ニップン（2001） – Notice of the 198th Annual General Meeting of Shareholders

Note: This document has been translated from a part of the Japanese original for reference purposes only. In the event of any discrepancy between this translated document and the Japanese original, the original shall prevail. The Company assumes no responsibility for this translation or for direct, indirect or any other forms of damages arising from the translation. To Shareholders with Voting Rights, Securities code: 2001 June 7, 2022 4-8 Kojimachi, Chiyoda-ku, Tokyo, Japan NIPPN CORPORATION Toshiya Maezuru, Representative Director and President Convocation Notice for the 198th Annual Shareholders Meeting The 198th Annual Shareholders Meeting (the “Meeting”) of NIPPN CORPORATION (the “Company”) will be held as stated below. This year, as the novel coronavirus disease has not come to an end, the Company asks that shareholders focus on their health and wellbeing and consider not attending the Meeting if suffering from any cold-like symptoms or feeling unwell. The Company also asks that elderly people, people with underlying conditions, and pregnant women consider not attending the Meeting. If exercising your voting rights in writing or via the Internet, etc., please confirm the Reference Documents for the Annual Shareholders Meeting below and exercise your voting rights no later than 5:30 p.m. Japan time on Tuesday, June 28, 2022. [Voting in writing] Please indicate your approval or disapproval for the proposals on the enclosed Voting Rights Exercise Form and return it that it is received by the deadline above. [Voting via the Internet, etc.] Please confirm the “Guidance for Voting via the Internet, etc.” on pages 3 to 4 (translation omitted) for exercise of voting rights via the Internet, etc., and enter your approval or disapproval for the proposals by the deadline above. 1. Date and time: 2. Venue: 10 a.m. Japan time, Wednesday, June 29, 2022 B1F (Reception at 1F), Belle Salle Roppongi, Sumitomo Fudosan Roppongi-dori Building 7-18-18 Roppongi, Minato-ku, Tokyo, Japan 3. Meeting Agenda: Matters to be reported: 1. Business Report, Consolidated Financial Statements and Audit Reports on the Consolidated Financial Statements by Accounting Auditor and the Audit and Supervisory Committee for the 198th Period (April 1, 2021 through March 31, 2022). 2. Non-consolidated Financial Statements for the 198th Period (April 1, 2021 through March 31, 2022). Proposals to be resolved: Proposal 1: Appropriation of Retained Earnings – 1 – Proposal 2: Proposal 3: Partial Amendments to the Articles of Incorporation Election of Eleven Directors (Excluding Directors who are Audit and Supervisory Committee Members) Election of Four Directors who are Audit and Supervisory Committee Members Proposal 4: 4. Exercising voting rights: the valid exercise of voting rights. (1) If voting rights are exercised multiple times via the Internet, the final vote submitted shall be treated as (2) If voting rights are exercised multiple times via both the Internet and the Voting Rights Exercise Form, the final vote arriving shall be treated as the valid exercise of voting rights, or if both arrive on the same day, the vote submitted via the Internet shall be treated as the valid exercise of voting rights. 5. Matters regarding the Appendix and the Reference Documents for the Annual Shareholders Meeting: (1) Of the documents to be attached to this Notice, the items below are provided on the Company’s website in accordance with the provisions of laws and regulations as well as Article 16 of the Company’s Articles of Incorporation, and therefore are not provided in this Notice and its Appendix: 1) Consolidated Statements of Changes in Net Assets and Consolidated Notes to Consolidated 2) Non-consolidated Statements of Changes in Net Assets and Non-consolidated Notes to Non-Financial Statements consolidated Financial Statements Furthermore, the Consolidated Financial Statements and Non-consolidated Financial Statements audited by the Audit and Supervisory Committee and the Accounting Auditor comprise each document provided in this Notice and its Appendix, as well as the matters posted on the Company’s website. (2) If the Reference Documents for the Annual Shareholders Meeting, Business Report, Consolidated Financial Statements, and Non-consolidated Financial Statements require revisions, the revised versions shall be posted on the Company’s website: The Company’s website: https://www.nippn.co.jp/ir/stock/meeting/index.html reception desk. ◎ If attending the Meeting, please submit the enclosed Voting Rights Exercise Form at the meeting venue ◎ Please note that the temperatures of shareholders attending the Meeting will be measured and persons with a high temperature or visible signs of illness may be refused entry to the venue, in order to prevent the spread of the novel coronavirus. In addition, shareholders attending the Meeting may be asked to take measures including the wearing of masks and use of hand sanitizer. Thank you for your cooperation. Furthermore, persons affiliated with the Company will be wearing masks at the Meeting. We thank you for your understanding. The Company’s measures to prevent the spread of the novel coronavirus and any changes to these website posted (https://www.nippn.co.jp/ir/stock/meeting/index.html). Company’s measures will the on be ◎ The Company will not be distributing souvenirs or product samples at the Meeting. We thank you for your understanding in this regard. – 2 – Reference Documents for the Annual Shareholders Meeting Proposals and References Proposal 1: Appropriation of Retained Earnings The Company’s basic policy is to maintain stable and continuous dividends while securing internal reserves aimed at strengthening the corporate structure and promoting future business development. The Company regards returning profits to shareholders one of the most important goals in management. To reward shareholders for their day-to-day support, the Company proposes a year-end dividend for the 198th fiscal year of 20 yen per share as an ordinary dividend. Accordingly, the annual dividend will be 38 yen per share, including an interim dividend of 18 yen per share. 1) Type of dividend property: 2) Allotment of dividend property to shareholders and its total amount Cash 20 yen per share of the Company’s common stock for a total of 1,539,056,940 yen 3) Effective date of the distribution of retained earnings June 30, 2022 Proposal 2: 1. Reasons for amendments Partial Amendments to the Articles of Incorporation 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 general meetings of shareholders, the Articles of Incorporation of the Company shall be amended as follows. (1) The proposed Article 16 (Measures for Electronic Provision, Etc.), Paragraph 1 provides that information contained in the reference materials for the general meeting of shareholders, etc. shall be provided electronically. (2) The proposed Article 16 (Measures for Electronic Provision, Etc.), Paragraph 2 provides that, among the matters contained in the reference materials for the general meeting of shareholders, etc. to be provided electronically, the Company may limit the scope of the matters contained in the paper copy to be sent to shareholders who have requested it to that stipulated in the Ordinance of the Ministry of Justice. (3) With the introduction, Article 16 of the current Articles of Incorporation (Internet Disclosure and Deemed Provision of Reference Materials for the General Meeting of Shareholders, Etc.) will become unnecessary and will therefore be deleted; and (4) Supplementary provisions related to the effect of above newly establishment and deletion of the provisions shall be provided. The provisions of these supplementary provisions shall be deleted after the lapse of the period provided. 2. Details of amendments The details of the amendments are as follows. Current Articles of Incorporation Chapter (General Meeting 3 (Amended parts are underlined.) Proposed Amendments 3 Chapter (General Meeting of of – 3 – Shareholders) Shareholders) (Internet Disclosure and Deemed Provision of Reference Materials for the General Meeting of Shareholders, Etc.) The Company may, when Article 16 convening of general meeting a shareholders, deem that it has provided information to shareholders pertaining to matters to be described or indicated in the reference materials for the general meeting of shareholders, business report, non-consolidated financial statements, and consolidated statements, by disclosing such information through the internet in accordance with the provisions provided in the Ordinance of the Ministry of Justice. financial (Measures for Electronic Provision, Etc.) The Company shall, when Article 16 of general meeting a convening shareholders, information provide contained in the reference materials for the general meeting of shareholders, etc. electronically. 2. Among the matters to be provided the Company may electronically, choose not to include all or part of the matters stipulated in the Ordinance of the Ministry of Justice in the paper copy to be sent to shareholders who have requested it by the record date for voting rights. Supplementary provisions (Transitional Measures for Measures for Electronic Provision, Etc.) The deletion of Article 16 Article 2 (Internet Disclosure and Deemed Provision of Reference Materials for the General Meeting of Shareholders, Etc.) of the current Articles of Incorporation and the establishment of the newly proposed Article 16 (Measures for Electronic Provision, Etc.) shall come into effect on September 1, 2022. 2. Notwithstanding the provisions of the preceding paragraph, Article 16 of the – 4 – current Articles of Incorporation shall remain in force with respect to a general meeting of shareholders to be held on a date within six months from September 1, 2022. 3. The provisions of this Article 2 of these supplementary provisions shall be deleted after the lapse of six months from September 1, 2022 or the lapse of three months from the date of the general meeting of shareholders set forth the preceding paragraph, in whichever is later. – 5 – Proposal 3: Election of Eleven Directors (Excluding Directors who are Audit and Supervisory Committee Members) The terms of office of all 10 Directors (excluding Directors who are Audit and Supervisory Committee Members; hereinafter, the same applies in this proposal) will expire at the close of the Meeting. Director, Mr. Hiroshi Sawada passed away on November 21, 2021. Accordingly, the Company proposes to The Audit and Supervisory Committee of the Company has concluded that all candidates in this proposal elect eleven Directors. are well qualified. The candidates for Director are as follows: No. Name (Date of birth) Past experience, significant concurrent positions, and positions and responsibilities at the Company Number of shares of the Company held 1 Toshiya Maezuru (January 7, 1961) 13,300 April 1983 June 2011 June 2013 June 2014 June 2015 June 2017 Joined the Company General Manager, Fukuoka Mill General Manager, Production & Technology Div. Executive Officer; General Manager, Production & Technology Div. Director; Executive Officer; Vice General Manager, Production & Technology Dept.; General Manager, Production & Technology Div., Production & Technology Dept. Director; Managing Director; General Manager, Production & Technology Dept.; General Manager, Production & Technology Div., Production & Technology Dept. December 2019 Director; Managing Director; General Manager, June 2020 April 2020 Production & Technology Dept.; Chairman, Food Research & Development Committee Director; Senior Managing Director; General Manager, Production & Technology Dept.; Chairman, Food Research & Development Committee Representative Director, President & C.O.O. (to present) [Reason for nomination as candidate for Director] Mr. Toshiya Maezuru has abundant operational experience in the manufacturing department. Since becoming the Representative Director and President in June 2020, he has led the Group’s management. The Company has appointed him as a candidate for Director as he is expected to continue contributing to the Company’s management. [Attendance at the Board of Directors meeting] 16/17 – 6 – No. Name (Date of birth) Past experience, significant concurrent positions, and positions and responsibilities at the Company Number of shares of the Company held 2 Toshifumi Horiuchi (May 25, 1959) 11,500 April 1983 January 2009 April 2014 June 2014 June 2015 June 2017 June 2019 April 2020 June 2020 Joined the Company General Manager, Business Administration Div. Vice General Manager, Wheat Flour Business Dept.; General Manager, Business Administration Div., Wheat Flour Business Dept. Executive Officer; Vice General Manager, Wheat Flour Business Dept.; General Manager, Business Administration Div., Wheat Flour Business Dept. Director; Executive Officer; Vice General Manager, Wheat Flour Business Dept.; General Manager, Business Administration Div., Wheat Flour Business Dept. Director; Managing Director; Acting General Manager, Wheat Flour Business Dept. Director; Managing Director; General Manager, Wheat Flour Business Dept. Director; Senior Managing Director; General Manager, Wheat Flour Business Dept. Representative Director, Vice President and Executive Officer (to present) (Responsibilities in the Company) In charge of Wheat Flour Business Dept., Distribution Administration Div. and General Administration Dept. [Reason for nomination as candidate for Director] Mr. Toshifumi Horiuchi has abundant operational experience in the business administration department. Since becoming a Director in June 2015, he has been responsible for the Wheat Flour Business and has been central to the Group’s management. The Company has appointed him as a candidate for Director as he is expected to continue contributing to the Company’s management. [Attendance at the Board of Directors meeting] 17/17 – 7 – No. Name (Date of birth) Past experience, significant concurrent positions, and positions and responsibilities at the Company Number of shares of the Company held 3 Atsuo Ouchi (April 3, 1959) 16,900 April 1983 June 2009 June 2015 June 2016 June 2017 April 2019 June 2019 December 2019 April 2020 June 2020 Joined the Company General Manager, Foods Business Administration Div. Executive Officer; General Manager, Foods Business Administration Div., Foods Business Dept. Executive Officer; General Manager, Foods Business Administration Dept.; General Manager, Foods Business Administration Div., Foods Business Administration Dept. Director; Executive Officer; General Manager, Foods Business Administration Dept. Director; Executive Officer; General Manager, Foods Business Administration Dept. Director; Managing Director; General Manager, Foods Business Administration Dept. Director; Managing Director; General Manager, Foods Business Administration Dept.; Chairman, Food Research & Development Committee Director; Senior Managing Director; General Manager, Foods Business Administration Dept.; Chairman, Food Research & Development Committee Director; Senior Managing Director; Chairman, Food Research & Development Committee (to present) (Responsibilities in the Company) In charge of Foods Business Dept. [Reason for nomination as candidate for Director] Mr. Atsuo Ouchi has abundant operational experience in the business administration department. Since becoming a Director in June 2017, he has been responsible for the Food Business and has contributed to the Group’s development. The Company has appointed him as a candidate for Director as he is expected to continue contributing to the Company’s management. [Attendance at the Board of Directors meeting] 17/17 – 8 – No. Name (Date of birth) Past experience, significant concurrent positions, and positions and responsibilities at the Company Number of shares of the Company held 12,100 April 1982 March 2014 June 2015 June 2016 June 2017 June 2019 February 2020 June 2020 Joined the Company General Manager, Related Business Div. Associate Director; General Manager, Related Business Div. Executive Officer; General Manager, Related Business Div. Executive Officer; General Manager, Accounting & Finance Div. Director; Executive Officer; General Manager, Accounting & Finance Div. Director, Executive Officer Director; Managing Director (to present) (Responsibilities in the Company) In charge of Accounting & Finance Div. and Audit Management Div. [Reason for nomination as candidate for Director] Mr. Takaaki Aonuma has abundant operational experience in the accounting department. Since becoming a Director in June 2019, he has been responsible for the accounting department and has contributed to the Group’s development. The Company has appointed him as a candidate for Director as he is expected to continue contributing to the Company’s management. [Attendance at the Board of Directors meeting] 17/17 4 Takaaki Aonuma (December 16, 1959) – 9 – No. Name (Date of birth) Past experience, significant concurrent positions, and positions and responsibilities at the Company Number of shares of the Company held 5 Akiko Kimura (January 2, 1959) 14,200 July 1997 June 2013 June 2015 June 2017 June 2018 June 2019 June 2020 February 2022 Joined the Company General Manager, Business Development & Support, International Business Div. Associate Director; General Manager, Business Development & Support, International Business Div. Executive Officer; General Manager, Business Development & Support, International Business Dept. Executive Officer; Vice General Manager, International Business Div.; General Manager, Business Development & Support, International Business Div. Director; Executive Officer; General Manager, Business Development & Support, International Business Div. Director; Managing Director; General Manager, Business Development & Support, International Business Div. Director; Managing Director (to present) (Responsibilities in the Company) In charge of International Business Div. [Reason for nomination as candidate for Director] Ms. Akiko Kimura has abundant operational experience in the international department. Since becoming a Director in June 2019, she has been responsible for the international department and has contributed to the Group’s development. The Company has appointed her as a candidate for Director as she is expected to continue contributing to the Company’s management. [Attendance at the Board of Directors meeting] 17/17 April 1984 September 2014 General Manager, Administration Div., OK Food Joined the Company June 2015 June 2016 June 2018 June 2020 June 2021 Industry Co., Ltd. Director, OK Food Industry Co., Ltd. Managing Director, OK Food Industry Co., Ltd. Executive Officer; General Manager, Corporate Planning Div. Director; Managing Director; General Manager, Corporate Planning Div. Director; Managing Director (to present) (Responsibilities in the Company) In charge of IT, Corporate Planning Div., Information System Promotion Department, Sustainability Promotion Div. and Health Care Business Div. [Reason for nomination as candidate for Director] Mr. Keizo Kagawa has abundant operational experience in the business administration department and key subsidiaries. Since becoming a Director in June 2020, he has been responsible for the corporate planning department and has contributed to the Group’s development. The Company has appointed him as a candidate for Director as he is expected to continue contributing to the Company’s management. [Attendance at the Board of Directors meeting] 17/17 – 10 – 6 Keizo Kagawa (March 9, 1960) 7,500 No. Name (Date of birth) Past experience, significant concurrent positions, and positions and responsibilities at the Company Number of shares of the Company held 7 Yasunori Tanaka (July 25, 1959) June 2021 9,300 April 1982 June 2013 August 2014 June 2015 June 2017 June 2018 June 2020 Joined the Company General Manager, Osaka Mill Managing Director, Tofuku Flour Mills Co., Ltd. Associate Director, the Company; Director, Managing Director, Tofuku Flour Mills Co., Ltd. Counselor, the Company; Representative Director, President, Tofuku Flour Mills Co., Ltd. Executive Officer; General Manager, Plant Engineering Div., Production & Technology Dept. Managing Director; General Manager, Production & Technology Dept.; General Manager, Plant Engineering Div., Production & Technology Dept. Director; Managing Director; General Manager, Production & Technology Dept. (to present) June 2017 (Responsibilities in the Company) In charge of environmental issues, Quality Assurance Dept. and Research & Development Dept. [Reason for nomination as candidate for Director] Mr. Yasunori Tanaka has abundant operational experience in the manufacturing department. Since becoming a Director in June 2021, he has been responsible for the production and technology department and has contributed to the Group’s development. The Company has appointed him as a candidate for Director as he can be expected to further contribute to the Company’s management. [Attendance at the Board of Directors meeting] 14/14 April 1984 June 2016 Joined the Company Associate Director; General Manger, Kanto Branch Associate Director; General Manger, Sapporo Branch Executive Officer; General Manager, Sales & Marketing Div., Wheat Flour Business Dept. Managing Director; General Manager, Wheat Flour Business Dept.; General Manager, Sales & Marketing Div., Wheat Flour Business Dept. Senior Executive Officer; General Manager, Wheat Flour Business Dept. (to present) [Reason for nomination as candidate for Director] Mr. Tomio Kimura has abundant operational experience in the sales and marketing department. Since becoming an Executive Officer in June 2019, he has been responsible for the Wheat Flour Business and has been central to the Group’s management. The Company has appointed him as a candidate for Director as he can be expected to further contribute to the Company’s management. June 2020 June 2019 June 2021 – 11 – 8 New Appointment Tomio Kimura (March 13, 1961) 2,900 9 New Appointment Hiroaki Kawasaki (October 4, 1961) 5,100 June 2021 June 2020 June 2019 April 1986 June 2015 June 2017 Joined the Company General Manger, Otaru Mill General Manager, Foods Business Administration Div., Foods Business Administration Dept. Associate Director; General Manager, Foods Business Administration Div., Foods Business Administration Dept. Executive Officer; Vice General Manager, Foods Business Dept.; General Manager, Foods Business Administration Div., Foods Business Dept. Senior Executive Officer, General Manager, Foods Business Dept.; General Manager, Foods Business Administration Div., Foods Business Dept.; General Manager, Frozen Foods Business Administration Div., Frozen Foods Business Dept. Senior Executive Officer, General Manager, Foods Business Dept.; General Manager, Foods Business Administration Div., Foods Business Dept. Senior Executive Officer; General Manager, Foods Business Dept. (to present) [Reason for nomination as candidate for Director] Mr. Hiroaki Kawasaki has abundant operational experience in the business administration department. Since becoming an Executive Officer in June 2020, he has been responsible for the Foods Business and has been central to the Group’s management. The Company has appointed him as a candidate for Director as he can be expected to further contribute to the Company’s management. January 2022 April 2022 – 12 – No. Name (Date of birth) Past experience, significant concurrent positions, and positions and responsibilities at the Company Number of shares of the Company held 5,600 0 April 1990 April 1994 April 1994 January 2008 June 2014 April 2015 June 2017 Joined the Ministry of Transport (currently Ministry of Land, Infrastructure, Transport and Tourism) Registered as attorney Joined Marunouchi Sogo Law Office Partner, Marunouchi Sogo Law Office (to present) Auditor, the Company Professor, Legal Training and Research Institute, Supreme Court of Japan Director, the Company (to present) (Significant concurrent position) Partner; Attorney, Marunouchi Sogo Law Office Outside Director (Audit and Supervisory Committee Member), TOREX SEMICONDUCTOR LTD. Outside Director (Audit and Supervisory Committee Member), NIPPON DENSETSU KOGYO CO., LTD. [Reason for nomination as candidate for Outside Director and outline of expected roles] Mr. Naotaka Kawamata has abundant experience as an attorney and is well versed in corporate legal affairs. Since becoming an Outside Director of the Company in June 2017, his expert views and extensive experience have been reflected in the Company’s management. Likewise, as a member of the Advisory Committee, he has contributed to appropriate decision-making on remuneration for executive officers and on nominations to the Board of Directors. Therefore, the Company determined that he is capable of appropriately advise and supervise the Board of Directors of the Company, and appoints him as a candidate for Outside Director. [Attendance at the Board of Directors meeting] 16/17 April 1990 April 1994 April 2002 March 2011 Research assistant of College of Agriculture and Veterinary Medicine (currently College of Bioresource Sciences) of Nihon University Full-time lecturer of College of Agriculture and Veterinary Medicine of Nihon University Assistant professor of College of Bioresource Sciences of Nihon University Professor of College of Bioresource Sciences of Nihon University (to present) (Significant concurrent position) Professor of College of Bioresource Sciences of Nihon University [Reason for nomination as candidate for Outside Director and outline of expected roles] Ms. Hitomi Kumagai has broad experience and insight in the field of food science. The Company believes that she can contribute to the Company’s management with her expert views and abundant experience. Therefore, the Company determined that she is capable of expertly advising and independently supervising the Board of Directors, and appoints her as a candidate for Outside Director. 10 Outside Naotaka Kawamata (May 1, 1965) 11 New Appointment Outside Hitomi Kumagai (October 15, 1959) (Notes) 1. Mr. Naotaka Kawamata and Ms. Hitomi Kumagai are candidates for Outside Director. 2. Mr. Naotaka Kawamata has been registered as independent directors provided by the rules of the Tokyo Stock Exchange. If he is elected, he will continue to serve as an independent director. The Company consigns legal administration services to Marunouchi Sogo Law Office where Mr. Naotaka – 13 – Kawamata serves. However, as the compensation paid by the Company to the entity is less than 1% of its total annual compensation in the previous fiscal year, the Company believes that he does not have any 3. If Ms. Hitomi Kumagai is appointed as Director, she will be registered as an independent director provided conflict of interest with general shareholders. by the rules of the Tokyo Stock Exchange. 4. The Company has entered into an agreement to limit the liability of Mr. Naotaka Kawamata under Article 423, Paragraph 1 of the Companies Act. The limit of liabilities under the agreement is the amount stipulated by laws and regulations. In case his reelection is approved, the Company will maintain the agreement with him. 5. If Ms. Hitomi Kumagai is appointed as a Director, the Company will enter into an agreement to limit her liability under Article 423, Paragraph 1 of the Companies Act. The limit of liabilities under the agreement will be the amount stipulated by laws and regulations. 6. Mr. Naotaka Kawamata will have served as an Outside Director for five years at the close of this Meeting. 7. The Company has concluded a directors and officers liability insurance agreement provided for in Article 430-3, Paragraph 1 of the Companies Act with an insurance company. The insured persons including the Directors of the Company shall be covered under the agreement for their liability borne from performance of their duties or damage arising from claims in pursuit of that liability (excluding, however, cases where an exemption is provided in the insurance contract). If the candidates for Directors are elected and assume office, each of them will be insured under the insurance contract. In addition, the Company plans to renew the insurance agreement with the above details at the next time of renewal. – 14 – Proposal 4: proposal. Election of Four Directors who are Audit and Supervisory Committee Members The terms of office of all (four) Directors who are Audit and Supervisory Committee Members will expire at the close of the Meeting. Accordingly, the Company proposes to elect four Directors who are Audit and Supervisory Committee Members. The Company has obtained the consent of the Audit and Supervisory Committee of the Company for this The candidates for Director who is an Audit and Supervisory Committee Member are as follows: No. Name (Date of birth) Past experience, significant concurrent positions, and positions and responsibilities at the Company Number of shares of the Company held December 1968 March 1971 March 1983 July 2001 May 2005 February 2007 June 2010 June 2020 Joined Chuo Audit Corporation Registered as certified public accountant Representative Partner, Chuo Audit Corporation Chairman and President, the Japanese Institute of Certified Public Accountants Chairman, Chuo Aoyama Audit Corporation Director, Okuyama Certified Public Accountant Office (to present) Auditor, the Company Director (Audit and Supervisory Committee Member) (to present) (Significant concurrent position) Director, Okuyama Certified Public Accountant Office; External Director (Audit and Supervisory Committee Member), ADEKA Corporation; and Corporate Auditor, Shinkin Central Bank [Reason for nomination as candidate for Outside Director who is an Audit and Supervisory Committee Member and outline of expected roles] Mr. Akio Okuyama has abundant experience as a certified public accountant and is well versed in corporate accounting. Since becoming an Outside Director who is an Audit and Supervisory Committee Member of the Company in June 2020, his expert views and extensive experience have been reflected in the audit and supervision on the Company. Likewise, as a member of the Advisory Committee, he has contributed to appropriate decision-making on remuneration for executive officers and on nominations to the Board of Directors. Therefore, the Company determined that he is capable of appropriately auditing and supervising the performance of duties of Directors, and appoints him as a candidate for Outside Director who is an Audit and Supervisory Committee Member. [Attendance at the Board of Directors meeting] 17/17 April 1990 April 1990 March 1993 May 1998 January 2001 January 2017 Registered as attorney Joined Nakamura & Partners Registered as patent attorney Registered as attorney in New York State, U.S. Partner, Nakamura & Partners Representative Partner, Nakamura & Partners (to present) Auditor, the Company Director (Audit and Supervisory Committee Member) (to present) June 2017 June 2020 (Significant concurrent position) Representative Partner, Attorney, Nakamura & Partners – 15 – 5,000 3,200 1 Outside Akio Okuyama (October 10, 1944) 2 Outside Kazuhiko Yoshida (November 7, 1963) 3 Outside Kentaro Naruse (August 10, 1976) 500 [Reason for nomination as candidate for Outside Director who is an Audit and Supervisory Committee Member and outline of expected roles] Mr. Kazuhiko Yoshida has abundant experience as an attorney and is well versed in corporate legal affairs. Since becoming an Outside Director who is an Audit and Supervisory Committee Member of the Company in June 2020, his expert views and extensive experience have been reflected in the audit and supervision on the Company. Therefore, the Company determined that he is capable of appropriately auditing and supervising the performance of duties of Directors, and appoints him as a candidate for Outside Director who is an Audit and Supervisory Committee Member. [Attendance at the Board of Directors meeting] 17/17 October 2004 October 2004 April 2009 January 2016 October 2019 June 2020 Registered as attorney Joined Nishimura & Partners (currently Nishimura & Asahi) Joined Marunouchi Sogo Law Office Partner, Marunouchi Sogo Law Office (to present) Civil Conciliator (Part-time Judge), Tokyo District Court (to present) Director (Audit and Supervisory Committee Member) (to present) (Significant concurrent position) Partner, Attorney, Marunouchi Sogo Law Office [Reason for nomination as candidate for Outside Director who is an Audit and Supervisory Committee Member and outline of expected roles] Mr. Kentaro Naruse has abundant experience as an attorney and is well versed in corporate legal affairs. Since becoming an Outside Director who is an Audit and Supervisory Committee Member of the Company in June 2020, his expert views and extensive experience have been reflected in the audit and supervision on the Company. Therefore, the Company determined that he is capable of appropriately auditing and supervising the performance of duties of Directors, and appoints him as a candidate for Outside Director who is an Audit and Supervisory Committee Member. [Attendance at the Board of Directors meeting] 16/17 April 1985 July 2010 January 2011 June 2013 March 2014 October 2015 Joined the Company Deputy General Manager, Corporate Planning Group, Corporate Planning Div. Deputy General Manager, Chiba Mill Deputy General Manager, General Accounting Group, Accounting & Finance Div. General Manager, General Accounting Group, Accounting & Finance Div. Vice General Manager, Accounting & Finance Div. General Manager, Related Business Div. Director (Audit and Supervisory Committee Member) (to present) [Reason for nomination as candidate for Director who is an Audit and Supervisory Committee Member] Mr. Etsuzo Tamagawa has abundant experience in the accounting and finance department. Since becoming a Director who is an Audit and Supervisory Committee Member of the Company in June 2020, he has fulfilled his duties as a Director who is a full-time Audit and Supervisory Committee Member of the Company based on his abundant experience. Therefore, the Company determined that he is – 16 – 4 Etsuzo Tamagawa (May 6, 1962) June 2017 June 2020 3,100 capable of appropriately auditing and supervising the performance of duties of Directors, and appoints him as a candidate for Director who is an Audit and Supervisory Committee Member. [Attendance at the Board of Directors meeting] 17/17 (Notes) 1. Messrs. Akio Okuyama, Kazuhiko Yoshida and Kentaro Naruse are candidates for Outside Directors. 2. Messrs. Akio Okuyama, Kazuhiko Yoshida and Kentaro Naruse have been registered as independent directors provided by the rules of the Tokyo Stock Exchange. If they are elected, they will continue to serve as independent directors. The Company consigns legal administration services to Nakamura & Partners where Mr. Kazuhiko Yoshida serves. However, as the compensation paid by the Company to the entity is less than 1% of its total annual compensation in the previous fiscal year, the Company believes that he does not have any conflict of interest with general shareholders. The Company consigns legal administration services to Marunouchi Sogo Law Office where Mr. Kentaro Naruse serves. However, as the compensation paid by the Company to the entity is less than 1% of its total annual compensation in the previous fiscal year, the Company believes that he does not have any conflict of interest with general shareholders. 3. The Company has entered into agreements with all Directors who are Audit and Supervisory Committee Members to limit their liability under Article 423, Paragraph 1 of the Companies Act. The limit of liabilities under the agreement is the amount stipulated by laws and regulations. If all of them are reelected as Directors who are Audit and Supervisory Committee Members, the Company will maintain the agreements with them. 4. Mr. Akio Okuyama is currently Outside Director who is an Audit and Supervisory Committee Member, and will have served as an Outside Director who is an Audit and Supervisory Committee Member for two years at the close of this Meeting. As he was Outside Auditor of the Company before becoming Outside Director who is an Audit and Supervisory Committee Member, twelve years will have passed since he became Outside Auditor at the close of this Meeting. 5. Mr. Kazuhiko Yoshida is currently Outside Director who is an Audit and Supervisory Committee Member, and will have served as an Outside Director who is an Audit and Supervisory Committee Member for two years at the close of this Meeting. As he was Outside Auditor of the Company before becoming Outside Director who is an Audit and Supervisory Committee Member, five years will have passed since he became Outside Auditor at the close of this Meeting. 6. Mr. Kentaro Naruse is currently Outside Director who is an Audit and Supervisory Committee Member, and will have served as an Outside Director who is an Audit and Supervisory Committee Member for two years at the close of this Meeting. 7. The Company has concluded a directors and officers liability insurance agreement provided for in Article 430-3, Paragraph 1 of the Companies Act with an insurance company. The insured persons including the Directors who are Audit and Supervisory Committee Members of the Company shall be covered under the agreement for their liability borne from performance of their duties or damage arising from claims in pursuit of that liability (excluding, however, cases where an exemption is provided in the insurance contract). If the candidates for Directors who are Audit and Supervisory Committee Members are elected and assume office, each of them will be insured under the insurance contract. In addition, the Company plans to renew the insurance agreement with the above details at the next time of renewal. – 17 –