Itoki : Notice of the 74th ordinary general meeting of shareholders

Note: This document has been translated from a part of the Japanese original for reference purposes only. In the event of any discrepancy between this translated document and the Japanese original, the original shall prevail. The Company assumes no responsibility for this translation or for direct, indirect or any other forms of damages arising from the translation.

(Stock Exchange Code 7972)

March 5, 2024

(Starting Date of Electronic Provision Measures: March 5, 2024)

To Shareholders with Voting Rights:

Koji Minato, President

ITOKI CORPORATION

Head Office: 1-6-11 Awajimachi,

Chuo-ku, Osaka

NOTICE OF

THE 74TH ORDINARY GENERAL MEETING OF SHAREHOLDERS

Dear Shareholders:

We would like to express our appreciation for your continued support and patronage.

The 74th Ordinary General Meeting of Shareholders of ITOKI CORPORATION (the "Company," together with its subsidiaries, the "Group") will be held for the purposes stated below.

In convening this Shareholders Meeting, the Company takes electronic provision measures and has posted the matters to be provided electronically on the following websites on the Internet.

The Company's website: https://www.itoki-global.com/investors/convocation_notices.html

In addition to the above website, these matters are also posted on the Tokyo Stock Exchange (TSE) website. Please access the TSE website below (Listed Company Search) to confirm the relevant information.

TSE website (Listed Company Search): https://www2.jpx.co.jp/tseHpFront/JJK020010Action.do?Show=Show

• Please enter the issue name (company name) or stock exchange code of the Company to search for the Company, then select "Basic information," and then select "Documents for public inspection/PR information."

Instead of attending the meeting, you can exercise your voting rights by either of the methods below. Please review the Reference Documents for the General Meeting of Shareholders provided in the matters to be provided electronically and exercise your voting rights.

[Exercise of your voting rights in writing]

Please indicate your vote for or against the proposals on the enclosed Voting Rights Exercise Form and return it to us by post so that it can reach us by 5:45 p.m. on Tuesday, March 26, 2024.

[Exercise of your voting rights by electromagnetic method (via the Internet, etc.)]

Please exercise your voting rights by 5:45 p.m. on Tuesday, March 26, 2024, in accordance with the "Guidance on the Exercise of Your Voting Rights by Electromagnetic Method via the Internet, Etc." on page 6 of the Japanese original.

- 1 -

1 Date and Time:Wednesday, March 27, 2024 at 10 a.m. Japan time

(Doors open at 9 a.m.)

2.Place:Conference hall on the 9th floor of the Company's Osaka Showroom located at 1-6-11 Awajimachi, Chuo-ku, Osaka, Japan

(Please refer to the map at the end of this notice.)

3. Meeting Agenda:

Matters to be reported:1.The Business Report, Consolidated Financial Statements for the Company's

74th Fiscal Year (January 1, 2023-December 31, 2023) 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 74th Fiscal Year (January 1, 2023-December 31, 2023)

Proposals to be resolved:

Proposal 1:Appropriation of Surplus

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

4.Other Matters concerning the Meeting

1. If you wish to attend the meeting by a proxy, please present the shareholder's Voting Rights Exercise Form and a letter of proxy.
2. If you exercise your voting rights both in writing and by electromagnetic method (via the Internet, etc.), your voting rights exercised by electromagnetic method shall be treated as the valid vote.
3. If you exercise your voting rights more than once by electromagnetic method (via the Internet, etc.), the last exercise of your voting rights shall be treated as the valid vote.
4. If there is no indication of your vote for or against the proposal in the Voting Rights Exercise Form, your vote shall be treated as approval of the proposal.

• If attending the meeting in person, please present the enclosed Voting Rights Exercise Form at the reception desk.
• If any revisions are made to the matters to be provided electronically, the revised versions will be posted on the respective websites where the matters are posted.
• Of the matters to be provided electronically, the following information is not included in the documents to be delivered to shareholders upon request, pursuant to laws, regulations and Article 16 of the Company's Articles of Incorporation. Therefore, the documents to be delivered to shareholders upon request is a part of the documents that were audited by the Audit & Supervisory Board Members and the Accounting Auditor when preparing their audit reports.
  "Matters Concerning Stock Acquisition Rights, etc.," the "Notes to the Consolidated Financial Statements," "Non-Consolidated Statement of Changes in Net Assets" and the "Notes to the Non-Consolidated Financial Statements"

- 2 -

Reference Documents for the General Meeting of Shareholders

Proposals and Reference Information

Proposal 1:Appropriation of Surplus

The Company recognizes profit distribution as an important managerial issue and makes it a basic policy to ensure the continuous and stable payment of dividends to shareholders based on comprehensive consideration of its status of earnings, enhancement of internal reserves and future development of business operations from a long-term perspective.

In line with this policy, we would like to propose the payment of the year-end dividend of ¥42 per share for the fiscal year ended December 31, 2023 as a return of profits to shareholders, based on consideration of the business results for the fiscal year and the future business environment.

1. Type of dividend property: Cash
2. Matters concerning the allotment of dividend property and the total amount thereof: ¥42 per share of common stock of the Company
   In that case, total cash dividends will be ¥1,904,627,046.
3. Date on which the dividend of surplus will become effective: March 28, 2024.

- 3 -

Proposal 2:Election of Eight (8) Directors

The terms of office of all eight (8) Directors-Masamichi Yamada, Koji Minato, Yoshiaki Moriya, Naoki Kaze, Junsei Shinada, Hiroshi Nagata, Shiro Nitanai, and Mariko Bando-will expire at the conclusion of this General Meeting of Shareholders. Accordingly, the election of eight (8) Directors is proposed.

The candidates for Director are as follows:

							Current positions and	Attendance at the
No.		Name		Board of Directors
		responsibilities at the Company
							meetings
1	Masamichi Yamada						Chairman	13 out of 14 meetings
		Reappointment
2	Koji Minato						President	13 out of 14 meetings
		Reappointment
							Director, Managing Executive
3	Yoshiaki Moriya			Reappointment			Officer and General Manager,	14 out of 14 meetings
							Administration Division
							Director, Managing Executive
4	Naoki Kaze			Reappointment			Officer and General Manager, Sales	11 out of 11 meetings
							Division
							Director, Managing Executive
5	Junsei Shinada			Reappointment			Officer and General Manager,	11 out of 11 meetings
							Planning Division
				Reappointment
6	Hiroshi Nagata				External Director	14 out of 14 meetings
	External Director
			Independent Officer
				Reappointment
7	Shiro Nitanai				External Director	14 out of 14 meetings
	External Director
			Independent Officer
				Reappointment
8	Mariko Bando				External Director	10 out of 11 meetings
	External Director
			Independent Officer

(Note) Mr. Naoki Kaze, Mr. Junsei Shinada, and Ms. Mariko Bando were appointed at the 73rd Ordinary General Meeting of Shareholders held on March 23, 2023 and took office as Director. Therefore, the status of their attendance at the Board of Directors meetings is based on the number of Board of Directors meetings that were held after they took office.

- 4 -

No.		Name			Number of
	Career summary, positions and responsibilities, and significant concurrent positions	shares of the
	(Date of birth)
				Company held
				April 1964	Joined The Mitsubishi Bank, Ltd. (currently MUFG Bank, Ltd.)
				June 1991	Director, The Mitsubishi Bank, Ltd.
				June 1995	Managing Director, The Mitsubishi Bank, Ltd.
	Masamichi Yamada	April 1996	Managing Director, The Bank of Tokyo-Mitsubishi, Ltd.
		(currently MUFG Bank, Ltd.)
		(May 5, 1940)
		June 2000	Senior Managing Director, The Bank of Tokyo-Mitsubishi,
					Ltd.
		Reappointment
			September 2002	Representative Director and Chairman, Mitsubishi Securities
	Attendance at the		Co., Ltd. (currently Mitsubishi UFJ Morgan Stanley Securities	827,627
		Co., Ltd.)
	Board of Directors
	June 2004	Full-Time Corporate Auditor, TOKYU CORPORATION
1	meetings (FY2023)
June 2005	Director of the Company
	13 out of 14 meetings
	June 2007	Chairman of the Company (current)
				[Significant concurrent positions]
				Chairman, Genki Plaza Medical Center for Health Care
				Chairman, Incorporated Foundation Tokyo Kenbikyo-In
				Advisor, Japan Facility Management Association
	Reason for	Having led the Company and the Group as the Chairman for many years, Mr. Masamichi Yamada
	appointment as	has accumulated abundant experience and deep insight in overall management. He has adequately
	Director	fulfilled the roles of making decisions on the Company's important managerial issues and
				supervising the execution of its business operations, and was therefore reappointed as a candidate
				for Director.
				April 1994	Joined NIPPON TELEGRAPH AND TELEPHONE
		Koji Minato		CORPORATION (NTT)
		July 2008	Joined Sun Microsystems Japan
	(May 21, 1970)	June 2010	Senior Manager for Customer Support, Oracle Corporation
					Japan (Business integration with Sun Microsystems)
		Reappointment		June 2015	Operating Officer, Chief of Staff, CEO Office, Oracle
					Corporation Japan	57,398
	Attendance at the	August 2018	Corporate Executive Officer, Executive Deputy President &
	Board of Directors		COO, Oracle Corporation Japan
2	meetings (FY2023)	August 2019	Director, Member of the Board, Corporate Executive Officer,
13 out of 14 meetings		Executive Deputy President & COO, Oracle Corporation Japan
	September 2021	Joined ITOKI CORPORATION; Senior Advisor
				March 2022	President of the Company (current)
	Reason for	Having directed the Company and the Group as the President since 2022, Mr. Koji	Minato has
	appointment as	demonstrated strong leadership. He has promoted structural reform projects and advancement of
	Director	business strategies of the Company, as well as contributed to the enhancement of the Company's
				corporate value by leveraging his abundant experience and deep insight accumulated to date. He
				has adequately fulfilled the roles of making decisions on the Company's important managerial
				issues and supervising the execution of its business operations, and was therefore reappointed as a
				candidate for Director.

- 5 -

No.			Name			Number of
		Career summary, positions and responsibilities, and significant concurrent positions	shares of the
	(Date of birth)
				Company held
						April 1982	Joined The Dai-Ichi Kangyo Bank, Limited (currently Mizuho
						July 1988	Bank, Ltd.)
						Seconded to The Export-Import Bank of Japan (currently Japan
						May 1992	Bank for International Cooperation)
						International Planning Department of The Dai-Ichi Kangyo
	Yoshiaki Moriya	October 1995	Bank, Limited
	Section Manager, Non-Japanese Sales Section at Hong Kong
	(March 31, 1960)	March 2006	Branch of The Dai-Ichi Kangyo Bank, Limited
						General Manager, MITAKA Branch of Mizuho Bank, Ltd.
		Reappointment			April 2007	General Manager, Personal Planning Department of Mizuho
	Attendance at the	April 2009	Bank, Ltd.	35,025
	General Manager, NAGOYA-CHUO Branch of Mizuho Bank,
	Board of Directors	October 2010	Ltd.
3	meetings (FY2023)	Adviser, Mizuho Corporate Bank, Ltd.
	14 out of 14 meetings	January 2011	Joined ITOKI CORPORATION; Executive Officer and Deputy
						January 2012	General Manager, Administration Division
						Executive Officer and General Manager, Administration
						January 2015	Division of the Company
						Managing Executive Officer and General Manager,
						March 2021	Administration Division of the Company
						Director, Managing Executive Officer and General Manager,
							Administration Division of the Company (current)
	Reason for	Mr. Yoshiaki Moriya has abundant experience and deep insight accumulated at financial institutions
	appointment as	and the Company's administrative division. He has adequately fulfilled the roles of making
	Director	decisions on the Company's important managerial issues, supervising the execution of its business
						operations and enhancing the function of the Board of Directors, and was therefore reappointed as a
						candidate for Director.
						April 1986	Joined the former ITOKI Co., Ltd. ("former ITOKI")
						January 2007	General Manager, Tokyo-Nishi Branch of the Company
			Naoki Kaze	January 2009	General Manager, Tokyo-Nishi Sales Department of the
	(August 29, 1962)		Company
						January 2010	General Manager, Tokyo-Nishi Branch Office of the Company
					January 2013	Executive Officer and General Manager, Tokyo-Nishi Branch
			Reappointment
							Office of the Company
	Attendance at the	January 2016	Executive Officer and General Manager, Tokyo Branch Office of	53,604
		the Company
	Board of Directors
	January 2018	Executive Officer and General Manager, Knoll Business
	meetings (FY2023)
4		Management Department of the Company and President, Knoll
		11 out of 11
			Japan Inc.
			meetings
			January 2021	Managing Executive Officer and General Manager, Sales
							Division of the Company
						March 2023	Director, Managing Executive Officer and General Manager,
							Sales Division of the Company (current)
	Reason for	Mr. Naoki Kaze has abundant experience and deep insight as he has been engaged in	the business
	appointment as	execution of the Company's sales division for many years, and has managed a Group company.
	Director	He has adequately fulfilled the roles of making decisions on the Company's important managerial
						issues and supervising the execution of its business operations as well as contributed to the
						sustained growth and enhancement of corporate value of the Company and the Group, and was
						therefore reappointed as a candidate for Director.

- 6 -

No.				Name			Number of
			Career summary, positions and responsibilities, and significant concurrent positions	shares of the
			(Date of birth)
						Company held
								April 1985	Joined the former ITOKI Co., Ltd. ("former ITOKI")
								July 2006	General Manager, Minato Branch, Tokyo-Higashi Sales
									Department of the Company
								March 2011	Transferred to, FMSTAFF Co., Ltd. (as president)
				Junsei Shinada	January 2014	General Manager, Higashi-Nihon Branch Office of the
					Company
		(October 21, 1961)
		January 2016	Executive Officer and General Manager, Corporate
									Customer Sales Management Department of the Company
				Reappointment
							January 2018	Executive Officer and General Manager, Corporate	6,882
			Attendance at the		Customer Sales Management Department, and General
				Manager, Customer Value Management Department of the
		Board of Directors
			Company
5		meetings (FY2023)
	July 2021	Executive Officer and General Manager, Engineering
	11 out of 11 meetings
									Management Department of the Company
								January 2023	Managing Executive Officer and General Manager,
									Planning Division of the Company
								March 2023	Director, Managing Executive Officer and General
									Manager, Planning Division of the Company (current)
	Reason for	Mr. Junsei Shinada has abundant experience and deep insight as he has successively	held key
	appointment as	positions in the Company's sales and operational divisions, and has managed a Group company.
	Director	He has adequately fulfilled the roles of making decisions on the Company's important managerial
								issues and supervising the execution of its business operations as well as contributed to the
								sustained growth and enhancement of corporate value of the Company and the Group, and was
								therefore reappointed as a candidate for Director.
								April 1970	Joined MITSUI & CO., France
				Hiroshi Nagata	June 1996	Director, MITSUI & CO., LTD. ("MITSUI")
				June 1999	Managing Director, MITSUI
		(February 22, 1941)
			President, MITSUI & CO. EUROPE PLC
								April 2002
								Representative Director, Executive Vice President and
				Reappointment
								Chemicals Group President, MITSUI
			External Director			June 2004
					Advisor to MITSUI
		Independent Officer
			April 2005	Visiting Professor at Waseda University Graduate School of	57,780
			Attendance at the	March 2008	Commerce (MBA Course)
6			External Director of the Company (current)
	Board of Directors
		October 2018	President and Representative Director, CLEA Holdings Co., Ltd.
		meetings (FY2023)
			(current)
	14 out of 14 meetings	December 2021
	External Director, CLEA Japan, Inc. (current)
								[Significant concurrent positions]
								President and Representative Director, CLEA Holdings Co., Ltd.
	Reason for	Mr. Hiroshi Nagata has abundant experience and deep insight in corporate management. He has
	appointment as	provided valuable opinions and advice on the management of the Company and monitored
	External Director and	management from an independent perspective. He was therefore reappointed as a candidate for
	expected roles	External Director.

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No.

Name

Number of

Career summary, positions and responsibilities, and significant concurrent positions

shares of the

(Date of birth)

Company held

Shiro Nitanai

April 1984

Joined The Ministry of Posts and Telecommunications

April 2005

General Manager, Businesses Development Department,

(August 7, 1958)

Corporate Planning Division, Japan Post (currently Japan Post

Holdings Co., Ltd.)

Reappointment

October 2009

General Manager, Real Estate Planning Department, Real Estate

External Director

Division, Japan Post Holdings Co., Ltd.

Independent Officer

April 2018

General Manager, Project Promotion Department, JAPAN POST

7,200

REAL ESTATE CO., LTD. (concurrent position)

7

Attendance at the

May 2019

Representative, Facility Design Lab (current)

Board of Directors

Visiting Professor, University of Tsukuba (current)

meetings (FY2023)

Adjunct Instructor, Toyo University (current)

14 out of 14 meetings

March 2020

External Director of the Company (current)

[Significant concurrent positions]

Representative, Facility Design Lab

Reason for

Mr. Shiro Nitanai has abundant experience and deep insight in corporate management

and facility

appointment as

design. He has provided valuable opinions and advice on the management of the Company and

External Director and

monitored management from an independent perspective. He was therefore reappointed as a

expected roles

candidate for External Director.

July 1969

Entered the Prime Minister's Office

October 1985

Counsellor, Cabinet Secretariat

July 1989

Director, Consumer Statistics Division, Statistics Bureau of the

Management and Coordination Agency

Mariko Bando

July 1994

Director, Gender Equality Bureau of the Cabinet Secretariat

April 1995

Vice-Governor, Saitama Prefecture

(August 17, 1946)

June 1998

Consul General of Japan in Brisbane, Australia

January 2001

Director General, Gender Equality Bureau, Cabinet Office

Reappointment

October 2003

Member, The Board of Trustees, Showa Women's University

External Director

April 2007

President, Showa Women's University

Independent Officer

April 2014

Chancellor (Rijicho), Showa Women's University

2,100

Attendance at the

July 2016

Chancellor (Socho), Showa Women's University (current)

June 2017

Outside Director, MS&AD Insurance Group Holdings, Inc.

Board of Directors

(current)

8

meetings (FY2023)

July 2019

Chairperson, Tokyo Education Promotion and Support

10 out of 11

Organization (current)

meetings

December 2019

Outside Director, Mitsubishi Research Institute, Inc. (current)

March 2023

External Director of the Company (current)

[Significant concurrent positions]

Chancellor (Socho), Showa Women's University

Outside Director, MS&AD Insurance Group Holdings, Inc.

Chairperson, Tokyo Education Promotion and Support Organization

Outside Director, Mitsubishi Research Institute, Inc.

Reason for

Ms. Mariko Bando has abundant experience and deep insight in the fields of administration and

appointment as

education. She has provided valuable opinions and advice especially on the promotion of

External Director and

diversity and human resource development from a professional perspective by leveraging her

expected roles

experience and insight, and monitored management from an independent perspective. She was

therefore reappointed as a candidate for External Director. Although Ms. Mariko Bando has not

been involved in corporate management other than by serving as an external director in the past,

she is judged to be able to adequately perform her duties as External Director for the reasons

stated above.

(Notes)

1. Ms. Mariko Bando is Chancellor (Socho) of Showa Women's University, and there are transactions between the Company or its major subsidiaries and Showa Women's University; however, the transaction amount is less than 1% of annual consolidated net sales in the most recent business year. In addition, Ms. Mariko Bando is Outside Director of MS&AD Insurance Group Holdings, Inc., and there are transactions between the Company or its major subsidiaries and Aioi Nissay Dowa Insurance Co., Ltd. and Mitsui Sumitomo Aioi Life Insurance Company, Limited, subsidiaries of MS&AD Insurance Group Holdings, Inc.; however, the transaction amount is less than 1% of annual consolidated net sales in the most recent business year. There are no special interests between each of the other candidates and the Company.

• 8 -

1. Mr. Hiroshi Nagata, Mr. Shiro Nitanai, and Ms. Mariko Bando are candidates for External Director.
2. Mr. Hiroshi Nagata will have served as External Director of the Company for sixteen (16) years at the conclusion of this General Meeting of Shareholders. Mr. Shiro Nitanai will have served as External Director of the Company for four
   (4) years at the conclusion of this General Meeting of Shareholders. Ms. Mariko Bando will have served as External Director of the Company for one (1) year at the conclusion of this General Meeting of Shareholders.
3. Pursuant to Article 427, Paragraph 1 of the Companies Act, the Company has entered into a limited liability agreement with each of Mr. Hiroshi Nagata, Mr. Shiro Nitanai, and Ms. Mariko Bando to limit the liability prescribed in Article 423, Paragraph 1 of said Act to the minimum amount stipulated by laws and regulations. The Company will continue the said agreement with each of them if their reelection is approved.
4. The Company has entered into a directors and officers (D&O) liability insurance agreement with an insurance company, as stipulated in Article430-3, Paragraph 1 of the Companies Act, with all Directors named as the insured. The insurance agreement covers Directors, Audit & Supervisory Board Members, and Executive Officers of the Company, and no premium is borne by the insured. Under the said insurance agreement, the insurance company shall cover damage that may arise as a result of the insured officers, etc. assuming liability for the execution of their duties or becoming subject to claims regarding pursuit of the said liability. Provided, however, that the agreement has certain exemptions, including cases where damage arising as a result of acts committed with the knowledge that they violate laws and regulations shall not be covered. All the candidates for Director will be included as the insured under the said insurance agreement. The Company plans to renew the said insurance agreement on January 1, 2025 during the terms of office of the candidates.
5. The Company designates Mr. Hiroshi Nagata, Mr. Shiro Nitanai, and Ms. Mariko Bando as the independent officers provided for by the Tokyo Stock Exchange and has so reported to the said Exchange.

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Proposal 3:Election of One (1) Audit & Supervisory Board Member

The term of office of Audit & Supervisory Board Member, Atsushi Fukuhara, will expire at the conclusion of this General Meeting of Shareholders. Accordingly, the election of one (1) Audit & Supervisory Board Member is proposed.

The candidate for Audit & Supervisory Board Member is as follows.

The Audit & Supervisory Board has previously given its approval to this proposal.

	Name			Number of
		Career summary, positions and significant concurrent positions	shares of the
	(Date of birth)
			Company held
			April 1982	Joined Itoki Kosakusho Co., Ltd. (currently ITOKI CORPORATION)
			June 2005	General Manager, Facilities Equipment Engineering Department of the
				Company
			January 2008	General Manager, Electronic Equipment Device Manufacturing Plant of
				the Company
	Eiji Funahara	January 2013	General Manager, Facilities Equipment Engineering Department of the
		Company
	(March 4, 1959)
	January 2014	General Manager, Production Department Group, Production Division
				of the Company
	New appointment
		January 2015	Executive Officer and General Manager, Production Department Group,
	Attendance at the		Production Division of the Company
	January 2016	Executive Officer and Deputy General Manager, Production Division,
Board of Directors
	and General Manager, Production Department Group of the Company
meetings (FY2023)		29,624
January 2019	Executive Officer and General Manager, Quality Assurance Division,
	3 out of 3 meetings
				Deputy General Manager, Production Division, and General Manager,
	Attendance at the		Production Department Group of the Company
	January 2020	Managing Executive Officer and General Manager, Production
Audit & Supervisory
	Board meetings		Division, General Manager, Quality Assurance Division, and General
		Manager, Production Department Group of the Company
	(FY2023)
	March 2020	Director, Managing Executive Officer, General Manager, Production
	-
		Division, General Manager, Quality Assurance Division, and General
				Manager, Production Department Group of the Company
			January 2021	Director, Managing Executive Officer, and General Manager,
				Production Division of the Company
			January 2023	Director and Senior Advisor of the Company
			March 2023	Senior Advisor of the Company (current)
	Reason for	Mr. Eiji Funahara has advanced expertise, having been engaged in the business execution of the
	appointment as	production division for many years. He was therefore newly appointed as a candidate for Audit &
	Audit &	Supervisory Board Member so that he will fulfill his responsibilities as a full-time Audit & Supervisory
	Supervisory	Board Member of the Company drawing on his abundant experience and broad knowledge he has
	Board Member	accumulated mainly by successively holding Director positions of the Company.

(Notes)

1. There are no special interests between the candidate and the Company.
2. Mr. Eiji Funahara has retired from his position as a Director due to the expiry of his term of office on March 23, 2023. The status of his attendance at the Board of Directors meetings is based on the number of Board of Directors meetings that were held prior to his retirement.
3. The Company's Articles of Incorporation prescribe that, pursuant to Article 427, Paragraph 1 of the Companies Act, the Company may conclude a limited liability agreement with an Audit & Supervisory Board Member to limit the liability prescribed in Article 423, Paragraph 1 of said Act to the minimum amount stipulated by laws and regulations. If the election of Mr. Eiji Funahara is approved, the Company will enter into said limited liability agreement with him.
4. The Company has entered into a directors and officers (D&O) liability insurance agreement with an insurance company, as stipulated in Article430-3, Paragraph 1 of the Companies Act, with all Audit & Supervisory Board Members named as the insured. The insurance agreement covers Directors, Audit & Supervisory Board Members, and Executive Officers of the Company, and no premium is borne by the insured. Under the said insurance agreement, the insurance company shall cover damage that may arise as a result of the insured officers, etc. assuming liability for the execution of their duties or becoming subject to claims regarding pursuit of the said liability. Provided, however, that the agreement has certain exemptions, including cases where damage arising as a result of acts committed with the knowledge that they violate laws and regulations shall not be covered. The candidate for Audit & Supervisory Board Member will be included as the insured under the said insurance agreement. The Company plans to renew the said insurance agreement on January 1, 2025 during the term of office of the candidate.
5. • 10 -