ＮＩＴＴＡＮ（6493） – NOTICE OF CONVOCATION OF THE 100th ANNUAL GENERAL MEETING OF SHAREHOLDERS

To: Our Shareholders, 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. Securities Code: 6493 June 8, 2022 NITTAN Corporation 518 Soya, Hadano-shi, Kanagawa Toshimichi Kimbara President and Representative Director NOTICE OF CONVOCATION OF THE 100th ANNUAL GENERAL MEETING OF SHAREHOLDERS Dear Shareholders, Notice is hereby given that the 100th Annual General Meeting of Shareholders of the Company (“the Meeting”) will be held as described hereinbelow. You are cordially invited to attend the Meeting. In taking into account the situation that the spread of novel coronavirus infection disease (COVID-19) is still concerned, we would like to request you to exercise your voting rights by using a voting form or by electromagnetic means as much as possible, in order to ensure your safety and prevent the spread of infection. In addition, when you attend the Annual General Meeting of Shareholders, we would like to request you to wear a mask. Furthermore, when we take preventive measures for infection in the place for the Annual General Meeting of Shareholders, we would appreciate your cooperation. If you are unable to attend the Meeting in person, you may exercise your voting rights by using a voting form or by electromagnetic means. Please review the “Reference Materials for the 100th Annual General Meeting of Shareholders” attached hereto and send us the enclosed voting form via return mail by 5:20 p.m., Thursday, June 23, 2022, indicating your votes for or against the proposals. ―1― Notice of the Meeting 1. Date and time: Friday, June 24, 2022 at 10:00 a.m. 2. Place: 3. Objectives of the Meeting: Matters to be reported: Main conference room at the head office of NITTAN Corporation 518 Soya, Hadano-shi, Kanagawa 1. The Annual Business Report and the Consolidated Financial Statements for the 100th Fiscal Year (From April 1, 2021 to March 31, 2022); Report of the Accounting Auditors on the results of the audit on the Consolidated Financial Statements; And Report of the Board of Company Auditors on the results of the audit on the Consolidated Financial Statements 2. The Non-consolidated Financial Statements for the 100th Fiscal Year (From April 1, 2021 to March 31, 2022) Matters to be resolved: Proposal #1: Disposition of Surplus Proposal #2: Partial Amendment of the Articles of Incorporation Proposal #3: Appointment of Nine (9) Directors Proposal #4: Appointment of One (1) Company Auditor ——————————————————————————————————————— When you attend the Meeting in person, please present the enclosed voting form to the receptionist at the Meeting. As the following matters are posted on the Company’s website (https://www.niv.co.jp) in accordance with the provisions of laws and regulations and Article 15 of the Articles of Incorporation, they are not shown in the attached documents to the Notice of Convocation of the 100th Annual General Meeting of Shareholders: 1. Consolidated notes of consolidated financial statements, and 2. Individual notes of non-consolidated financial statements Additionally, the consolidated and non-consolidated financial statements described in the attached documents to the Notice of Convocation of the 100th Annual General Meeting of Shareholders are a part of the documents audited by the Accounting Auditors and the Company Auditors when they formulated the accounting audit report and the audit report. Any revision of the Reference Materials, the Annual Business Report, the Non-consolidated Financial Statements or the Consolidated Financial Statements will be posted on the Company’s website (https://www.niv.co.jp/). ―2― Reference Materials for the 100th Annual General Meeting of Shareholders Proposals and Matters for Reference Proposal #1: Disposition of Surplus It is desired that the surplus be disposed of as follows: Concerning the year-end dividend The Company, in taking a long-term view, has, whilst striving for strengthening its corporate constitution and giving consideration to the management environment and revenues, adopted that the payment of dividends on an on-going basis to the extent possible as a basic policy. With respect to the current term’s year-end dividend, in giving comprehensive consideration to performance over the current term, future business development and various circumstances, it is considered desirable to proceed as follows: (1) Allotment of dividends to shareholders and the total amount: 6 yen per common share and 172,881,168 yen in total Note: The annual dividend including interim dividend for this fiscal year is 11 yen per share. (2) Effective date of distribution of year-end dividend: June 27, 2022 ―3― Proposal #2: Partial Amendment of the Articles of Incorporation 1. Reason for amendment: (1) To prepare for future business expansion, the Company proposes to amend Article 2 (Purpose) of the Articles of Incorporation. (2) Since the revised provisions provided for in a 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 reference materials for the general meeting of shareholders in electronic format. (i) The proposed Article 15, Paragraph 1 provides that information contained in the reference materials for the general meeting of shareholders, etc. shall be provided electronically. (ii) The purpose of the proposed Article15, Paragraph 2 is to establish a provision to limit the scope of matters to be included in the paper copy to be sent to shareholders who have requested it. (iii) The provision related to the internet disclosure and deemed provision of the reference materials for the general meeting of shareholders, etc. (Article 15 of the current Articles of Incorporation) shall become redundant and shall therefore be deleted. (iv) In line with the above establishment and deletion of the provisions, supplementary provisions related to the effective date, etc. shall be established. 2. Contents of amendment Contents of amendment are as follows: Current Articles of Incorporation (The Underlined portions are to be amended.) Proposed Amendments (Purpose) Article 2 The purpose of the Company shall be to engage in the following business: (1) (Text omitted) (2) Manufacture and sale of vehicle parts (3) to (5) (Text omitted) (Newly established) (6) (Text omitted) (Purpose) Article 2 The purpose of the Company shall be to engage in the following business: (1) (Unchanged) (2) Manufacture and sale of transport equipment parts (3) to (5) (Unchanged) (6) Manufacture and sale of daily necessities and sporting goods (7) (Unchanged) ―4― Current Articles of Incorporation (The Underlined portions are to be amended.) Proposed Amendments (Provision of Reference Materials for Shareholders Meetings by way of Disclosures via the Internet) Article 15 In relation to the convening of shareholders meetings, the Company may deem information with respect to matters which ought to be stated or shown in shareholders meeting reference materials, business reports, and financial statements and/or consolidated financial statements as having been provided to shareholders if there is disclosure via the Internet in any manner pursuant to provisions of the relevant Ordinance of the Ministry of Justice. (Newly established) (Deleted) (Measures for Electronic Provision, Etc.) Article 15 The Company shall, when convening a general meeting of shareholders, provide information contained in the reference documents for the general meeting of shareholders, etc. electronically. 2. Among the matters to be provided electronically, the Company may choose not to include all or part of the matters stipulated in the 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. ―5― Current Articles of Incorporation (The Underlined portions are to be amended.) Proposed Amendments (Newly established) (Supplementary provisions) 1. The deletion of Article 15 (Disclosure via Internet and deemed furnishing of reference materials, etc. for General Meeting of Shareholders) of Articles of Incorporation prior to amendments and the new establishment of the proposed revision of Article 15 (Measures for providing information in electronic format, etc.) shall be effective from September 1, 2022, 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) (hereinafter referred to as the “Date of Enforcement”). 2. Notwithstanding the provision of the preceding paragraph, Article 15 (Disclosure via Internet and deemed furnishing of reference materials, etc. for General Meeting of Shareholders) of Articles of Incorporation prior to amendments shall remain effective regarding any General Meeting of Shareholders held on a date within six months from the Date of Enforcement. 3. 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. ―6― Proposal #3: Appointment of Nine (9) Directors As the term of the twelve (12) directors, Mr. Toshimichi Kimbara, Mr. Lee Tai Hwan, Mr. Hiroshi Ono, Mr. Fumio Inoue, Mr. Masato Himura, Mr. Teruaki Ando, Mr. Ryuji Suzuki, Mr. Yoshimoto Kurihara, Mr. Koichi Takahashi, Mr. Kazuo Ishigaki, Ms. Mika Kumahira and Mr. Kenjiro Tokunaga, will expire at the conclusion of the Meeting, it is requested that there be an election of nine (9) directors. The candidates for directors are as follows: Candidate Number Name Bio, Position, and Responsibilities in the Company and Important Concurrent Positions Years served as Director Toshimichi Kimbara Reappointment President and Representative Director Lee Tai Hwan Reappointment Teruaki Ando Reappointment Ryuji Suzuki Reappointment Yoshimoto Kurihara Reappointment Koichi Takahashi Reappointment Kazuo Ishigaki Reappointment Director Mika Kumahira Reappointment Outside Independent Outside Independent Senior Managing Director Responsible for Business Planning Dept. Director and Executive Officer Responsible for Business Operations and Chief Officer of Business Operations Director GMO (Global Management Officer) and Responsible for Global Operations Director and Executive Officer Responsible for Sales Div. as well as General Manager of Sales Div., Sales Dept. No.2 Director and Executive Officer Responsible for Technical Div. as well as General Manager of Technical Div. Director Representative Director of Atech Kumahira Co., Ltd. Representative Director of Kumahira Security Foundation President of Career College, Diversity Promotion Organization, Showa Women’s University Representative Director of 21st Learning Institute Outside Company Auditor of Kewpie Corporation. Attendance at Meetings of the Board of Directors (FYE 2021) 14 / 14 (100%) 14 / 14 (100%) 14 / 14 (100%) 14 / 14 (100%) 14 / 14 (100%) 11 / 11 (100%) 14 / 14 (100%) 12 / 14 (85.7%) 15 11 5 5 2 1 4 3 1 9 Kenjiro Tokunaga Reappointment Outside Director Japan Country Controller of Eaton Japan G.K. 10 / 11 (90.9%) 1 2 3 4 5 6 7 8 ―7― Candidate Number 1 Toshimichi Kimbara Date of Birth May 28, 1958 Number of shares owned 84,339 Bio, Position, and Responsibilities in the Company and Important Concurrent Positions Apr. 1982 Sep. 2002 Mar. 2004 2007 Jun. 2007 Sep. Jul. 2008 Jun. Jun. 2009 2010 Jan. 2011 Joined the Company General Manager of Sales Department No.1, Sales Division of the Company General Manager of Purchasing Department of the Company Director of the Company Responsible for Administration Department and General Manager of Purchasing Department of the Company Responsible for Business Planning Department and General Manager of Purchasing Department of the Company General Manager of Manufacturing Division of the Company General Manager of Manufacturing Division and General Manager of NPM Department of the Company Responsible for Production Engineering Department and NPM Department as well as General Manager of Manufacturing Division of the Company Jun. Jun. 2011 Managing Director of the Company 2011 Responsible for Administration, Purchasing, Accounting, Business Planning and Manufacturing as well as General Manager of Manufacturing Division of the Company Responsible for Administration, Purchasing, Accounting, and Business Planning of the Company Responsible for Administration, Purchasing, Accounting, Business Planning and Production Engineering of the Company Executive Managing Director of the Company President and Representative Director of the Company (to present) Chief Officer of Business Operations of the Company Dec. 2011 Apr. 2014 2014 Jun. 2015 Jun. Nov. 2016 Reasons for the nomination as candidate for director Mr. Kimbara, with personal traits required of a director such as superior insights and high ethics, has abundant experiences and achievements accumulated through engagement in implementation of business strategy and corporate reform as a responsible person for Administrative overhead departments such as Sales, Purchasing and Administration over the years. He also has played a leading and supervising role in the group’s management as a representative director since June 2015. He has been nominated as director based on expectations that he will continuously contribute to increasing corporate value of the group. Reappointment ―8― Candidate Number 2 Lee Tai Hwan Reappointment Date of Birth December 1, 1964 Number of shares owned 47,691 Bio, Position, and Responsibilities in the Company and Important Concurrent Positions Joined Kia Motors Corporation Joined the Company Apr. 1989 Mar. 1995 Mar. 1995 Manager of Korean Office of the Company Jun. Jun. Jun. 2007 2011 2011 General Manager of Global Operations, Sales Division of the Company Director of the Company General Manager of Business Development Department, Sales Division of the Company General Manager of Sales Division and General Manager of Business Development Department of the Company Responsible for Sales Division and General Manager of Sales Division of the Company Dec. 2011 Apr. 2013 Jun. Jun. Jul. 2015 Managing Director of the Company 2015 2015 Responsible for Sales Division, Administration Department of the Company Responsible for Sales Division, Administration Department and Productivity Innovation Department of the Company Responsible for Sales Division, Administration Department and Productivity Innovation Department as well as Global Compliance Officer of the Company 2016 Managing Director and Executive Officer of the Company Responsible for Sales Division, Administration Department and Productivity Innovation Department and Vice Chief Officer of Business Operations as well as Global Compliance Officer of the Company Responsible for Administration, Accounting and Business Planning, Sales Division, and Productivity Innovation Department and Vice Chief Officer of Business Operations, as well as Global Compliance Officer of the Company Responsible for Administration, Accounting and Business Planning, and Productivity Innovation Department, and Vice Chief Officer of Business Operations as well as Global Compliance Officer of the Company Responsible for Business Planning Department (to present) Senior Managing Director and Executive Officer of the Company Senior Managing Director (to present) Feb. 2016 Jun. Nov. 2016 Dec. 2016 Jun. 2017 Mar. 2019 2019 Jun. 2021 Jun. Reasons for the nomination as candidate for director Mr. Lee, with personal traits required of a director such as superior insights and high ethics, has contributed to expansion of the group’s business through engagement in sales and overseas business operations of the Company and the group over the years. He had directed group companies as Managing Director since June 2015, and has shown strong leadership as Senior Managing Director since June 2019, based on his above-mentioned experience. He has been nominated as director based on expectations that he will continuously contribute to increasing corporate value of the group. ―9― Candidate Number 3 Teruaki Ando Date of Birth June 9, 1963 Number of shares owned 33,598 Reappointment Bio, Position, and Responsibilities in the Company and Important Concurrent Positions Apr. 1986 Dec. 2005 Jul. 2006 Jun. 2007 Sep. Sep. Jan. 2008 2008 2010 Jun. 2011 Mar. 2013 Mar. 2013 Mar. 2014 2017 Jun. Jun 2017 Mar. 2019 Mar. 2021 Joined the Company General Manager of Technical Development Department No.1, Technical Division of the Company General Manager of Technical Development Department, Technical Division of the Company General Manager of Product Development Department, Technical Division of the Company Seconded to Nittan Global Tech Co., Ltd. Technical Manager of Nittan Global Tech Co., Ltd. General Manager of Global Operations, Business Planning Department of the Company General Manager of Global Operations of the Company Seconded to Nittan Global Tech Co., Ltd. Vice President of Nittan Global Tech Co., Ltd. President and Representative Director of Nittan Global Tech Co., Ltd. Director and Executive Officer of the Company (to present) Responsible for Production Engineering Department of the Company Vice Chief Officer of Business Operation and Responsible for Manufacturing Division No.2 and Production Engineering Department of the Company Responsible for Business Operations and Chief Officer of Business Operations of the Company (to present) Reasons for the nomination as candidate for director Mr. Ando, with personal traits required of a director such as superior insights and high ethics, has contributed not only to the technology and product development over the years, but also the management of overseas business and business expansion of the group companies. He has wide experiences and achievements in direction and supervisory for Manufacturing Department as Vice Chief Officer of Business Operations since March 2019 and as Chief Officer of Business Operations since March 2021. He has been nominated as director based on expectations that he will continuously contribute to increasing corporate value of the group. ―10― Candidate Number 4 Ryuji Suzuki Reappointment Date of Birth December 24, 1964 21,854 Number of shares owned Bio, Position, and Responsibilities in the Company and Important Concurrent Positions Apr. 1988 May 1992 Apr. 2012 2015 Jun. Jun. Jun. 2017 2017 Jun. 2018 Mar. 2019 Jun. Jun. 2020 2020 Joined Toyo Computer Service Co., Ltd. Joined the Company General Manager of Sales Department No.1, Sales Division of the Company General Manager of Sales Division and Sales Department No.1, Sales Division of the Company Director and Executive Officer of the Company Responsible for Sales Division, Vice Supervisor of Hollow Valve Strategy of the Company Director of the Company Responsible for Sales Division, GMO (Global Management Officer) (Vice Supervisor), and Hollow Valve Project (Vice Supervisor) Director and Executive Officer of the Company GMO (Global Management Officer) and Responsible for Global Operations of the Company (to present) Director of the Company (to present) Reasons for the nomination as candidate for director Jun. 2021 Mr. Suzuki, with personal traits required of a director such as superior insights and high ethics, has contributed to the expansion of the market through engagement in sales and overseas business of the Company and the group companies over the years. He has been engaged in management for overseas business of the group and negotiating with overseas partners as GMO (Global Management Officer) since June 2020, having wide experiences and achievements in overseas business. He has been nominated as director based on expectations that he will continuously contribute to increasing corporate value of the group. ―11― Candidate Number 5 Yoshimoto Kurihara Date of Birth February 17, 1965 18,571 Number of shares owned Reappointment Bio, Position, and Responsibilities in the Company and Important Concurrent Positions Apr. 1988 Apr. 1998 Sep. 2008 Apr. 2012 2017 Jun. Mar. 2018 2018 Jun. 2019 Oct. Jun. Jun. 2020 2020 Mar. 2021 Apr. 2021 Joined MEIDENSHA CORPORATION Joined Eaton Japan Co., Ltd. Joined the Company General Manager of Sales Department No.2, Sales Division of the Company General Manager of Sales Division, Sales Department No.1, and No.2 of the Company General Manager of Sales Division, Sales Department No2. of the Company Executive Officer of the Company General Manager of Sales Division, Sales Department No.1, and No.2 of the Company Director and Executive Officer of the Company (to present) Responsible for Sales Division as well as General Manager of Sales Division, Sales Department. No.1 and No.2 and Responsible for Hollow Valve Project (Vice Supervisor) of the Company Responsible for Sales Division as well as General Manager of Sales Division, Sales Department No.1 and No.2 of the Company Responsible for Sales Division as well as General Manager of Sales Division, Sales Department No.2 of the Company (to present) Reasons for the nomination as candidate for director Mr. Kurihara, with personal traits required of a director such as superior insights and high ethics, has been engaged in sales in global companies, and contributed to sales expansion of the Company’s products in Sales Divisions of the Company and group companies, accumulating abundant overseas experiences and actual results in sales domain. He directs and supervises Sales Division, as Executive Officer since June 2018 and as Director since June 2020, having achievements in management. He has been nominated as director based on expectations that he will continuously contribute to increasing corporate value of the group. ―12― Candidate Number 6 Koichi Takahashi Reappointment Date of Birth August 12, 1969 Number of shares owned 7,778 Bio, Position, and Responsibilities in the Company and Important Concurrent Positions Apr. 1992 Feb. 2015 Apr. 2016 2018 Jun. 2018 Jun. Jul. 2018 Apr. 2020 Jun. Jun. Jun. 2020 2021 2021 Joined the Company General Manager of Technical Department No.2, Technical Division General Manager of Technology Development Department, Technical Division Executive Officer General Manager of Technical Division and General Manager of Technology Development Department, Technical Division General Manager of Technical Division and General Manager of Product Technology Department, Technical Division General Manager of Technical Division and General Manager of Reliability Verification Department, Technical Division General Manager of Technical Division Director and Executive Officer of the Company (to present) Responsible for Technical Division as well as General Manager of Technical Division (to present) Reasons for the nomination as candidate for director Mr. Takahashi has contributed to the Company’s unique technology establishment and new product development through engagement in its technology and product development over the years. He has achieved the Company’s business expansion, in direction and supervision in broad domain including new product development and others based on the Company’s medium- to long-term strategy as Executive officer since June 2018 and as Director since June 2021. He has been nominated as director based on expectations that he will continuously contribute to increasing corporate value of the group. ―13― Candidate Number 7 Kazuo Ishigaki Date of Birth April 30, 1952 Number of shares owned 6,500 Reappointment Outside Independent Bio, Position, and Responsibilities in the Company and Important Concurrent Positions Apr. 1978 2006 Jun. Joined Kumagai Gumi Co., Ltd. Director and Executive Officer as well as General Manager of Civil Engineering Management Division of Kumagai Gumi Co., Ltd. Apr. 2012 Apr. 2007 Managing Director and Managing Executive Officer as well as General Manager of Civil Engineering Management Division of Kumagai Gumi Co., Ltd. Senior Managing Director and Senior Managing Executive Officer as well as General Manager of Civil Engineering Management Division of Kumagai Gumi Co., Ltd. Representative Director and Vice President as well as Vice President Executive Officer of Kumagai Gumi Co., Ltd. Senior Adviser of Kumagai Gumi Co., Ltd. Director of the Company (to present) Friend of the company, Kumagai Gumi Co., Ltd. (Part-time Adviser) 2017 2018 2018 Jul. Jun. Jul. Apr. 2014 (Important Concurrent Position at Other Company) NONE Reasons for the nomination as candidate for director Mr. Ishigaki with personal traits required of a director such as superior insights and high ethics, has management know-how accumulated as the top of Civil Engineering Management Division of Kumagai Gumi Co., Ltd. over the years. He has given advice for management-related items of the Company as outside director based on his abundant experiences and achievements since June 2018, to fulfill his duties sufficiently. In addition, he has been providing appropriate advice on planning for the succession of the president and representative director, and on the nomination procedures for directors and executive officers, as well as compensation decisions since June 2020, as chairman of the Nomination and Compensation Advisory Committee. He has been nominated as outside director based on expectations that he will continuously help to enhance the decision-making and supervisory function of the board of directors of the Company, by giving a wealth of advice on management of the Company. We also expect that he will demonstrate his management talent and knowledge cultivated as representative director of a listed company in the Company’s management. ―14― Candidate Number 8 Mika Kumahira Reappointment Outside Independent Date of Birth September 22, 1960 0 Number of shares owned Bio, Position, and Responsibilities in the Company and Important Concurrent Positions Joined Kumahira Co., Ltd. Director of Kumahira Co., Ltd. Apr. 1985 May 1989 Jun. Apr. 1993 Apr. 1997 Apr. 2004 Apr. 2009 Apr. 2011 Apr. 2014 May 2014 2015 Sep. 2019 Jun. 2020 Feb. 1990 Managing Director of Tokyo Kumahira Co., Ltd. Representative Director of The Bear Group, Inc. Representative Director of Atech Kumahira Co., Ltd. (to present) Director of Culture Convenience Club Co., Ltd. President of Japan Professional School of Education Representative Director of Kumahira Security Foundation (to present) President of Career College, Diversity Promotion Organization, Showa Women’s University (to present) President of AFS Intercultural Programs, Japan Representative Director of 21st Learning Institute (to present) Director of the Company (to present) Outside Company Auditor of Kewpie Corporation (to present) (Important Concurrent Position at Other Company) Representative Director of Atech Kumahira Co., Ltd. Representative Director of Kumahira Security Foundation President of Career College, Diversity Promotion Organization, Showa Women’s University Representative Director of 21st Learning Institute Outside Company Auditor of Kewpie Corporation. Reasons for the nomination as candidate for director Ms. Kumahira, with personal traits required of a director such as superior insights and high ethics, acts as officer in companies and organization, has abundant experiences and is engaged in establishment of corporate vision and corporate reform, to have achievements in management-related items. She has been providing appropriate advice on planning for the succession of the president and representative director, and on the nomination procedures for directors and executive officers, as well as compensation decisions since June 2020, as member of the Nomination and Compensation Advisory Committee. She has been nominated as outside director based on expectations that she will continuously contribute to promotion of corporate operation and diversity, by giving advice for management-relate items of the Company. In addition, we expect that she will offer advice on issues such as human resource development and organizational reform which are important for achieving the Medium-to Long-term Policy. ―15― Candidate Number 9 Kenjiro Tokunaga Date of Birth September 20, 1966 0 Number of shares owned Bio, Position, and Responsibilities in the Company and Important Concurrent Positions Apr. 1990 Aug. 1999 Aug. 2005 Aug. 2006 2006 Sep. Sep. 2010 May 2011 Aug. 2015 Aug. 2015 2021 Jun. Joined Hitachi, Ltd. Joined IBM Japan, Ltd. Joined GE Capital Leasing Ltd. Joined Philips Japan, Ltd. Joined NXP Semiconductors Japan Ltd. (Currently named as NXP Japan Ltd.) Joined IMS Japan K.K. Joined Avery Dennison Japan K.K. Joined Eaton Japan G.K. Japan Country Controller of Eaton Japan G.K. (to present) Director of the Company (to present) (Important Concurrent Position at Other Company) Reappointment Outside Reasons for the nomination as candidate for director Japan Country Controller of Eaton Japan G.K. Mr. Tokunaga has worked for years at the treasury department of a Japanese-affiliated global company and a foreign company, to accumulate abundant experiences with a high degree of knowledge in accounting and finance as a person responsible for said department. He has been nominated as candidate for an outside director, based on the expectation that he will continuously contribute to the business deployment in future of the Company, by giving advice to comprehensive management of the Company which promotes overseas business. In addition, we would like him to achieve the Company’s group-company management as well as the strengthening of governance function, from the global viewpoint, as a member of the multinational company. (Note) 1. There are no special conflicts of interests between any candidates for directors and the Company. 2. Mr. Kazuo Ishigaki, Ms. Mika Kumahira and Mr. Kenjiro Tokunaga are candidates for outside directors. 3. Mr. Kazuo Ishigaki and Ms. Mika Kumahira are notified to the Tokyo Stock Exchange, Inc. as independent directors / auditors stipulated by the Tokyo Stock Exchange, Inc. 4. Years of service after assumption of office as an outside director of the Company (As of the conclusion of the Meeting) Mr. Kazuo Ishigaki: four (4) years Ms. Mika Kumahira: three (3) years Mr. Kenjiro Tokunaga: one (1) year 5. In the case where Mr. Kazuo Ishigaki, Ms. Mika Kumahira and Mr. Kenjiro Tokunaga are appointed as outside directors, the Company plans to enter into contracts which limits the liability for damages under paragraph 1 of Article 423 of the Companies Act to the minimum amount set forth in paragraph 1 of Article 425 of the said Act with them, pursuant to paragraph 1 of Article 427 of the said Act. 6. The Company enters into a directors’ and officers’ liability insurance prescribed in paragraph 1 of Article 430-(3) of the Companies Act, with an insurance company, to indemnify damages to be incurred by the insured persons, due to the act performed as an officer of the Company, if a claim for damages is lodged against the insured persons during the period of insurance. In addition, at the time of next renewal of insurance, the renewal with the same contents is scheduled. In the case where candidates assume office as director, they shall be included in the insured persons by the said directors’ and officers’ liability insurance. ―16― Proposal #4: Election of one (1) Company Auditor Mr. Seiya Ozeki will resign at the conclusion of the Meeting. Accordingly, it is requested that there be an election of one (1) company auditor, as the substitute. With respect to the submission of this proposal, the approval of the Board of Company Auditors was obtained. The candidate for Company Auditor is as follows FUMIO INOUE Date of Birth Number of shares owned January 30, 1961 73,631 New Appointment Bio and Position in the Company and Important Concurrent Positions Joined the Company Seconded to PT. Federal Nittan Industries Plant Manager of Sanyo Plant, Manufacturing Division of the Company Mar. 1983 Jan. 2005 Apr. 2007 Jun. 2009 Director of the Company Jun. 2009 Vice General Manager of Manufacturing Division and Plant Manager of Gear & VCP Plant of the Company Jun. 2010 Responsible for Sales Division of the Company Jun. 2011 General Manager of Sales Division of the Company Dec. 2011 General Manager of Manufacturing Division of the Company Apr. 2013 Responsible for Manufacturing Division and General Manager of Manufacturing Division of the Company Jun. 2015 Responsible for Manufacturing Division and Purchasing Department as well as General Manager of Manufacturing Division of the Company Jun. 2016 Director and Executive Officer of the Company (to present) Jun. 2016 Responsible for Manufacturing Division and General Manager of Manufacturing Nov. 2016 Responsible for Purchasing Department of the Company Mar. 2019 Responsible for Purchasing Department and Productivity Innovation Department of Division of the Company the Company (to present) Reasons for the nomination as candidate for auditor Mr. Inoue, with personal traits required of a director such as superior insights and high ethics, has contributed to implementation of manufacturing strategy and reform through engagement in manufacturing of the Company and the group over the years. He also experienced a president of an overseas subsidiary as well as he has wide experiences and achievements in direction and supervisory for Purchasing Department since November 2016. In taking into account these achievements, he has been nominated as company auditor based on expectations that he will audit appropriately the execution of directors’ duties, and contribute to enhancement of corporate governance as well as maintenance and improvement in compliance of the Company. (Note) 1. There are no special conflicts of interests between Mr. Fumio Inoue and the Company. 2. If the appointment of Mr. Fumio Inoue is approved, the Company plans to enter into a contract with Mr. Fumio Inoue, pursuant to the provisions of Article 427, Paragraph 1 of the Companies Act, to limit the liability for damages under Article 423, Paragraph 1 of the said Act to the minimum amount set forth in Article 425, Paragraph 1 of the said Act. 3. The Company enters into a directors’ and officers’ liability insurance prescribed in paragraph 1 of Article 430-(3) of the Companies Act, with an insurance company, to indemnify damages to be incurred by the insured persons, due to the act performed as an officer of the Company, if a claim for damages is lodged against he insured persons during the period of insurance. In addition, at the time of next renewal of insurance, the renewal with the same contents is scheduled. In the case where Mr. Fumio Inoue assumes office as company auditor, he shall be included in the insured persons by the said directors’ and officers’ liability insurance. ―17― Structure of the Board of Directors and Board of Corporate Auditors after approval of Proposals No. 3 and 4 If Proposals No. 3 and 4 are approved without amendment, the structure of the Board of Directors and Board of Corporate Auditors will be as follows at the Board of Directors meeting and the Board of Corporate Auditors meeting following this Annual General Meeting of Shareholders. The total nine Directors will include two independent Outside Directors, one female and one foreigner. Name Position Outside Independent DX Knowledge, experience and ability Purchase Sales Quality Accounting Finance Development Human Resources Personnel, ● Risk Management Internal Control, Legal, Compliance, ● ● Business Strategy Corporate Management ● ● ● ● ● ● Business Development Technology Development ● ● ● ● ● ● ● Production Engineering Manufacturing ● ● Global ● ● ● ● ● ● ● ● ● ● ● ● ● ● ● ● ● ● ● ● ● ● ● ● ● ● Tosimichi Kimbara Lee Tai Hwan Chairman and Representative Director President and Representative Director Teruaki Ando Director Ryuji Suzuki Director Yoshimoto Kurihara Director Koici Takahashi Director Mika Kumahira Director ○ ○ ● Kenjiro Tokunaga Director ○ Koji Kikuchi Full-Time Company Auditor Fumio Inoue Company Auditor Akio Yamada Company Auditor ○ ○ Mitsukazu Kudo Company Auditor ○ ○ ● Kazuo Ishigaki Director ○ ○ ● ● ● Note 1. The list above does not cover the entire scope of expertise and experience that the Directors and the Corporate Auditors have. 2. The changes in full-time company auditor, representative director and executive director are to be officially approved at the meeting of board of directors and the meeting of board of company auditors following the said meeting of shareholders. ● ● ● ● END ―18―