長野計器（7715） – Notice of the 100th Ordinary General Meeting of Shareholders

Dear 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. Securities Code: 7715 June 7, 2022 Masatsugu Sato President and Representative Director NAGANO KEIKI CO., LTD. 1-30-4 Higashimagome, Ohta-ku, Tokyo, Japan Notice of the 100th Ordinary General Meeting of Shareholders We are pleased to announce the 100th Ordinary General Meeting of Shareholders of NAGANO KEIKI CO., LTD. (the “Company”), which will be held as described below. Again this year, since the health, safety and security of our shareholders is of the utmost importance, to prevent the spread of the novel coronavirus disease (COVID-19), we ask that you refrain from attending this general meeting of shareholders if at all possible, and instead exercise your voting rights in advance using the attached voting form (by postal mail) or via the Internet so that your vote will reach us by no later than 5:25 p.m. on Tuesday, June 28, 2022 (JST). 1. Date and Time Wednesday, June 29, 2022 at 10:00 a.m. (JST) 2. Venue Nagano Keiki Technical Solutions Center 2150 Ikuta, Ueda-city, Nagano, Japan 3. Purpose of the Meeting Matters to be reported 1. The Business Report and the Consolidated Financial Statements for the 100th fiscal year (from April 1, 2021 to March 31, 2022), and the results of audits of the Consolidated Financial Statements by the Accounting Auditors and the Audit & Supervisory Board 2. The Non-consolidated Financial Statements for the 100th fiscal year (from April 1, 2021 to March 31, 2022) Matters to be resolved Proposal No. 1: Appropriation of Retained Earnings Proposal No. 2: Partial Amendments to the Articles of Incorporation Proposal No. 3: Election of Six (6) Directors Proposal No. 4: Election of One (1) Audit & Supervisory Board Member 4. Information About Exercising Your Voting Rights, Etc. Please refer to “Information About Exercising Your Voting Rights, Etc.” on pages 3 and 4. 5. Matters Concerning Internet Disclosure Of documents to be attached to this notice, “Consolidated Statement of Changes in Equity” and “Notes to the Consolidated Financial Statements” in the Consolidated Financial Statements and “Non-consolidated Statement of Changes in Equity” and “Notes to Non-consolidated Financial Statements” in the Non-consolidated Financial Statements are posted on the Company’s website (in Japanese only) in accordance with the provisions of relevant laws and regulations, and the Company’s Articles of Incorporation. They are therefore not included in the attachments to this notice. – 1 – The Consolidated Financial Statements and the Non-consolidated Financial Statements that were audited by the Audit & Supervisory Board Members and the Accounting Auditors in preparing the audit reports include, in addition to the attached documents to this notice, items to be presented as the “Consolidated Statement of Changes in Equity” and “Notes to the Consolidated Financial Statements” in the Consolidated Financial Statements and “Non-consolidated Statement of Changes in Equity” and “Notes to Non-consolidated Financial Statements” in the Non-consolidated Financial Statements. For those attending the meeting on the day, please submit the enclosed voting form at the reception desk. If revisions to the contents of the Reference Documents for the General Meeting of Shareholders, the Business Report, the Consolidated Financial Statements and the Non-consolidated Financial Statements are required, the Company shall publish a notification on the Company website (in Japanese only). The Company website (https://www.naganokeiki.co.jp/) – 2 – Information About Exercising Your Voting Rights, Etc. Exercise of voting rights at the Company’s General Meeting of Shareholders is shareholders’ important right. Please kindly exercise your voting rights after examining the attached Reference Documents for the General Meeting of Shareholders. There are three methods to exercise your voting rights as indicated below. A. Attend the Meeting B. Exercise the voting rights writing (by mail) in C. Exercise the voting rights via the Internet Please present the enclosed voting form to the receptionist when you attend the Meeting. Date and time: Wednesday, June 29, 2022 at 10:00 a.m. (JST) (Reception starts at 9:30 a.m.) Please indicate, on the enclosed voting form, your approval or disapproval of the proposals and return the completed form. Exercise due date: To be received by the Company no later than 5:25 p.m., on Tuesday, June 28, 2022 Please indicate your approval or disapproval of the proposals following the instructions on the next page. Exercise due date: All data entry to be completed no later than 5:25 p.m., on Tuesday, June 28, 2022 Guide to filling in the voting form Please indicate your approval or disapproval of each proposal. Proposals No. 1, 2, and 4 If you approve Put a circle in the box marked 賛 [Approve]. If you disapprove Put a circle in the box marked 否 [Disapprove]. Proposal No. 3 If you approve of all candidates Put a circle in the box marked 賛 [Approve]. If you disapprove of all candidates Put a circle in the box marked 否 [Disapprove]. If you disapprove of certain candidates Put a circle in the box marked 賛 [Approve] and write the number of the candidate(s) you wish to disapprove. Handling of votes exercised in duplicate If you exercise your voting right in duplicate both by the voting form and via the Internet, the Company will only deem your exercise via the Internet valid. If you exercise your voting rights more than once via the Internet, or by using both a personal computer and a mobile phone, only the last vote shall be deemed effective. – 3 – Exercise of Voting Rights via the Internet, Etc. Scanning the QR Code “Smart Vote” You can simply log in to the website for exercising voting rights without entering your voting code and password. 1. Please scan QR Code provided at the bottom right of the voting form. * “QR Code” is a registered trademark of DENSO WAVE INCORPORATED. 2. Please indicate your approval or disapproval by following the instructions on the screen. Please note that exercising voting rights by using “Smart Vote” method is available only once. If you need to make a correction to the content of your vote after you have exercised your voting rights, please access the website for personal computer and log in by entering your voting code and password printed on the voting form, and exercise your voting rights again. Note: You can access the website for personal computer by scanning the QR Code again. Entering the voting code and password The website for the exercise of voting rights: https://www.e-sokai.jp 1. Please access the website for exercise of voting rights. 2. Please enter the voting code given on the voting form. 3. Please enter the password given on the voting form. 4. Please indicate your approval or disapproval by following the instructions on the screen. In case you need instructions for how to operate your personal computer, smartphone or mobile phone in order to exercise your voting rights via the Internet, please contact: JAPAN SECURITIES AGENTS, LTD., Transfer Agent Department Web Support Hotline Phone: 0120-707-743 Business hours: 9:00 a.m. – 9:00 p.m. (JST) (including Saturdays, Sundays and holidays) Electronic Voting Platform for institutional investors Provided that an application to use the platform has been submitted beforehand, institutional investors may use the Electronic Voting Platform for institutional investors operated by ICJ, Inc. – 4 – Reference Documents for the General Meeting of Shareholders Proposal No. 1: Appropriation of Retained Earnings The Company proposes the appropriation of retained earnings as follows: Year-end dividends The Company regards the return of profit to its shareholders as one of the management priorities, and its basic policy is to comprehensively consider maintaining stable dividends and other facts while enhancing internal reserves to strengthen the management base. The Company wishes to maintain this basic policy, and after taking into consideration the balance between the Company’s earnings performance, the level of profits and the financial position as of the end of the fiscal year and dividend payments, proposes to pay year-end dividends for the fiscal year under review of ¥18 per share, consisting of an ordinary dividend of ¥12 per share and a special dividend of ¥6 per share. As the Company has already paid an interim dividend of ¥11 per ordinary share of the Company, the annual dividend for the fiscal year will total ¥29 per ordinary share of the Company. – Type of dividend property Cash – Allotment of dividend property and their aggregate amount ¥18 per ordinary share of the Company Total dividends: ¥345,678,192 – Effective date of dividends of retained earnings June 30, 2022 – 5 – Partial Amendments to the Articles of Incorporation Proposal No. 2: 1. Reasons for the proposal 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 for the introduction of the system for providing informational materials for the general meeting of shareholders in electronic format. (1) Article 16 (Measures, etc. for Providing Information in Electronic Format), paragraph 1 in “Proposed Amendments” will be newly established since the Company is obligated to stipulate in its Articles of Incorporation that 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) Regarding the information that constitutes the content of the reference documents for the general meeting of shareholders, etc., Article 16 (Measures, etc. for Providing Information in Electronic Format), paragraph 2 of the “Proposed Amendments” will be newly established to enable the Company to limit the scope of the items to be stated in the paper-based documents to be delivered to shareholders who have requested the delivery of paper-based documents, among the items for which the measures for providing information in electronic format will be taken. (3) Following the introduction of the system for providing informational materials for the general meeting of shareholders in electronic format, the provision of Article 16 (Internet Disclosure and Deemed Provision of Reference Documents for the General Meeting of Shareholders, Etc.) in the pre-amended Articles of Incorporation will no longer be required, it will be deleted. (4) Supplementary provisions will be established regarding the effect of the aforementioned establishment and deletion of provisions. These supplementary provisions will be deleted after a set period has elapsed. 2. Details for the amendments The details for the amendments are as follows: Current Articles of Incorporation Chapter 3 General Meeting of Shareholders (Text omitted) Articles 13 – 15 Article 16 (Internet Disclosure and Deemed Provision of Articles 13 – 15 Proposed Amendments Chapter 3 General Meeting of Shareholders (Unchanged) (Deleted) (Underlined portions indicate the proposed amendments.) 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, non-consolidated financial statements and consolidated financial statements through the internet in accordance with the provisions prescribed by the Ministry of Justice Order, it may be deemed that the Company has provided this information to shareholders. (Newly established) Article 16 (Measures, etc. for Providing Information in 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. – 6 – Current Articles of Incorporation Proposed Amendments 2 Among items for which the measures for Articles 17 – 42 (Text omitted) (Newly established) (Newly established) (Unchanged) Articles 17 – 42 (Supplementary Provisions) Article 1 providing information in electronic format will be taken, the Company may exclude all or some of those items designated by the Ministry of Justice Order from statements in the paper-based documents to be delivered to shareholders who requested the delivery of paper-based documents by the record date of voting rights. (Transitional Measures for Providing Informational Materials for the General Meeting of Shareholders in Electronic Format) 1 The deletion of Article 16 (Internet Disclosure and Deemed Provision of Reference Documents for the General Meeting of Shareholders, Etc.) in the pre-amended Articles of Incorporation and the establishment of the new Article 16 (Measures, etc. for Providing Information in Electronic Format) in the amended Articles of Incorporation shall be effective from September 1, 2022. 2 Notwithstanding the provision of the preceding paragraph, Article 16 of 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 September 1, 2022. 3 The provisions for this Article shall be deleted on the date when six months have elapsed from September 1, 2022 or three months have elapsed from the date of the general meeting of shareholders in the preceding paragraph, whichever is later. – 7 – Election of Six (6) Directors Proposal No. 3: At the conclusion of this meeting, the terms of office of seven (7) Directors, namely Toshie Yajima, Kazuya Yamagishi, Hiroshi Nagasaka, Norio Kakuryu, Junichiro Onozawa, Toyoshige Kobayashi and Masanori Suzuki will expire. Accordingly, looking to achieve more agile decision making to fulfill the functions of the Board of Directors through the corporate governance code, the Company wishes to reduce the number of Directors by one (1) and proposes the election of six (6) Directors. The candidates for Director are as follows: Name Current position and responsibility in the Company Toshie Yajima Kazuya Yamagishi Hiroshi Nagasaka Norio Kakuryu Managing Director In charge of Sales Headquarters Director In charge of Technology Headquarters, Development Center, and Automotive Sensor Department Director In charge of Sales Planning Department Director In charge of Finance Department Toyoshige Kobayashi Director In charge of General Affairs Department Masanori Suzuki Director Reelection Reelection Reelection Reelection Reelection Reelection Candidate No. 1 2 3 4 5 6 – 8 – Candidate No. Name (Date of birth) Career summary, position and responsibility in the Company, and significant concurrent positions outside the Company Number of the Company’s shares owned Apr. 1978 Joined the Company; Toshie Yajima (January 31, 1955) 1 14,691 Dec. 2002 Jan. 2003 June 2006 June 2012 June 2014 July 2014 June 2015 June 2016 Nov. 2016 Executive Officer and Deputy General Manager of Finance Department; Executive Officer and General Manager of Finance Department; Director, Executive Officer and General Manager of Finance Department; Director, Senior Executive Officer, General Manager of Finance Department and General Manager of Management Planning Department; General Manager of Finance Department and General Manager of Management Planning Department; General Manager of Sales Strategy Department, Sales Headquarters, Business Headquarters; Executive Officer and General Manager of Sales Strategy Department, Sales Headquarters; Director in charge of Marketing Department and Sales Planning Department, Chairperson of Executive Officer Meeting, and Chairperson of Product Judgment Meeting; Director in charge of Sales Strategy Department, Chairperson of Executive Officer Meeting, and Chairperson of Product Judgment Meeting; June 2018 Director in charge of Sales Headquarters; June 2020 Managing Director in charge of Sales Headquarters (current position) (Significant concurrent positions outside the Company) Director of FUTABA SOKKI CO., LTD. [Reasons for nomination as candidate for Director] Toshie Yajima has been strengthening sales functions and playing an instrumental role in marketing strategies for the Sales Headquarters. In addition, he has finance expertise from his long-standing experience of being engaged in finance and provides leadership of the overall management of the Group based on this broad experience and insight. As such roles will remain important going forward for the purpose of strengthening the Company’s management in a broad range of fields, the Company continues to nominate him as a candidate for Director. – 9 – Candidate No. Name (Date of birth) Career summary, position and responsibility in the Company, and significant concurrent positions outside the Company Number of the Company’s shares owned Apr. 1978 Joined the Company; Kazuya Yamagishi (December 22, 1955) 2 8,700 Apr. 2008 Apr. 2010 June 2010 June 2012 June 2014 July 2014 June 2015 Apr. 2018 Apr. 2019 June 2020 Deputy General Manager of Research & Development Department, Research & Development Center; Deputy General Manager of Research & Development Center; Executive Officer and General Manager of Research & Development Center; Senior Executive Officer and General Manager of Technology Development Center, Business Headquarters; Director and General Manager of Technology Development Center, Business Headquarters; Director in charge of FBG Business Department; Director in charge of FBG Business Department and Intellectual Property Section; Director in charge of FBG Business Department and Intellectual Property Department; Director in charge of Development Center and Intellectual Property Department; Director in charge of Technology Headquarters, Development Center, and Automotive Sensor Department (current position) [Reasons for nomination as candidate for Director] Kazuya Yamagishi, after being engaged in research & development operations, has been leading efforts at the Development Center with the aim of swiftly commercializing application system products using optical fiber as the Director in charge of the Development Center. He is also responsible for technological development and the automotive sensor business, and such roles will remain important going forward as the technological development mainly for decarbonization, next-generation semiconductor technology and high-added value products is a pressing issue for the Company. The Company therefore continues to nominate him as a candidate for Director. – 10 – Candidate No. Name (Date of birth) Career summary, position and responsibility in the Company, and significant concurrent positions outside the Company Number of the Company’s shares owned Apr. 1982 Joined the Company; Hiroshi Nagasaka (July 29, 1958) 3 6,200 [Reasons for nomination as candidate for Director] Hiroshi Nagasaka has been engaged in the technological development of pressure sensors and has been undertaking technological development as a Director over a long time. Such roles will remain important going forward as the aggressive entry into growth areas or the expansion into new business domains based on mainly market needs through marketing is a pressing issue for the Company. The Company therefore continues to nominate him as a candidate for Director. Jan. 2006 Feb. 2008 July 2008 June 2011 Apr. 2012 June 2012 June 2014 July 2014 June 2015 June 2020 June 2020 Apr. 2021 Deputy General Manager of AM Sensor Technology Department, Maruko Electronic Instrument Plant, Manufacturing Headquarters; Executive Officer and General Manager of AM Sensor Department, Maruko Electronic Instrument Plant; Executive Officer and General Manager of Automotive Sensor Technology Department, Technology Headquarters; Executive Officer and General Manager of Automotive Sensor Department, Maruko Electronic Instrument Plant, Manufacturing Headquarters; Executive Officer and General Manager of Thin-film Deposition Technology Department, Maruko Electronic Instrument Plant, Manufacturing Headquarters; Senior Executive Officer and General Manager of Thin-film Deposition Technology Department, Maruko Electronic Instrument Plant, Business Headquarters; Director and General Manager of Thin-film Deposition Technology Department, Maruko Electronic Instrument Plant, Business Headquarters; Director in charge of Technology Headquarters and Technology Development Center, Business Headquarters; Director in charge of Technology Headquarters; Director in charge of Sales Planning Headquarters; Chairman of Nagano Metrology Association (current position); Director in charge of Sales Planning Department (current position) (Significant concurrent positions outside the Company) Director of Nakamura mold Mfg. Co., Ltd. Chairman of Nagano Metrology Association – 11 – Candidate No. Name (Date of birth) Career summary, position and responsibility in the Company, and significant concurrent positions outside the Company Number of the Company’s shares owned Norio Kakuryu (May 10, 1960) Apr. 1979 Joined the Company; Apr. 2011 June 2014 July 2014 June 2018 Deputy General Manager of Finance Department; Executive Officer and Deputy General Manager of Finance Department; Executive Officer and General Manager of Finance Department; Director in charge of Finance Department (current position) (Significant concurrent positions outside the Company) Audit & Supervisory Board Member of New-Era Co., Ltd. Audit & Supervisory Board Member of NAGANO KEISO CO., LTD [Reasons for nomination as candidate for Director] Norio Kakuryu has been engaged in the finance operations over a long time and has been undertaking practical initiatives that are beneficial to management. In addition, he is the Director responsible for the Group’s accounting and finance, and such roles will remain important going forward. The Company therefore continues to nominate him as a candidate for Director. Toyoshige Kobayashi (January 22, 1963) Apr. 1985 Joined The Hachijuni Bank, Ltd.; Feb. 2004 General Manager of Wakamiya Branch; Feb. 2006 General Manager of Kumagaya Branch; June 2014 General Manager of Takada Branch; June 2008 June 2011 June 2016 June 2017 June 2019 General Manager of Corporate Banking Department; General Manager of Showadori Business Department; Executive Officer and General Manager of Takada Branch; Executive Officer and General Manager of Personnel Department; Executive Officer and General Manager of Internal Audit Department; June 2020 Director of the Company; Apr. 2021 Director in charge of the General Affairs Department (current position) [Reasons for nomination as candidate for Director] Toyoshige Kobayashi has been utilizing his wealth of experience and broad insights acquired at a financial institution to improve the collective strength of the Group’s management as a whole. In addition, he has led the overall operations of general affairs and worked to strengthen the general affairs and human resources functions of the Group. Such roles will remain important going forward as initiatives for ESG management and for further strengthening the internal administrative preparedness to fortify the management foundation are pressing issues for the Company. The Company therefore continues to nominate him as a candidate for Director. 3,800 500 4 5 – 12 – Candidate No. Name (Date of birth) Career summary, position and responsibility in the Company, and significant concurrent positions outside the Company Number of the Company’s shares owned Apr. 1978 July 2008 July 2010 Aug. 2011 Oct. 2013 Joined the Ministry of International Trade and Industry (currently the Ministry of Economy, Trade and Industry); Director-General of Industrial Science and Technology Policy and Environment Bureau, Ministry of Economy, Trade and Industry; Director-General of Manufacturing Industries Bureau; Commissioner of Small and Medium Enterprise Agency; Advisor to JGC JAPAN CORPORATION (currently JGC HOLDINGS CORPORATION); June 2014 Director of the Company; July 2014 Director and Executive Officer of JGC JAPAN CORPORATION; June 2016 Director and Senior Executive Officer; June 2018 Director of the Company (current position); Oct. 2019 Oct. 2020 May 2021 June 2021 June 2021 Director and Senior Executive Officer of JGC HOLDINGS CORPORATION; Director of United Semiconductor Japan Co., Ltd. (current position); Director and Chairman of MJS M&A Partners CO., LTD. (current position); Board Chairman of International Aircraft Development Fund (current position); Chairperson of Association for the Promotion of Electric Vehicles (current position); June 2021 Director of Miroku Jyoho Service Co., Ltd. (current position) (Significant concurrent positions outside the Company) Director of United Semiconductor Japan Co., Ltd Director and Chairman of MJS M&A Partners CO., LTD. Board Chairman of International Aircraft Development Fund Chairperson of Association for the Promotion of Electric Vehicles Director of Miroku Jyoho Service Co., Ltd. Masanori Suzuki (October 9, 1954) 6,700 6 [Reasons for nomination as candidate for outside Director and outline of expected roles] Masanori Suzuki has been using his wealth of experience and broad insights acquired at the Ministry of Economy, Trade and Industry, the Small and Medium Enterprise Agency, and other companies to appropriately ask questions from an independent standpoint and a neutral and objective perspective, while providing advice and recommendations to secure the suitability and appropriateness of decision making of the Board of Directors and also contributing to the further invigoration of the Board of Directors through being involved in investigations as a member of the internal investigation committee into wrongful acts in order to conduct investigations from his standpoint independent from persons executing business. The Company continues to nominate him as a candidate for outside Director as it expects him to use his wealth of experience and broad insights gained at the Ministry of Economy, Trade and Industry, the Small and Medium Enterprise Agency, and other companies for the management of Company from an independent standpoint, and further invigorate the Board of Directors. Notes: 1. There is no special interest between any of the candidates and the Company. 2. Masanori Suzuki is a candidate for outside Director. 3. Masanori Suzuki is currently an outside Director of the Company, and at the conclusion of this general meeting of shareholders, his tenure as outside Director will have been four years. – 13 – 4. The Company’s Articles of Incorporation stipulate that, pursuant to the provisions of Article 427, paragraph (1) of the Companies Act, the Company can conclude contracts with its Directors (excluding executive Directors, etc.) to limit their liability for damages, so that those Directors can adequately fulfill the roles expected of them. Masanori Suzuki is currently an outside Director of the Company, and the Company has entered into a contract with Mr. Suzuki to limit the amount of his liability for damages under Article 423, paragraph (1) of the Companies Act to the minimum amount stipulated in Article 425, paragraph (1) of the Companies Act, presuming that he performs his duties in good faith and without gross negligence. If Mr. Suzuki’s reelection is approved, the Company plans to renew the agreement with him. 5. The Company has concluded a directors and officers liability insurance policy as provided for in Article 430-3 paragraph (1) of the Companies Act with an insurance company. An overview of the content of this policy is provided on page 32 of the Japanese version of this convocation notice. If the reelection of the candidates is approved, they will become insureds under this insurance policy. Moreover, the Company intends to renew the policy at the next renewal date with the same content. 6. The Company has submitted notification to Tokyo Stock Exchange, Inc. that Masanori Suzuki has been designated as an independent officer as provided for by the aforementioned exchange. If Mr. Suzuki’s reelection is approved, the Company plans for his designation as an independent officer to continue. 7. A case of wrongful acts involving a former employee was revealed through a tax examination by the Kantoshinetsu Regional Taxation Bureau conducted in November 2021, while Masanori Suzuki was serving as outside Director. As part of the process of the examination, an internal investigation was conducted by the Company immediately in the same month. Moreover, Mr. Suzuki was involved as committee chairperson of an internal investigation committee comprised of outside officers, which was established with the objective of conducting a fresh and thorough investigation, including the suitability of the internal investigation, elucidation of the cause, and providing recommendations, etc. into recurrence measures from a standpoint independent from persons executing business. In addition to reporting the investigation results, including the cause of the wrongful act, he provided recommendations on response to the relevant authorities and measures to prevent recurrence. – 14 – Election of One (1) Audit & Supervisory Board Member Proposal No. 4: At the conclusion of this meeting, the term of office of Audit & Supervisory Board Member Hirotoshi Mizusawa will expire. Therefore, the Company proposes the election of one (1) Audit & Supervisory Board Member. The consent of the Audit & Supervisory Board has been obtained for this proposal. The candidate for Audit & Supervisory Board Member is as follows: Name (Date of birth) Career summary, position in the Company, and significant concurrent positions outside the Company Number of the Company’s shares owned Hirotoshi Mizusawa (September 10, 1952) June 2013 ― Apr. 1977 Joined The Hachijuni Bank, Ltd.; June 1998 General Manager of Kazama Branch; June 2000 Deputy General Manager of Credit Department I; Feb. 2002 General Manager of Matsuo-cho Branch; Aug. 2004 General Manager of Ueda Higashi Branch; June 2005 General Manager of Komoro Branch; June 2007 June 2009 Executive Officer and General Manager of Internal Audit Department; Executive Officer and Area Branch Manager of Ina Area; June 2010 Managing Director; Representative Director and President of Hachijuni Lease Co., Ltd.; Representative Director and President of Hachijuni Auto Lease Co., Ltd.; Audit & Supervisory Board Member of Nagano Broadcasting Systems, Inc.; Head of Secretariat of Lease Users Association, Sales Department, Sales Headquarters, DENSAN CO., LTD. (current position); June 2017 June 2018 Audit & Supervisory Board Member of the Company (current position) (Significant concurrent positions outside the Company) Head of Secretariat of Lease Users Association, Sales Department, Sales Headquarters, DENSAN CO., LTD. [Reasons for nomination as candidate for outside Audit & Supervisory Board Member] The Company continues to nominate Hirotoshi Mizusawa as candidate for Audit & Supervisory Board Member so that he can provide advice and recommendations on securing the suitability and appropriateness of decision making of the Board of Directors using his wealth of experience as a manager of a financial institution and as a corporate manager along with his objective and fair insights on overall management, and also so that he can carry out important discussions as an Audit & Supervisory Board Member and provide the required statements on audit results. Notes: 1. There is no special interest between the candidate and the Company. 2. Hirotoshi Mizusawa is a candidate for outside Audit & Supervisory Board Member. 3. Hirotoshi Mizusawa is currently an outside Audit & Supervisory Board Member of the Company, and at the conclusion of this general meeting of shareholders, his tenure as outside Audit & Supervisory Board Member will have been four years. 4. The Company’s Articles of Incorporation stipulate that, pursuant to the provisions of Article 427, paragraph (1) of the Companies Act, the Company can conclude contracts with its Audit & Supervisory Board Members to limit their liability for damages, so that Audit & Supervisory Board Members can adequately fulfill the roles expected of them. Hirotoshi Mizusawa is currently an outside Audit & Supervisory Board Member of the Company, and the Company has entered into a contract with Mr. Mizusawa to limit the amount of his liability for damages under Article 423, paragraph (1) of the Companies Act to the minimum amount stipulated in Article 425, paragraph (1) of the Companies Act, presuming that he performs his duties in good faith and without gross negligence. If Mr. Mizusawa’s reelection is approved, the Company plans to renew the agreement with him. 5. The Company has concluded a directors and officers liability insurance policy as provided for in Article 430-3 paragraph (1) of the Companies Act with an insurance company. An overview of the content of this policy is provided on page 32 of the Japanese version of this convocation notice. If the reelection of the candidate for – 15 – outside Audit & Supervisory Board Member Hirotoshi Mizusawa is approved, he will become an insured under this insurance policy. Moreover, the Company intends to renew the policy at the next renewal date with the same content. 6. A case of wrongful acts involving a former employee was revealed through a tax examination by the Kantoshinetsu Regional Taxation Bureau conducted in November 2021, while Hirotoshi Mizusawa was serving as outside Audit & Supervisory Board Member. As part of the process of the examination, an internal investigation was conducted by the Company immediately in the same month. Moreover, Mr. Mizusawa was involved as a member of an internal investigation committee comprised of outside officers, which was established with the objective of conducting a fresh and thorough investigation, including the suitability of the internal investigation, elucidation of the cause, and providing recommendations, etc. into recurrence measures from a standpoint independent from persons executing business. In addition to reporting the investigation results, including the cause of the wrongful act, he provided recommendations on response to the relevant authorities and measures to prevent recurrence. – 16 – Skill Matrix After Approval of Proposals No. 3 and No. 4 (Planned) Reference List of Directors and Audit & Supervisory Board Members Title Name Market-ing/ Sales Finance & Account-ing Personnel & Labor affairs IT Global experience Public policy ○ ○ ○ ○ ○ Corporate manage-ment Develop-ment/ Technol-ogy/ Manufac-turing ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ Legal affairs/ Risk Manage-ment/ Govern-ance ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ [Outside] [Independent] [Outside] [Independent] ○ ○ ○ Chairman and Representative Director President and Representative Director Managing Director Managing Director Director Director Director Director Director Director Audit & Supervisory Board Member Audit & Supervisory Board Member Audit & Supervisory Board Member Audit & Supervisory Board Member Shigeo Yoda Masatsugu Sato Sanji Hirai Toshie Yajima Kazuya Yamagishi Hiroshi Nagasaka Norio Kakuryu Toyoshige Kobayashi Masanori Suzuki Yoshiyuki Terashima Mamoru Odanaka Zenji Imai Hirotoshi Mizusawa Tadashi Kanki [Outside] ○ ○ [Outside] ○ ○ ○ [Outside] [Independent] Independent officer Outside Director or outside Audit & Supervisory Board Member – 17 –