supervisory Committee Members will be four. This proposal uses companies in Japan that are in the same industry or are the same siz