リズム（7769） – Notice of Convocation Annual General Meeting 2022

This document has been translated from 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: 7769 June 6, 2022 Hiromi Hirata President and Representative Director RHYTHM CO., LTD. 299-12, Kitabukurocho 1-chome, Omiya-ku, Saitama-shi, Saitama, Japan THE 2nd ANNUAL GENERAL MEETING OF SHAREHOLDERS NOTICE OF Dear Shareholders: We would like to express our appreciation for your continued support and patronage. We hereby inform you that the 2nd Annual General Meeting of Shareholders of RHYTHM CO., LTD. (the “Company”) will be held as described below. With a view to preventing the spread of the COVID-19 infections, we request that you refrain from attending the meeting on the date of the meeting as much as possible, and instead exercise your voting rights by mail or via the Internet, etc. Please review the attached Reference Documents for the General Meeting of Shareholders and exercise your voting rights by 5:45 p.m., Tuesday, June 21, 2022 following the guidance described later. 1. Date and Time: 2. Place: Wednesday, June 22, 2022 at 10:00 a.m. Japan time (Reception will open at 9:00 a.m. Japan Time.) Sakra Hall, 3F, THE MARK GRAND HOTEL (former Hotel Rafre Saitama) 3-2 Shintoshin, Chuo-ku, Saitama-shi, Saitama 3. Meeting Agenda: Matters to be reported: 1. The Business Report and Consolidated Financial Statements for the Company’s 2nd Fiscal Year (April 1, 2021 – March 31, 2022) and results of audits by the Accounting Auditor and the Audit and Supervisory Committee of the Consolidated Financial Statements 2. Non-consolidated Financial Statements for the Company’s 2nd Fiscal Year (April 1, 2021 – March 31, 2022) Appropriation of Surplus Partial Amendments to the Articles of Incorporation Election of Five (5) Directors (Excluding Directors Who Are Audit and Supervisory Committee Members) Election of Five (5) Directors Who Are Audit and Supervisory Committee Members Proposals to be resolved: Proposal 1: Proposal 2: Proposal 3: Proposal 4: – 1 – 4. Response to Preventing the Spread of the COVID-19 Infections ● We plan to hold shorter proceedings at the meeting in the same manner as in the previous year. ● We will cancel providing beverages before starting the meeting. ● We will take your temperatures at the entrance of a venue. Furthermore, if seven days has not yet passed since return from abroad, shareholders may be difficult to attend the meeting from a viewpoint of preventing the spread of the COVID-19 infections. Thank you for your understanding. ● Meeting operations staff will take their temperatures, check their own physical conditions, and wear masks at the meeting. ● ● With a view to preventing infections, we will widen the space between seats, reduce the number of seats at the meeting to operate the meeting. The number of shareholders able to attend the meeting will thus be limited. Accordingly, please exercise your voting rights by mail or via the Internet, etc. as much as possible. Please confirm the situation of infections and your own physical conditions on the date of the meeting and cooperate to prevent infections including wearing masks. In the event of any shareholders who hesitate to cooperate with us, are recognized feverish or are considered in poor physical conditions, we may refuse to allow you to attend the meeting. Thank you for your prior understanding. Please be aware that we may be forced to change a venue or schedule depending on the spread situation of the COVID-19 infections. Any new response to the COVID-19 infections or other changes would be posted on the Company’s website on the Internet. Please be sure to confirm the URL below. ● The Company’s website https://www.rhythm.co.jp/ir/ir_newslist.html We would appreciate it if shareholders who are planning to attend or considering attending the meeting make careful judgments from viewpoints of health and safety. – 2 – Reference Documents for the General Meeting of Shareholders Proposal 1: Appropriation of Surplus The Company proposes to pay year-end dividends for the fiscal year as described below, in consideration of performance for the fiscal year, future business development and other factors in accordance with the Company’s basic dividend policy. (2) Allocation of dividend assets to the shareholders and total amount of dividends (1) Type of dividend assets Cash Amount per share of common stock: ¥37.50 Total amount of dividends: ¥309,672,863 (3) Effective date of dividends of surplus June 23, 2022 – 3 – Proposal 2: Partial Amendments to the Articles of Incorporation 1. Reasons for amendments (1) 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 Company’s Articles of Incorporation shall be amended as follows. i) The proposed Article 16, Paragraph 1 provides that information contained in the Reference Documents for the General Meeting of Shareholders, etc. shall be provided electronically. ii) The purpose of the proposed Article 16, 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 provisions related to the internet disclosure and deemed provision of the Reference Documents for the General Meeting of Shareholders, etc. (Article 16 of the current Articles of Incorporation) will become unnecessary and shall therefore be deleted. iv) In line with the above new establishment and deletion of the provisions, supplementary provisions related to the effective date, etc. shall be established. It is considered that the future improvement of management transparency and soundness and the (2) further strengthening of corporate governance structure will be conducive to increasing the medium- to long-term corporate value of the Company. Accordingly, the Company proposes that the number of Directors who are Audit and Supervisory Committee Members set forth in Article 18 of the current Articles of Incorporation be amended from “not exceed four (4)” to “not exceed five (5).” – 4 – 2. Details of amendments The details of the amendments are as follows. Articles of Incorporation before amendments Articles of Incorporation after amendments (Internet Disclosure of Reference Documents, Etc.) (Deleted) (Underlined portions indicate proposed amendments) The Company may deem that it Article 16 has provided information to shareholders pertaining to matters to be described or indicated in the Reference Documents for the General Meeting of Shareholders, Non-consolidated Financial Statements, Consolidated Financial Statements, and Business Report by disclosing such information through the Internet in accordance with the provisions provided in the Ordinance of the Ministry of Justice. (Newly established) (Measures for Electronic Provision, Etc.) The Company shall, when Article 16 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. (Number of Directors) (Number of Directors) Article 18 The number of Directors (excluding Directors who are Audit and Supervisory Committee Members) of the Company shall not exceed ten (10). Article 18 The number of Directors (excluding Directors who are Audit and Supervisory Committee Members) of the Company shall not exceed ten (10). 2. The number of Directors who are Audit and Supervisory Committee Members of the Company shall not exceed four (4). 2. The number of Directors who are Audit and Supervisory Committee Members of the Company shall not exceed five (5). – 5 – Articles of Incorporation before amendments Articles of Incorporation after amendments (Newly established) (Supplementary provisions) The deletion of Article 16 Article 3 (Internet Disclosure of Reference Documents, Etc.) of the Articles of Incorporation before amendments and the new establishment of Article 16 (Measures for Electronic Provisions, Etc.) of the Articles of Incorporation after amendments shall come into effect on September 1, 2022. Article 4 Notwithstanding the provisions of the preceding paragraph, Article 16 (Internet Disclosure of Reference Documents, Etc.) of the Articles of Incorporation before amendments shall remain in force with respect to a General Meeting of Shareholders to be held on a date by the end of February 2023. Article 3 through 5 of these Article 5 supplementary provisions shall be deleted after March 1, 2023 or the lapse of three months from the date of the General Meeting of Shareholders set forth in the preceding paragraph, whichever is later. – 6 – 1 Proposal 3: Election of Five (5) Directors (Excluding Directors Who Are Audit and Supervisory Committee Members) The terms of office of all four (4) Directors (excluding Directors who are Audit and Supervisory Committee Members) will expire at the conclusion of this Annual General Meeting of Shareholders. Therefore, the Company hereby requests the increase of the number of Directors (excluding Directors who are Audit and Supervisory Committee Members) by one (1) to further improve and strengthen management structure and thus the election of five (5) Directors (excluding Directors who are Audit and Supervisory Committee Members) together. The candidates for Directors (excluding Directors who are Audit and Supervisory Committee Members) are as follows. No. Name (Date of birth) Career summary, positions, responsibilities, and significant concurrent positions Number of shares of the Company held Hiromi Hirata (May 12, 1955) Male [Reappointment] March 1978 June 2006 June 2009 June 2010 August 2011 June 2013 June 2013 June 2016 April 2019 Joined KYOSHIN KOGYO CO., LTD. (later renamed RHYTHM KYOSHIN CO., LTD.; current RHYTHM CO., LTD.) Managing Director, KYOSHIN KOGYO CO., LTD. Vice President and Representative Director, KYOSHIN KOGYO CO., LTD. President and Representative Director, KYOSHIN KOGYO CO., LTD. President, Representative Director, and Chief Executive Officer, KYOSHIN KOGYO CO., LTD. President and Representative Director, RHYTHM KYOSHIN CO., LTD. Director in charge of the Connected Terminal Division, the Company Director and Managing Executive Officer in charge of the Connected Terminal Division, the Company President and Representative Director, the Company (to the present) 59,007 [Reason for nomination as candidate for Director] Since joining the Group when the Company implemented the acquisition of shares of KYOSHIN KOGYO CO., LTD. in 2011, Mr. Hiromi Hirata has made the utmost efforts in the administration and integration of the Group. In addition, he possesses an abundance of experience and expertise in corporate management. Having served as Representative Director of the same Group company (RHYTHM KYOSHIN CO., LTD.) and as an Executive Officer in charge of the Connected Terminal Division of the Company, and even subsequent to his appointment as the Company’s Representative Director, he has continued to demonstrate his management abilities. The Company has judged that he is the appropriate person to further enhance its corporate value and hereby requests the reelection of him as a Director. [Attendance at the Board of Directors meetings] 16 out of 16 meetings (100.0%) – 7 – No. 2 Takeo Yumoto (February 6, 1955) Male [Reappointment] Name (Date of birth) Career summary, positions, responsibilities, and significant concurrent positions Number of shares of the Company held April 1973 June 2004 April 2009 January 2011 June 2012 June 2013 June 2017 June 2019 April 2020 October 2020 April 2022 Joined the Company Director, the Company President and Representative Director, RHYTHM INDUSTRIAL (H.K.) LTD. President and Representative Director, RHYTHM INDUSTRIAL (DONG GUAN) LTD. President and Representative Director, Tohoku Rhythm CO., LTD. (current RHYTHM CO., LTD.) Director in charge of the Precision Division, the Company Managing Executive Officer in charge of the Precision Division, the Company Director and Managing Executive Officer in charge of the Precision Division, the Company Concurrently served as General Manager of Clock Division, the Company Director and Senior Executive Officer, and General Manager of Production Headquarters, the Company Executive Vice President and Director, and General Manager of Production Headquarters, the Company (to the present) 12,800 [Reason for nomination as candidate for Director] Mr. Takeo Yumoto possesses an abundance of experience and expertise in corporate management. After having engaged in management as the Representative Director of a Group company (Tohoku Rhythm CO., LTD.) and served as an Executive Officer in charge of the Company’s Precision Division, he was responsible for the overall management of the Production Headquarters as a Director and Senior Managing Executive Officer. Currently, as an Executive Vice President and Director, he demonstrates his leadership in the overall management of the Company and the Group. The Company has judged that he is the appropriate person to further enhance its corporate value and hereby requests the reelection of him as a Director. [Attendance at the Board of Directors meetings] 15 out of 16 meetings (93.8%) – 8 – No. 3 Katsuhiko Yamazaki (November 6, 1966) Male [Reappointment] Name (Date of birth) Career summary, positions, responsibilities, and significant concurrent positions Number of shares of the Company held March 1987 June 2011 August 2011 June 2012 June 2013 May 2017 April 2019 May 2019 July 2020 October 2020 Joined KYOSHIN KOGYO CO., LTD. (later renamed RHYTHM KYOSHIN CO., LTD.; current RHYTHM CO., LTD.) Director, KYOSHIN KOGYO CO., LTD. Managing Executive Officer, KYOSHIN KOGYO CO., LTD. Director and Managing Executive Officer, KYOSHIN KOGYO CO., LTD. Managing Director, RHYTHM KYOSHIN CO., LTD. (current RHYTHM CO., LTD.) Senior Managing Director, RHYTHM KYOSHIN CO., LTD. Executive Officer in charge of the Connected Terminal Division, the Company President and Representative Director, RHYTHM KYOSHIN CO., LTD. Director and Executive Officer in charge of the Connected Terminal Division, the Company Director and Managing Executive Officer, and General Manager of Corporate Administration Headquarters, the Company (to the present) 12,092 [Reason for nomination as candidate for Director] Mr. Katsuhiko Yamazaki possesses an abundance of experience and expertise in corporate management. After having served as an Executive Officer in charge of the Connected Terminal Division and as the Representative Director of a Group company (RHYTHM KYOSHIN CO., LTD.), as a Director and Managing Executive Officer, he currently demonstrates his administrative capabilities in the overall management of the Corporate Administration Headquarters. The Company has judged that he is the appropriate person to further enhance its corporate value and hereby requests the reelection of him as a Director. [Attendance at the Board of Directors meetings] 16 out of 16 meetings (100.0%) – 9 – No. 4 Name (Date of birth) Career summary, positions, responsibilities, and significant concurrent positions Number of shares of the Company held Yuji Arai (February 28, 1968) Male [Reappointment] March 1990 July 2014 October 2014 April 2018 April 2019 June 2019 October 2020 Joined the Company General Manager of Clock Planning Department, Clock Planning Headquarters, Clock Division, the Company General Manager of Clock Planning Department, Clock Division, the Company General Manager of Corporate Planning Department, Corporate Administration Headquarters, the Company Executive Officer, General Manager of Corporate Administration Headquarters, and General Manager of Corporate Planning Department, the Company Director, Executive Officer, and General Manager of Corporate Administration Headquarters, the Company Director, Executive Officer, and General Manager of Sales Headquarters, the Company (to the present) 5,500 [Reason for nomination as candidate for Director] Mr. Yuji Arai possesses an abundance of experience and expertise in corporate management. Having taken charge of sales, production management, and planning at the Clock Division, he engaged in overall business management as General Manager of the Corporate Administration Headquarters. Currently, he is responsible for the overall management of the Sales Headquarters as a Director and Executive Officer. The Company has judged that he is the appropriate person to further enhance its corporate value and hereby requests the reelection of him as a Director. [Attendance at the Board of Directors meetings] 16 out of 16 meetings (100.0%) – 10 – No. 5 Name (Date of birth) Career summary, positions, responsibilities, and significant concurrent positions Yasunori Munakata (September 1, 1961) Male [New appointment] July 2007 April 2013 May 2013 May 2014 October 2020 Joined Tohoku Rhythm CO., LTD. (current RHYTHM CO., LTD.) General Manager of Plastic Processing Department, Tohoku Rhythm CO., LTD. Director, RHYTHM PRECISION VIETNAM CO., LTD. Managing Director, RHYTHM PRECISION VIETNAM CO., LTD. Executive Officer, the Company (to the present), and President and Representative Director, RHYTHM PRECISION VIETNAM CO., LTD. Number of shares of the Company held － [Reason for nomination as candidate for Director] Mr. Yasunori Munakata possesses an abundance of experience and knowledge in corporate management. After having served in the manufacturing business of a Group company (Tohoku Rhythm CO., LTD.), he engaged in the management of another Group company. In addition, he also engages in the management of the Company as an Executive Officer. The Company has judged that he is the appropriate person to further enhance its corporate value and hereby requests the new election of him as a Director. [Attendance at the Board of Directors meetings] － out of － meetings (－%) Notes: 1. There is no special interest between the candidates and the Company. 2. If the proposal for election of the candidates for Director is approved, the Company plans to conclude indemnity contracts with the candidates for Director. The content of this contract is provided in the Business Report section (page 34 of the Japanese original). 3. The Company has concluded a directors and officers liability insurance contract with an insurance company. If the candidates are appointed as Directors, they will be included in the insured persons of this insurance contract. The content of this insurance contract is provided in the Business Report section (page 34 of the Japanese original). – 11 – 1 Proposal 4: Election of Five (5) Directors Who Are Audit and Supervisory Committee Members The terms of office of all four (4) Directors who are Audit and Supervisory Committee Members will expire at the conclusion of this Annual General Meeting of Shareholders. Therefore, the Company hereby requests the increase of the number of Directors by one (1) to ensure management transparency and further strengthen corporate governance, and thus the election of five (5) Directors. The content of this proposal has the approval of the Audit and Supervisory Committee. This proposal is on the assumption that Proposal 2: Partial Amendments to the Articles of Incorporation is approved and passed. The candidates for Directors who are Audit and Supervisory Committee Members are as follows. No. Name (Date of birth) Career summary, positions, responsibilities, and significant concurrent positions Number of shares of the Company held Kiyotaka Sakai (April 16, 1956) Male [Reappointment] July 1983 April 2009 June 2012 June 2016 April 2018 April 2020 July 2020 Joined the Company General Manager of Clock Planning Department, Clock Planning Headquarters, Clock Division, the Company President and Representative Director, RHYTHM INDUSTRIAL (H.K.) LTD. President and Representative Director, RHYTHM INDUSTRIAL (DONG GUAN) LTD. Executive Officer and General Manager of Clock Division, the Company Executive Officer, Manager of Compliance Department, and General Manager of Internal Audit Department, the Company Executive Officer, the Company Director who is an Audit and Supervisory Committee Member, the Company (to the present) 5,900 [Reason for nomination as candidate for Director who is Audit and Supervisory Committee Member] Mr. Kiyotaka Sakai possesses high-level expertise and sufficient knowledge to ensure the soundness of management with regard to the Company and the other Group companies. In addition to an abundance of business execution experience obtained in Japan and internationally, until March 2020, he was in charge of the Internal Audit Department and the Compliance Department as an Executive Officer. It is expected that he will use this abundant and wide-ranging expertise and knowledge to be of assistance in improving the Company’s audit and supervisory functions as before, and that this expertise will also be utilized for the appropriate decision-making of the Board of Directors of the Company. The Company hereby requests the reelection of him as a Director who is an Audit and Supervisory Committee Member. [Attendance at the Board of Directors meetings] 16 out of 16 meetings (100.0%) – 12 – No. 2 3 Name (Date of birth) Career summary, positions, responsibilities, and significant concurrent positions Number of shares of the Company held Kazuhiko Yamashita (March 19, 1956) Male [Reappointment] [Outside] [Independent] April 1979 October 2005 July 2007 Joined Saitama Bank, Ltd. (through mergers, etc., this bank became The Asahi Bank, Ltd. in 1992 and then Saitama Resona Bank, Ltd. in 2003) Executive Officer in charge of the Tama and Musashino areas (concurrently), Resona Bank, Ltd. Senior Managing Director, Resona Kessai Service Co., Ltd. December 2007 Vice President and Representative Director, Resona June 2011 Card Co., Ltd. Vice President and Director, NTT DATA SOFIA Corp. Corporate Auditor, the Company Outside Auditor, CHINO Corp. (to the present) June 2016 June 2017 February 2018 Outside Director who is an Audit and Supervisory Committee Member, OPTOELECTRONICS CO., LTD. (to the present) Director who is an Audit and Supervisory Committee Member, the Company (to the present) June 2018 [Reason for nomination as candidate for Director who is Audit and Supervisory Committee Member] Mr. Kazuhiko Yamashita has high-level expertise rooted in corporate management experience, such as serving as Executive Vice President of NTT DATA SOFIA Corporation. Utilizing his ample knowledge to ensure the soundness of management, he has duly executed his duties as an Outside Audit and Supervisory Committee Member of the Company. It is expected that his expertise will continue to be utilized for advice on overall management, improving the Company’s audit and supervisory functions, and the appropriate decision-making of the Board of Directors of the Company. The Company hereby requests the reelection of him as an Outside Director who is an Audit and Supervisory Committee Member. [Attendance at the Board of Directors meetings as an Outside Audit and Supervisory Board Member] 16 out of 16 meetings (100.0%) October 1979 Kinya Suzuki (November 7, 1953) Male [Reappointment] [Outside] [Independent] May 2000 July 2014 August 2014 June 2015 June 2016 June 2018 June 2021 Joined Nishikata Audit Corp. (through mergers, etc., this corporation later became Tohmatsu & Co. in 1990 and then Deloitte Touche Tohmatsu LLC in 2009) Representative Partner, Tohmatsu & Co. Retired from Deloitte Touche Tohmatsu LLC Established Kinya Suzuki Accounting Office (to the present) Outside Auditor, Soshin Electric Co., Ltd. (to the present) Corporate Auditor, the Company Director who is an Audit and Supervisory Committee Member, the Company (to the present) Director Audit & Supervisory Committee Member, Soshin Electric Co., Ltd. (to the present) [Reason for nomination as candidate for Director who is Audit and Supervisory Committee Member] Having worked for a major auditing firm for many years, Mr. Kinya Suzuki possesses an abundance of knowledge and experience concerning financial affairs and accounting as a Certified Public Accountant, and he has duly executed his duties as an Outside Audit and Supervisory Member of the Company. It is expected that his expertise will continue to be utilized for improving the Company’s audit and supervisory functions and the appropriate decision-making of the Board of Directors of the Company. The Company hereby requests the reelection of him as an Outside Director who is an Audit and Supervisory Committee Member. [Attendance at the Board of Directors meetings as an Outside Audit and Supervisory Board Member] 16 out of 16 meetings (100.0%) 1,600 3,300 – 13 – No. 4 － — Name (Date of birth) Career summary, positions, responsibilities, and significant concurrent positions Number of shares of the Company held Yasuhisa Okuno (January 3, 1953) Male [Reappointment] [Outside] [Independent] April 1985 April 1988 July 1998 October 2000 Registered as an attorney, joined Matsuo & Kosugi Partner, Matsuo & Kosugi Visiting Professor, KU Leuven (Belgium) Visiting lawyer, De Bandt, van Hecke, Lagae & Loesch (Belgium) December 2003 SUZUYE & SUZUYE New Bridge Law Office April 2005 Junichi Yoshida Law Office May 2008 July 2014 HARUKAZE SOGO LAW OFFICE November 2018 Suzuki Sogo Law Office (to the present) Director who is an Audit and Supervisory July 2020 Committee Member, the Company (to the present) [Reason for nomination as candidate for Director who is Audit and Supervisory Committee Member] Having worked for law offices both in Japan and internationally for many years, Mr. Yasuhisa Okuno possesses an abundance of experience and legal knowledge as an attorney. Thus, he has duly executed his duties as an Outside Audit and Supervisory Member for of the Company. It is expected that he will continue to be of assistance in improving the Company’s audit and supervisory functions, and his expertise will be utilized for the appropriate decision-making of the Board of Directors of the Company. The Company hereby requests the reelection of him as an Outside Director who is an Audit and Supervisory Committee Member. [Attendance at the Board of Directors meetings as an Outside Audit and Supervisory Board Member] 15 out of 16 meetings (93.8%) April 1983 Hitomi Uchida (May 9, 1962) Female [New appointment] [Outside] [Independent] Joined Computer Services Corporation (current SCSK Corporation) Joined Recruit Co., Ltd. May 2003 September 2004 Joined Pasona career assets Inc. (current Pasona February 2015 August 2021 Inc.) Established HUGRES Inc.; Representative Director, HUGRES Co.,Ltd (to the present) Director, SAIKISS Inc. (to the present) 5 [Reason for nomination as candidate for Director who is Audit and Supervisory Committee Member] Ms. Hitomi Uchida possesses high-level expertise and sufficient knowledge to ensure the diversities of the corporate management of the Company and Group companies and the Group’s human resources. After having served in consulting for supporting second careers and changing careers, she started up a new business in 2015 so that female human resources could work lively. It is expected that her expertise will be utilized for the appropriate decision-making of the Board of Directors of the Company. The Company hereby requests the new election of her as an Outside Director who is an Audit and Supervisory Committee Member. [Attendance at the Board of Directors meetings as an Outside Audit and Supervisory Board Member] － out of － meetings (－%) Notes: 1. There is no special interest between the candidates and the Company. 2. Matters relating to the candidates for Outside Director are as follows. i. Of the candidates, Mr. Kazuhiko Yamashita, Mr. Kinya Suzuki, Mr. Yasuhisa Okuno and Ms. Hitomi Uchida are candidates for Outside Directors. ii. Terms in office The terms in office as Outside Directors for Mr. Kazuhiko Yamashita and Mr. Kinya Suzuki will be four years at the conclusion of this Annual General Meeting of Shareholders. With the resolution of the 92nd Annual General Meeting of Shareholders held on June 20, 2018, the Company transitioned to a company with an audit and supervisory committee. Prior to this transition when the Company was a company with a board of corporate auditors, the terms in office for both Mr. Kazuhiko Yamashita and Mr. Kinya Suzuki were two years. – 14 – The term in office as Outside Director for Mr. Yasuhisa Okuno will be two years at the conclusion of this Annual General Meeting of Shareholders. iii. Agreement limiting liability with Outside Directors In order for the Outside Directors to fulfill the role expected of them, the Articles of Incorporation specify that the Company may conclude an agreement limiting the liability of such Directors for damages as stipulated in Article 427, Paragraph 1 of the Companies Act. Based on this agreement, the limit for the amount of liability is the minimum amount stipulated by law. Currently, the Company has concluded such agreements with Mr. Kazuhiko Yamashita, Mr. Kinya Suzuki and Mr. Yasuhisa Okuno and, in the event their reelections are approved and passed in the resolutions of this Annual General Meeting of Shareholders, the Company plans to continue these agreements with them. In the event the election of Ms. Hitomi Uchida is approved, the Company plans to conclude an agreement limiting liability with her in the same manner. If the proposal for election of the candidates for Director is approved, the Company plans to conclude indemnity contracts with the candidates for Director. The content of this contract is provided in the Business Report section (page 34 of the Japanese original). v. The Company has concluded a directors and officers liability insurance contract with an insurance company. If the candidates are appointed as Directors, they will be included in the insured persons of this insurance contract. The content of this insurance contract is provided in the Business Report section (page 34 of the Japanese original). Independent Officers The Company has designated the candidates for Outside Directors as independent officers in accordance with the rules of the Tokyo Stock Exchange, and reported to the Exchange accordingly. iv. vi. – 15 – Composition of Directors After Proposals 3 and 4 Are Approved (Management Reference Structure on and after June 22, 2022) Directors’ Skill Matrix Experience Area Which the Company Expects from Directors Corporate Management Business Strategy / Marketing Manufacturing / Technology Finance / Administration Legal Affairs / Compliance Global Business IT / DX Intertype Experience Post in the Company Name (gender/age) President and Representative Director Hiromi Hirata (Male/67) Executive Vice President and Director Takeo Yumoto (Male/67) Director and Managing Executive Officer Katsuhiko Yamazaki (Male/55) Director, Executive Officer Yuji Arai (Male/54) Director, Executive Officer Yasunori Munakata (Male/60) Director (Audit and Supervisory Committee Member / Independent) Kazuhiko Yamashita (Male/66) Director (Audit and Supervisory Committee Member / Independent) Kinya Suzuki (Male/68) Director (Audit and Supervisory Committee Member / Independent) Yasuhisa Okuno (Male/69) Director (Audit and Supervisory Committee Member / Independent) Hitomi Uchida (Female/60) Director (Audit and Supervisory Committee Member / Full-time) ● Kiyotaka Sakai (Male/66) ● ● ● ● ● ● ● ● ● ● ● ● ● ● ● ● ● ● ● ● ● ● ● ● ● ● ● ● ● ● ● ● ● * The above age of Directors is current as of June 22, 2022. – 16 –