ジャムコ(7408) – NOTICE OF THE 82ND ANNUAL GENERAL MEETING OF SHAREHOLDERS

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開示日時:2022/06/10 08:00:00

損益

決算期 売上高 営業益 経常益 EPS
2018.03 7,779,184 446,616 415,365 62.69
2019.03 8,406,817 432,133 336,667 71.23
2020.03 9,153,536 180,757 161,856 22.58
2021.03 5,005,830 -1,090,238 -1,102,823 -506.46

※金額の単位は[万円]

株価

前日終値 50日平均 200日平均 実績PER 予想PER
936.0 935.4 994.385 5.58

※金額の単位は[円]

キャッシュフロー

決算期 フリーCF 営業CF
2018.03 268,823 397,137
2019.03 788,738 936,529
2020.03 -1,336,624 -1,128,554
2021.03 -1,265,392 -1,161,501

※金額の単位は[万円]

▼テキスト箇所の抽出

Note: This document has been translated from a part of the Japanese original for reference purposes only. In the event of any discrepancy between this translated document and the Japanese original, the original shall prevail. The Company assumes no responsibility for this translation or for direct, indirect or any other forms of damages arising from the translation. To Shareholders: (Security Code 7408) June 10, 2022 Harutoshi Okita Representative Director & Chairman JAMCO Corporation Registered Office: 6-11-25, Osawa, Mitaka-shi, Tokyo, Japan Head Office: 1-100, Takamatsu-cho, Tachikawa-shi, Tokyo, Japan NOTICE OF THE 82ND ANNUAL GENERAL MEETING OF SHAREHOLDERS Dear Shareholders: We would like to express our appreciation for your continued support and patronage. We are pleased to announce that the 82nd Annual General Meeting of Shareholders of JAMCO Corporation (the “Company”) will be held for the purposes as described below. To prevent the spread of the novel coronavirus (COVID-19) infections, you can exercise your voting rights either in writing or via the Internet in lieu of attending the meeting in person. Please review the attached Reference Documents for the General Meeting of Shareholders, refer to “Exercise of Voting Rights” on page 3, and exercise your voting rights by 5:30 p.m. on Monday, June 27, 2022, Japan time. In addition, this year’s Annual General Meeting of Shareholders will be streamed live online. Please see page 4 of this convocation notice for further details. 1. Date and Time: 2. Place: 3. Objectives of the Meeting: 4. Matters determined for the General Meeting of Shareholders: Tuesday, June 28, 2022 at 10:00 a.m. Japan time 3F “Hakuho,” Keio Plaza Hotel Tama located at 1-43, Ochiai, Tama-shi, Tokyo, Japan Matters to be reported: 1. The Business Report, Consolidated Financial Statements for the Company’s 82nd Fiscal Year (April 1, 2021 – March 31, 2022) and results of audits by the Accounting Auditor and the Audit & Supervisory Board of the Consolidated Financial Statements 2. Non-consolidated Financial Statements for the Company’s 82nd Fiscal Year (April 1, 2021 – March 31, 2022) Proposals to be resolved: Proposal 1: Partial amendments to the Articles of Incorporation Proposal 2: Election of eight (8) Directors Proposal 3: Election of one (1) Audit & Supervisory Board Member Proposal 4: Election of one (1) Substitute Audit & Supervisory Board Member Please refer to “Exercise of Voting Rights.” When attending the meeting, please submit the enclosed Voting Rights Exercise Form at the reception desk. The Notes to the Consolidated Financial Statements and the Notes to the Non-Consolidated Financial Statements, which are not stated pursuant to laws and regulations and Article 17 of the Company’s Articles of Incorporation, are posted on the Company’s corporate website on the Internet. ―1― The Consolidated Financial Statements and the Non-consolidated Financial Statements in the Attachment of this convocation notice are part of the Consolidated Financial Statements and Non-consolidated Financial Statements subject to audits when the Audit & Supervisory Board Members prepared its Audit Report and the Accounting Auditor prepared its Independent Auditor’s Report. Should the Reference Documents, Business Report, Consolidated and Non-consolidated Financial Statements for the General Meeting of Shareholders require revisions, the revised versions will be posted on the Company’s corporate website on the Internet. The Company’s corporate website: https://www.jamco.co.jp ―2― Exercise of Voting Rights If exercising your voting rights in writing or via the Internet Exercise of voting rights in writing Exercise of voting rights via the Internet Exercise of voting rights by attending the meeting If attending the General Meeting of Shareholders Please indicate your vote for or against the proposals on the enclosed Voting Rights Exercise Form and return it. Please return the form as soon as possible so that the results of the exercise of voting rights can be counted. If you are exercising your voting rights via the Internet, please read the following carefully before exercising your voting rights. If you are attending the meeting in person, please bring this convocation notice and submit the enclosed Voting Rights Exercise Form at the reception desk. * If you are attending the meeting in person, you are not required to exercise your voting rights by mail (Voting Rights Exercise Form) or via the Internet. Tuesday, June 28, 2022, at 10:00 a.m. Japan time (Reception starts at 9:00 a.m.) Voting deadline: Voting deadline: Date and time 5:30 p.m., Monday, June 27, 2022 Japan time 5:30 p.m., Monday, June 27, 2022 Japan time (1) Exercising your voting rights by appointing a proxy If you are unable to attend the General Meeting of Shareholders, you may appoint one shareholder with a voting right to attend the meeting as a proxy. In such case, your proxy will be requested to submit a document certifying his/her appointment as a proxy. (2) If there is no indication of your vote for or against a proposal on the voting form, it shall be deemed as an (3) If you exercise your voting rights both in writing and via the Internet, the exercise of your voting rights via indication of approval. the Internet shall be deemed valid. (4) If you have exercised your voting rights more than once via the Internet, only your final vote shall be deemed valid. In addition, if you exercise your voting rights more than once by using a computer, a smartphone or a mobile phone, only your final vote shall be deemed valid. ―3― Live Streaming of the General Meeting of Shareholders On the day of the meeting, proceedings of the General Meeting of Shareholders will be streamed live online. Date and time of the stream Tuesday, June 28, 2022 from 10:00 a.m. Japan time * You may access the streaming site starting around 9:30 a.m., or 30 minutes prior to the start of the General Meeting of Shareholders. When you are prompted to enter your Shareholder ID and password, please enter your Shareholder ID and Password in accordance with the following. If you are mailing in your Voting Rights Exercise Form, please make sure to take note of your Shareholder Number beforehand. Streaming URL Shareholder ID Password How to watch the stream https://v.srdb.jp/7408/2022soukai/ Shareholder Number (8 digits) indicated on your Voting Rights Exercise Form Postal code (7 digits obtained by removing hyphens) of your address * Your address as registered on the Shareholder Registry as of March 31, 2022. Of the 15-digit number indicated on your Voting Rights Exercise Form, the 8-digit number in the middle is your Shareholder Number. XXXX-XXXX-XXXX-XXX Shareholders watching the live stream may not participate in voting sessions on the day of the meeting, unlike those attending the meeting in person. Please exercise your voting rights in advance in writing or via the Internet (please refer to page 3). Please also note that, similarly, we will not be able to take your questions or comments during the deliberations on the day of the meeting. You may not be able to watch the live stream depending on the computer you use, your Internet connection environment, the connection status, etc. Shareholders are responsible for connection fees and other expenses for watching the stream. Please do not photograph, film, record, or save the stream. Providing Shareholder ID and Password to a third party is strictly prohibited. For shareholders attending the General Meeting of Shareholders in person Videos of the meeting venue for the live stream will be limited to areas near the Chairperson’s seat and officers’ seats, in consideration of privacy of shareholders in attendance. However, please note shareholders in attendance might be filmed inadvertently. Please also note that voices including questions from shareholders will be streamed as is. Please call the following number if you have any questions. Inquiries for live streaming Dedicated phone number +81-120-675-019 (the day of the General Meeting of Shareholders) Calls accepted from 9:00 a.m. to 12:00 noon on June 28 ―4― Reference Documents for the General Meeting of Shareholders Proposals and References Proposal 1 Partial amendments to the Articles of Incorporation 1. Reasons for the proposal (1) In order to allow for expansion and diversification of business domains, the Company proposes to make necessary changes and partial additions to Article 2 (Purpose) of the current Articles of Incorporation. (2) The amended provisions stipulated in the proviso to Article 1 of the supplementary provisions of the Act Partially Amending the Companies Act (Act No. 70 of 2019) will come into force on September 1, 2022. Accordingly, the Company proposes the following amendments to its Articles of Incorporation in preparation for the implementation of the system for electronic provision of materials for general meetings of shareholders. 1) Article 17, Paragraph 1 of the proposed amendments stipulates that information contained in reference documents for the shareholders meeting, etc., shall be provided electronically. 2) Article 17, Paragraph 2 of the proposed amendments establishes a provision to limit the scope of matters to be included in paper-based documents to be delivered to shareholders who have requested delivery of paper-based documents. 3) As the provision concerning disclosure via the Internet and deemed provision of reference documents for the shareholders meeting, etc. (Article 17 of the current Articles of Incorporation) will no longer be necessary, this provision shall be deleted. 4) In line with the new establishments and deletions above, supplementary provisions concerning the effective date, etc. shall be established. 2. Details of amendments The details of the amendments are as follows. Current Articles of Incorporation Proposed amendments (Underlined portions indicate amended sections.) (Purpose) (Purpose) Article 2. The purpose of the Company shall be to Article 2. engage in the following businesses: (1) – (12) (1) – (12) (13) Manufacture, repair and sales of (13) Manufacture, repair and sales of everyday sundries, electric appliances everyday sundries, electric appliances, and welfare devices to which aircraft welfare devices and other parts, supplies technology is applied. and components to which aircraft (14) – (17) (18) technology is applied. (14) – (17) Warehousing and transportation service (18) (19) ―5― Current Articles of Incorporation Proposed amendments (Disclosure via the Internet of the Reference Documents, etc.) Article 17. The Company may disclose necessary information with respect to the matters to be stated or indicated in the reference documents for the shareholders meeting, the financial statements, the consolidated financial statements and the business reports via the Internet in accordance with the Ordinance of the Ministry of Justice. Article 17. When convening a shareholders meeting, (Measures for Electronic Provision, etc.) the Company shall electronically provide information contained in reference documents for the shareholders meeting, etc. 2. Among the matters to be provided electronically, the Company may exclude all or part of matters stipulated in the Ordinance of the Ministry of Justice in paper-based documents to be delivered to shareholders who have requested delivery of paper-based documents by the record date for voting rights. ―6― Current Articles of Incorporation Proposed amendments (Supplementary Provisions) 1. The deletion of Article 17 (Disclosure via the Internet of the Reference Documents, etc.) of the current Articles of Incorporation and the establishment of Article 17 (Measures for Electronic Provision, etc.) of the proposed amendments shall take effect on September 1, 2022 (the “Enforcement Date”), which is the day on which the amended provisions stipulated in the proviso to Article 1 of the supplementary provisions of the Act Partially Amending the Companies Act (Act No. 70 of 2019) will come into force. preceding paragraph, Article 17 of the current Articles of Incorporation shall remain in effect for shareholders meetings held on a day that is within six (6) months of the Enforcement Date. deleted after the lapse of six (6) months from the Enforcement Date or the lapse of three (3) months from the date of the shareholders meeting in the preceding paragraph, whichever is later. 3. These supplementary provisions shall be 2. Notwithstanding the provision of the ―7― Proposal 2 Election of eight (8) Directors The terms of office of all eight (8) current Directors will expire at the conclusion of this year’s Annual General Meeting of Shareholders. Accordingly, the election of eight (8) Directors is proposed. The candidates for Directors are as follows: No. Name 1 New election Toshiyuki Abe 2 Reelection Takashi Yonekura 3 Reelection Toshikazu Kimura Current position at the Company President & CEO Attendance at meetings of the Board of Directors for the current fiscal term Representative Director, Executive Vice President 13 out of 13 meetings (100%) Director & Senior Managing Executive Officer 13 out of 13 meetings (100%) 4 Reelection Natsuki Segawa Outside Director 5 New election Shigeru Harada Outside Outside Independent Outside Independent Outside Independent Director Director 6 Reelection Shinichi Suzuki 7 Reelection Juichi Watanabe 8 New election Yuki Tsuru – – – 10 out of 10 meetings (100%) 13 out of 13 meetings (100%) 13 out of 13 meetings (100%) ―8― No. 1 Toshiyuki Abe Date of birth New election August 7, 1960 Attendance at meetings of the Board of Directors for the current fiscal term – Number of shares of the Company held 2,662 shares Brief past experience, positions and responsibilities Apr. 1983 Oct. 2016 Apr. 2017 Apr. 2018 Apr. 2020 Mar. 2021 Apr. 2021 Apr. 2022 Joined ITOCHU Corporation Senior Officer, Plant Project, Marine & Aerospace Division of ITOCHU Corporation Deputy Chief Operating Officer, Plant Project, Marine & Aerospace Division and Executive Councilor of ITOCHU Corporation General Manager for Turkey Area and General Manager, ITOCHU Corporation, Istanbul Branch of ITOCHU Corporation Junior Executive Officer, General Manager for Turkey Area, and General Manager, ITOCHU Corporation, Istanbul Branch of ITOCHU Corporation Adviser of the Company Executive Vice President (Assistant to President) President & CEO (to present) Reasons for proposing as a candidate for Director Mr. Toshiyuki Abe served as Junior Executive Officer and General Manager for Turkey Area of ITOCHU Corporation, our major shareholder. He has abundant experience overseas and deep insight concerning management in general. After his assumption of office as Executive Vice President of the Company in April 2021, he has demonstrated strong leadership and made significant contributions to the Group’s management reform. Having judged that he will be able to realize the management philosophy of the Company and carry out business strategies properly, we propose him as a candidate for Director. ―9― No. 2 Takashi Yonekura Date of birth Reelection March 31, 1960 Attendance at meetings of the Board of Directors for the current fiscal term 13 out of 13 (100%) Number of shares of the Company held 5,975 shares Brief past experience, positions and responsibilities Apr. 1983 Jul. 2006 Apr. 2008 Apr. 2010 Apr. 2011 Apr. 2012 Apr. 2014 Dec. 2014 Apr. 2015 Sep. 2015 Mar. 2016 Apr. 2016 Apr. 2017 Apr. 2019 Apr. 2020 Jun. 2020 Jan. 2021 Apr. 2022 Joined ALL NIPPON AIRWAYS CO., LTD. Vice President, Administration & Development Promotion, Airframe Maintenance Center, Engineering & Maintenance of ALL NIPPON AIRWAYS CO., LTD. Vice President, Avionic Maintenance, Component Maintenance Center, Engineering & Maintenance of ALL NIPPON AIRWAYS CO., LTD. Manager, Employee Relations of ALL NIPPON AIRWAYS CO., LTD. Senior Director, Employee Relations of ALL NIPPON AIRWAYS CO., LTD. Seconded to ANA SKY BUILDING SERVICE CO., LTD. Vice President, Material Management, Engineering & Maintenance Center and Vice President, Materials Management & Spares, Engineering & Maintenance Center of ALL NIPPON AIRWAYS CO., LTD. Vice President, Material Management, Engineering & Maintenance Center, Vice President, Materials Management & Spares, Engineering & Maintenance Center and Director, Component, Materials Management & Spares, Engineering & Maintenance Center of ALL NIPPON AIRWAYS CO., LTD. Vice President, Aircraft Operations, Engineering & Maintenance Center of ALL NIPPON AIRWAYS CO., LTD. Vice President, Aircraft Operations, Engineering & Maintenance Center of ALL NIPPON AIRWAYS CO., LTD. and Representative Director, President of MRO Japan Co., Ltd. Resigned from Representative Director, President of MRO Japan Co., Ltd. Vice President, Engineering & Maintenance Center and General Manager, Aircraft Operations, Engineering & Maintenance Center of ALL NIPPON AIRWAYS CO., LTD. Executive Officer, Senior Vice President, Engineering & Maintenance Center and General Manager, Aircraft Operations, Engineering & Maintenance Center of ALL NIPPON AIRWAYS CO., LTD. Senior Executive Officer and Senior Vice President, Engineering & Maintenance Center of ALL NIPPON AIRWAYS CO., LTD. Councilor of ANA HOLDINGS INC. Representative Director, Executive Vice President of the Company (Assistant to President, Information Systems, Quality Assurance, Aircraft Maintenance Group, CIO) Representative Director, Executive Vice President (Assistant to President, Information Systems, Safety Promotion, Quality Assurance, Aircraft Maintenance Group, CIO) Representative Director, Executive Vice President (Assistant to President, Aircraft Components Manufacturing Group, Safety & Quality, Aircraft Maintenance Group) (to present) Reasons for proposing as a candidate for Director Mr. Takashi Yonekura served as Senior Executive Officer and Senior Vice President, Engineering & Maintenance Center of ALL NIPPON AIRWAYS CO., LTD., a subsidiary of our major shareholder, ANA HOLDINGS INC. He has abundant experience and deep insight concerning air transportation industry. Moreover, after his assumption of office as Director of the Company, he has taken charge of the Safety Promotion, Quality Assurance, Information Systems and Aircraft Maintenance Group, has engaged in important business execution, and has been involved in the Board of Directors’ decision-making and checking process concerning the execution. Having judged that he will be able to realize the management philosophy of the Company and carry out business strategies properly, we propose him as a candidate for Director. ―10― No. 3 Toshikazu Kimura Date of birth Reelection October 14, 1959 Attendance at meetings of the Board of Directors for the current fiscal term 13 out of 13 (100%) Number of shares of the Company held 13,263 shares Brief past experience, positions and responsibilities Apr. 1980 Apr. 2009 Jun. 2012 Jun. 2013 Apr. 2014 Jun. 2014 Apr. 2015 Jun. 2015 Apr. 2016 Nov. 2016 Apr. 2017 Dec. 2017 Apr. 2018 Jan. 2019 Apr. 2019 Sep. 2020 Apr. 2022 Joined the Company General Manager of Corporate Planning Department Director, General Manager of Corporate Planning Department Executive Officer (Corporate Planning, IR & PR and Corporate Administration) Executive Officer (Strategies and Corporate Administration) Executive Officer (Strategies, General Manager of Corporate Administration Department) Managing Executive Officer (Corporate Administration & Human Resource, CRO, General Manager of Corporate Planning Department) Director & Managing Executive Officer (Corporate Administration & Human Resource, CRO, General Manager of Corporate Planning Department) Director & Senior Managing Executive Officer (Corporate Planning, Public Relations & Investor Relations, CRO, General Manager of Corporate Planning Department) Director & Senior Managing Executive Officer (Corporate Administration & Human Resource, CFO, CCO) Director & Senior Managing Executive Officer (Corporate Administration & Human Resource, CFO) Director & Senior Managing Executive Officer (Corporate Administration & Human Resource, CCO) Director & Senior Managing Executive Officer (Corporate Administration & Human Resource, CCO) Director & Senior Managing Executive Officer (General Manager of Corporate Administration & Human Resource, CCO) Director & Senior Managing Executive Officer (Corporate Administration & Human Resource, CCO) Director & Senior Managing Executive Officer (Corporate Administration & Human Resource, PR, CCO) Director & Senior Managing Executive Officer (Corporate Administration & Human Resource, PR, Sustainability Promotion, CCO) (to present) Reasons for proposing as a candidate for Director Mr. Toshikazu Kimura has abundant experience in and a wealth of knowledge of Corporate Planning and Corporate Administration & Human Resource. He has a good track record as CRO, CFO and CCO. He has engaged in important business execution, and has been involved in the Board of Directors’ decision-making and checking process concerning the execution. Having judged that he will be able to realize the management philosophy of the Company and carry out business strategies, we propose him as a candidate for Director. ―11― No. 4 Natsuki Segawa Reelection Outside Date of birth May 14, 1969 Attendance at meetings of the Board of Directors for the current fiscal term 10 out of 10 (100%) Number of shares of the Company held 0 shares Brief past experience, positions and responsibilities Jul. 1993 Apr. 2018 Jul. 2018 Apr. 2021 Jun. 2021 Joined ITOCHU Corporation Executive Vice President & General Manager of ITOCHU Aviation, Inc. (Head office in Los Angeles, U.S.) Chairman, President & CEO of ITOCHU Aviation, Inc. General Manager of Aerospace Department, Plant Project, Marine & Aerospace Division, Machinery Company of ITOCHU Corporation Director of JAPAN AEROSPACE CORPORATION Director of ITOCHU AVIATION CO., LTD. Director of ITOCHU AVIATION, INC. Director of IC AirLease One Limited Director of LILAC Corporation Director of the Company (to present) (Significant concurrent positions) General Manager of Aerospace Department, Plant Project, Marine & Aerospace Division, Machinery Company of ITOCHU Corporation Director of JAPAN AEROSPACE CORPORATION Director of ITOCHU AVIATION CO., LTD. Director of ITOCHU AVIATION, INC. Director of LILAC Corporation Reasons for proposing as a candidate for Outside Director and overview of expected roles Mr. Natsuki Segawa is currently General Manager of Aerospace Department of Plant Project, Marine & Aerospace Division, Machinery Company of ITOCHU Corporation, our major shareholder. He has abundant experience in the aviation industry. We expect him to supervise business execution based on his experience and provide advice from a management perspective, and therefore we propose him as a candidate for Outside Director. ―12― No. 5 Shigeru Harada Date of birth New election Outside November 9, 1965 Attendance at meetings of the Board of Directors for the current fiscal term Number of shares of the Company held – 0 shares Brief past experience, positions and responsibilities Apr. 1988 Apr. 2001 Jul. 2002 Joined ALL NIPPON AIRWAYS CO., LTD. Manager, Aircraft Systems, Engineering, Engineering & Maintenance of ALL NIPPON AIRWAYS CO., LTD. Manager, Component Spares Procurement, Logistics & Shop Planning, Engineering & Maintenance of ALL NIPPON AIRWAYS CO., LTD. Aug. 2004 Manager, Seattle 787 Development Office, Engineering, Engineering & Maintenance of ALL NIPPON Apr. 2009 Apr. 2013 Apr. 2016 Apr. 2018 Apr. 2022 AIRWAYS CO., LTD. Manager, Aircraft Systems, Engineering, Engineering & Maintenance of ALL NIPPON AIRWAYS CO., LTD. Director, System Operation Engineering, Aircraft Operation Engineering, Aircraft Operations, Engineering & Maintenance Center of ALL NIPPON AIRWAYS CO., LTD. Vice President, Aircraft Operation Engineering, Aircraft Operations, Engineering & Maintenance Center of ALL NIPPON AIRWAYS CO., LTD. Vice President, Engineering, Engineering & Maintenance Center of ALL NIPPON AIRWAYS CO., LTD Senior Vice President, Engineering & Maintenance Center of ALL NIPPON AIRWAYS CO., LTD. (to present) (Significant concurrent positions) Senior Vice President, Engineering & Maintenance Center of ALL NIPPON AIRWAYS CO., LTD. Reasons for proposing as a candidate for Outside Director and overview of expected roles Mr. Shigeru Harada is currently Senior Vice President, Engineering & Maintenance Center of ALL NIPPON AIRWAYS CO., LTD., a subsidiary of our major shareholder, ANA HOLDINGS INC. He has abundant experience in the airline industry. We expect him to supervise business execution based on his experience and provide advice from a management perspective, and therefore we propose him as a candidate for Outside Director. ―13― No. 6 Shinichi Suzuki Reelection Outside Independent Date of birth Attendance at meetings of the Board of Directors for the current fiscal term November 12, 1948 13 out of 13 (100%) Number of shares of the Company held 0 shares Brief past experience, positions and responsibilities Jul. 1971 Jul. 2000 Apr. 2003 Apr. 2005 Jun. 2008 Jun. 2012 Jun. 2014 Joined Kawasaki Heavy Industries, Ltd. General Manager of Defense Systems Department, Marketing & Sales Division, Aerospace Business Division of Kawasaki Heavy Industries, Ltd. Assistant Director, Deputy General Manager of Marketing & Sales Division, Aerospace Company and General Manager of Defense Aircraft Department of Kawasaki Heavy Industries, Ltd. Executive Officer, Vice President of Aerospace Company and General Manager of Marketing & Sales Division of Kawasaki Heavy Industries, Ltd. President of NIPPI Corporation Adviser of NIPPI Corporation Director of the Company (to present) Reasons for proposing as a candidate for Outside Director and overview of expected roles Mr. Shinichi Suzuki has abundant experience and broad knowledge as a Corporate Management. As an Outside Director, he has offered his opinions proactively and supervised the Board of Directors from perspective of Independent Director. We expect him to supervise business execution based on his experience and provide advice from a management perspective, and therefore we propose him as a candidate for Outside Director. ―14― No. 7 Juichi Watanabe Reelection Outside Independent Date of birth Attendance at meetings of the Board of Directors for the current fiscal term June 7, 1955 13 out of 13 (100%) Number of shares of the Company held 0 shares Brief past experience, positions and responsibilities Apr. 1979 Dec. 1986 Apr. 1991 Dec. 1996 Jan. 1998 Mar. 1999 Oct. 2003 Nov. 2004 Jan. 2007 Apr. 2010 Apr. 2011 Apr. 2015 Jun. 2016 Sep. 2018 Jun. 2020 Jan. 2021 Jun. 2021 Joined ITOCHU Corporation Director in charge of Energy & Chemicals, Bureau de Liaison Office a Alger of ITOCHU Corporation Deputy Director of ITOCHU Oil Exploration Co., Ltd. Joined Sony Life Insurance Co., Ltd. Joined AIDA ENGINEERING, LTD. Manager, International Business Department General Secretary, International Business Promotion Office and General Manager, Sales Planning & Administration Department Group Manager, Administration Group, Administration Headquarters Vice President in charge of European Operation and CFO, AIDA S.r.l. (Italian subsidiary) and Director, German subsidiary General Manager, Group Company Audit Office, General Manager, Internal Control Audit Office and General Manager, Group Company Business Office Joined Teikoku Printing Inks Mfg. Co., Ltd. Manager, Overseas Operations Department Joined Japan Business Assurance Co., Ltd. Manager, Management and Planning HQ Senior Manager, Second CS Department, Japan Business Assurance Co., Ltd. Director, Global Business Law Institute Contract Teacher, Waseda University Director of the Company Senior Advisor of Japan Business Assurance Co., Ltd. Outside Director of LAC Co., Ltd. Advisor of Misono Sogo Advisory LLC Advisor of Misono Sogo Law Offices (to present) (Significant concurrent positions) Director, Global Business Law Institute Advisor of Misono Sogo Advisory LLC Advisor of Misono Sogo Law Offices Reasons for proposing as a candidate for Outside Director and overview of expected roles Mr. Juichi Watanabe has abundant experience in international corporate activities and broad knowledge of Accounting and Internal Control as a U.S. Certified Public Accountant, Certified Internal Auditor and Certified Fraud Examiner. As an Outside Director, he has proactively offered his opinions and supervised the Board of Directors from perspective of Independent Director. We expect him to supervise business execution based on his experience and provide advice from a management perspective, and therefore we propose him as a candidate for Outside Director. ―15― No. 8 Yuki Tsuru New election Outside Independent Date of birth Attendance at meetings of the Board of Directors for the current fiscal term Number of shares of the Company held May 16, 1969 – 0 shares Brief past experience, positions and responsibilities Apr. 2000 Apr. 2000 Apr. 2007 Oct. 2007 Jun. 2008 Jun. 2009 Apr. 2011 Feb. 2012 Mar. 2012 Apr. 2012 Jun. 2014 Jun. 2014 Apr. 2015 Apr. 2016 Feb. 2019 Jun. 2020 Jun. 2021 Registered as attorney-at-law (Joined Tokyo Bar Association) Joined Tokyo City Law & Tax Partners (currently, City-Yuwa Partners) Member, Special Committee on Legal Ethics of Tokyo Bar Association Deputy Chairperson, Special Committee on Legal Ethics of Tokyo Bar Association Joined Kyowa-Sogo Partners Law Office Member, Center for Gender Equality Promotion of Tokyo Bar Association Member of JFBA Committee on Intellectual Property Rights Partner of Kyowa-Sogo Partners Law Office Unfair Competition Prevention Act Research Officer Delegate of Japan Federation of Bar Associations Delegate of Tokyo Bar Association Member of JFBA Committee on Equality of Men and Women Director of Josuikai Member of Infringement Judgement Advisory Committee Auditor of Hitotsubashi University Specialist of Japan Customs External Director of Hankyu Hanshin Holdings, Inc. Part-time Auditor of National Institute of Technology and Evaluation (to present) (Significant concurrent positions) Partner of Kyowa-Sogo Partners Law Office Member, Special Committee on Legal Ethics of Tokyo Bar Association Member of JFBA Committee on Intellectual Property Rights Member of Infringement Judgement Advisory Committee Specialist of Japan Customs External Director of Hankyu Hanshin Holdings, Inc. Part-time Auditor of National Institute of Technology and Evaluation Reasons for proposing as a candidate for Outside Director and overview of expected roles Ms. Yuri Tsuru has broad knowledge and experience in matters including corporate legal affairs as an attorney-at-law. Moreover, she has deep insight into promotion of active participation by women, such as equality of men and women. We expect her to actively offer beneficial suggestions and advice from the perspective of a female Independent Director in addition to advice on corporate governance, compliance, and risk management from a professional perspective based on her knowledge and experience. We therefore propose her as a candidate for Outside Director. ―16― (Notes) 1. There are no special interests between the candidates and the Company. 2. Matters relating to candidates for Outside Directors are as follows: (1) Messrs. Natsuki Segawa, Shigeru Harada, Shinichi Suzuki and Juichi Watanabe and Ms. Yuki Tsuru are candidates for Outside Directors. The Company has appointed Messrs. Shinichi Suzuki and Juichi Watanabe and Ms. Yuki Tsuru as independent officers prescribed by Tokyo Stock Exchange, Inc. and submitted a notification of the appointment to Tokyo Stock Exchange, Inc. (2) Mr. Natsuki Segawa currently serves as the Outside Director of the Company, and his term of office will be one (1) year at the conclusion of the 82nd Annual General Meeting of Shareholders. Mr. Shinichi Suzuki currently serves as the Outside Director of the Company, and his term of office will be eight (8) years at the conclusion of the 82nd Annual General Meeting of Shareholders. Mr. Juichi Watanabe currently serves as the Outside Director of the Company, and his term of office will be six (6) years at the conclusion of the 82nd Annual General Meeting of Shareholders. (3) The Company has entered into an agreement with Messrs. Natsuki Segawa, Shinichi Suzuki and Juichi Watanabe, pursuant to the Articles of Incorporation of the Company to limit their liability in order for them to fully play their expected roles. If the reappointment of Messrs. Natsuki Segawa, Shinichi Suzuki and Juichi Watanabe is approved, the Company will continue the agreement with each of them. Furthermore, if the appointment of Mr. Shigeru Harada and Ms. Yuki Tsuru is approved, the Company will enter into the same agreement with each of them. The maximum amount of liability pursuant to the agreement is the minimum amount of liability stipulated by laws and regulations. (4) Although Mr. Shigeru Harada and Ms. Yuki Tsuru have never been directly involved in corporate management, they have been judged to be able to appropriately perform the duties of Outside Director based on their experience mentioned above. 3. The Company has entered into a directors and officers liability insurance contract with an insurance company, and bears the entire premium. The insurance policy will compensate the insured for claims for damages and legal costs to be borne by the insured in the event of claims for damages arising from the act (including omission) of the insured performed based on his/her position as a director, officer, etc. of the Company. However, there are certain exemptions to ensure the properness of execution of duties by the insured is not hindered, such as no compensation provided in case of damages arising from acts performed by the insured with an awareness that such acts are in violation of laws and regulations. Furthermore, the candidates planned to be reappointed have already been insured under the contract and will continue to be insured after their election. Regarding newly elected candidates, they will be insured after their election. At the time of the next renewal, the Company plans to renew the insurance contract with the same contents. 4. The number of shares of the Company held by each officer includes that of shares held through the JAMCO Officer Share Ownership Plan. 5. Ms. Yuki Tsuru is scheduled to become an Outside Director of SUGIMOTO & CO., LTD at its 97th Annual General Meeting of Shareholders to be held on June 17, 2022. 6. Ms. Yuki Tsuru’s name on her family register is Yuki Itami. ―17― Proposal 3 Election of one (1) Audit & Supervisory Board Member An Audit & Supervisory Board Member, Mr. Noriyoshi Isogami, will retire by resignation at the conclusion of this year’s Annual General Meeting of Shareholders. Accordingly, the election of one (1) Audit & Supervisory Board Member is proposed. The Audit & Supervisory Board has given its approval to this proposal. The candidate for Audit & Supervisory Board Member is as follows: Toshihisa Kasuya New election Date of birth Attendance at meetings of the Board of Directors for the current fiscal term 13 out of 13 (100%) Attendance at meetings of the Audit & Supervisory Board for the current fiscal term – Number of shares of the Company held 11,432 shares March 1, 1960 Brief past experience and positions Apr. 1982 Apr. 2010 Apr. 2012 Apr. 2013 Jun. 2013 May 2014 Jun. 2015 Apr. 2016 Jun. 2016 Apr. 2017 Apr. 2018 Feb. 2019 Apr. 2019 Jan. 2020 Apr. 2020 Jun. 2020 Sep. 2020 Apr. 2022 Joined the Company General Manager (Assistant to Officer) of Aircraft Interiors Company, General Manager of Planning Development Office, Aircraft Interiors Company General Manager of Engineering Department, Aircraft Interiors Company Vice President, Aircraft Interiors Company Executive Officer (Vice President, Aircraft Interiors Company (CTO)) Executive Officer (Vice President, Aircraft Interiors Company (CTO), President of JAMCO SINGAPORE PTE LTD.) Director & Executive Officer (CTO, General Manager of Product Innovation Office, Aircraft Interiors Company) Director & Managing Executive Officer (CTO, General Manager of Product Innovation Office, Aircraft Interiors Company) Director & Managing Executive Officer (Chief Technology Officer of Engineering and Technology Division, General Manager of Product Innovation Office, Aircraft Interiors and Components Group) Director & Managing Executive Officer (Chief Technology Officer of Aircraft Interiors and Components Group) Managing Executive Officer (Assistant to Aircraft Interiors and Components Group, General Manager of Product Innovation Office) Managing Executive Officer (Assistant to Aircraft Interiors and Components Group, Division General Manager of Aircraft Seat Manufacturing Division, General Manager of Supply Chain Management Office) Managing Executive Officer (Deputy Chief Operating Officer of Aircraft Interiors and Components Group, Division General Manager of Aircraft Seat Manufacturing Division, General Manager of Supply Chain Management Office) Managing Executive Officer (Deputy Chief Operating Officer of Aircraft Interiors and Components Group, Division General Manager of Aircraft Interiors and Seat Manufacturing Division) Managing Executive Officer (PR, General Manager of Corporate Planning Department, CRO) Director & Managing Executive Officer (PR, General Manager of Corporate Planning Department, CRO) Director & Managing Executive Officer (General Manager of Corporate Planning Department, CRO) Adviser (to present) Reasons for proposing as a candidate for Audit & Supervisory Board Member Mr. Toshihisa Kasuya has abundant experience and advanced expertise in Aircraft Interiors- and Aircraft Seat-related technologies and manufacturing, as well as a good track record as a person responsible for corporate planning and public relations, and CRO. Since 2020, he has engaged in important business execution, and has been involved in the Board of Directors’ decision-making and checking process concerning the execution as Director. Having judged that he will be able to perform highly effective audits based on these insights and experience, we propose him as a candidate for Audit & Supervisory Board Member. ―18― (Notes) 1. There are no special interests between the candidate and the Company. 2. The Company has entered into a directors and officers liability insurance contract with an insurance company, and bears the entire premium. The insurance policy will compensate the insured for claims for damages and legal costs to be borne by the insured in the event of claims for damages arising from the act (including omission) of the insured performed based on his/her position as a director, officer, etc. of the Company. In the event of the candidate assuming the office of Audit & Supervisory Board Member of the Company, the candidate will be insured under the contract. At the time of the next renewal, the Company plans to renew the insurance contract with the same contents. 3. The number of shares of the Company held by the candidate includes that of shares held through the JAMCO Officer Share Ownership Plan. ―19― Proposal 4 Election of one (1) Substitute Audit & Supervisory Board Member In preparation of the case that the number of Audit & Supervisory Board Member would be less than the number stipulated in laws and regulations, the appointment of one (1) Substitute Audit & Supervisory Board Member is proposed. The effect of the election in this Proposal can be invalidated by resolution of the Board of Directors with the approval of the Audit & Supervisory Board before the elected Substitute Audit & Supervisory Board Member has assumed the office of Audit & Supervisory Board Member. The Audit & Supervisory Board has given its approval to this proposal. The candidate for Substitute Audit & Supervisory Board Member is as follows: Makoto Ariyoshi Outside Number of shares of the Company held 0 shares May 17, 1956 Date of birth Brief past experience and positions Apr. 1983 Apr. 1989 Jun. 1998 Apr. 1999 Jun. 1999 Jan. 2001 Jan. 2003 Jun. 2006 Nov. 2006 Jan. 2009 Apr. 2013 Registered as attorney-at-law (Dai-Ichi Tokyo Bar Association), Joined Sakaki Tadatsune Law Office Established Shin-Nippon Law Office (currently, ARIYOSHI Law Office) Part-time Audit & Supervisory Board Member of the Company Vice President of Dai-Ichi Tokyo Bar Association Part-time Audit & Supervisory Board Member of ZENRIN CO., LTD. Deputy General Secretary of Japan Federation of Bar Associations Criminal Defense Instructor of Legal Training and Research Institute for Court Officials, Supreme Court Audit & Supervisory Board Member of ZENRIN PRINTEX CO., LTD. Bar Examiner of The New Bar Examination Representative Director of Nikko Shoji Co., Ltd. (currently, NIKKO Holdings Co., Ltd.) Professor of Nihon University Law School (to present) (Significant concurrent positions) Attorney-at-law of ARIYOSHI Law Office Audit & Supervisory Board Member of ZENRIN PRINTEX CO., LTD. Representative Director of NIKKO Holdings Co., Ltd. Reasons for proposing as a candidate for Substitute Audit & Supervisory Board Member Mr. Makoto Ariyoshi has abundant experience in corporate legal affairs as an attorney-at-law. He also has broad knowledge of corporate management. We expect him to appropriately perform duties of Outside Audit & Supervisory Board Member from his experience, and therefore we propose him as a candidate for Substitute Audit & Supervisory Board Member. (Notes) 1. There are no special interests between the candidate for Substitute Audit & Supervisory Board Member and the Company. 2. Matters relating to the candidate for Substitute Audit & Supervisory Board Member are as follows: (1) Mr. Makoto Ariyoshi is a candidate for Outside Audit & Supervisory Board Member. In the event of the candidate assuming office, the Company plans to appoint him as an independent officer prescribed by Tokyo Stock Exchange, Inc. and submit a notification of the appointment to Tokyo Stock Exchange, Inc. If Mr. Makoto Ariyoshi, the candidate for Substitute Audit & Supervisory Board Member, takes office as an Outside Audit & Supervisory Board Member, the Company will enter into an agreement with him pursuant to the Articles of Incorporation of the Company to limit his liability in order for him to fully play his expected role. The maximum amount of liability pursuant to the agreement is the minimum amount of liability stipulated by laws and regulations. (2) (3) The Company has entered into a directors and officers liability insurance contract with an insurance company, and bears the entire premium. The insurance policy will compensate the insured for claims for damages and legal costs to be borne by the insured in the event of claims for damages arising from the act (including omission) of the insured performed based on his/her position as a director, officer, etc. of the Company. In the event of the candidate assuming ―20― the office of Audit & Supervisory Board Member of the Company, the candidate shall be insured under the contract. Furthermore, at the time of the next renewal, the Company plans to renew the insurance contract with the same contents. ―21― Position Name Corporate management Industry knowledge Overseas experience (Reference) Skill Matrix 1 Director 2 Director 3 Director 4 Outside Director 5 Outside Director 6 Outside Director (independent) 7 Outside Director (independent) 8 Outside Director (independent) 9 Audit & Supervisory Board Member 10 Audit & Supervisory Board Member 11 12 Outside Audit & Supervisory Board Member (independent) Outside Audit & Supervisory Board Member (independent) (Notes) Natsuki Segawa Shigeru Harada Toshiyuki Abe ● Takashi Yonekura ● Toshikazu Kimura ● ● ● Juichi Watanabe Shinichi Suzuki Noboru Kaburaki Toshihisa Kasuya Yuki Tsuru Hitoshi Takahashi Kouichiro Watanabe General Meeting of Shareholders. Manufacturing, maintenance, technology, and quality Finance and accounting Human resources, labor relations, and human resource development Legal affairs and compliance Risk management ● ● ● ● ● ● ● ● ● ● ● ● ● ● ● ● ● ● ● ● ● ● ● ● ● ● ● ● 1. For each officer, up to three items in which the Company has particularly high expectations are indicated. The above table does not represent the full range of knowledge and experience each officer has. 2. The composition of officers above is subject to approval of Proposals 2 and 3 as originally proposed at this year’s Annual ―22―

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