Reason for Nomination of Directors

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As of June 2019

Kinya Seto

Director

Seto has continued striving to prevent or correct problems in the corporate governance of the Company. Seto was deeply engaged in the execution of important business matters until he was forced to resign as CEO of the Company on October 31, 2018. Therefore, Seto has intimate knowledge of the management and execution issues facing the Company. Seto is expected to increase the corporate value of the Company by being involved in material decision-making as a director.

Kazuhiko Ootsubo

Director

Based on the following, the Company believes the qualities (skill set) provided by Ootsubo are necessary for the Board to build the best governance structure.

  • Ootsubo is the head of management of LIXIL Corporation, the largest operating company within the group of the Company.
  • Ootsubo has continuously occupied important positions of the Company since he joined as full-time employee in 1981 and is known by a wide range of customers in relation to the Company’s two core businesses (water technology and housing technology). He is anticipated to make the biggest contribution to the continuity and stabilization of the Company’s sales activities and business environment.
  • Since Ootsubo was appointed president and COO of LIXIL Corporation in November 2018, he has successfully turned around earnings that had deteriorated in the first half.

Satoshi Yoshida

Director

Yoshida has deep insight into the entire Japan business of the Company as he has been currently responsible for the housing business in Japan and previously presided over marketing for the entire Japanese market. He is expected to supervise and provide advice to executive members utilizing such in-depth knowledge.

Ryuichi Kawamoto

Director

Kawamoto, as a director of the Company and as a member of the management, has continued striving to prevent or correct problems in the corporate governance of the Company. He has a wealth of experience, including serving as representative director of LIXIL Corporation. He is expected, as a non-executive director, to supervise and provide advice to executive members.

Keiichiro Ina

Director

Ina has been a director of the Company and has continued striving to prevent or correct problems in the corporate governance of the Company. He was engaged in IR/public relations matters and management of the Company for many years, and is expected, as a non-executive director, to supervise and provide advice to executive members.

Masatoshi Matsuzaki

Outside Director

Based on the following, the Company believes the qualities (skill set) provided by Matsuzaki are necessary for the Board to build the best governance structure.

  • At Konica Minolta, Inc., Matsuzaki has been engaged in the development of global business and management of a listed company for many years, serving in roles such as director, chief executive officer and president, and chair of the board of directors.
  • As a business manager, he has deep knowledge of both pure holding companies and operating companies, so he can be expected to offer advice and have a supervisory function for the Board.
  • He has been a member since 2014 of the Japan Association of Corporate Directors, which is active in the study and enhancement of corporate governance, and has been vice chair since 2018. Since he is currently serving as chair of the “Committee on the state of boards of directors”, it can be expected that he will improve the corporate governance functions of the Board.
  • Konica Minolta, Inc. does not constitute a major business partner or major shareholder, and Matsuzaki is determined to have a high level of independence from the Company.

Tamio Uchibori

Outside Director

Based on the following, the Company believes the qualities (skill set) provided by Uchibori are necessary for the Board to build the best governance structure.

  • As director and senior managing executive officer at MinebeaMitsumi, Inc., he has a wealth of knowledge and experience in the management of global manufacturers such as being responsible for the key corporate planning and M&A strategies at the company.
  • Uchibori has expertise as a licensed tax accountant (zeirishi) in tax matters.
  • MinebeaMitsumi, Inc. also does not constitute a major business partner or major shareholder, and Uchibori is determined to have a high level of independence from the Company.

Kaoru Onimaru

Outside Director

Based on the following, the Company believes the qualities (skill set) provided by Onimaru are necessary for the Board to build the best governance structure.

  • On top of a long career as a lawyer and as a legal specialist, she has been involved in important matters as a judge of the Supreme Court (from 2013 to February 2019).
  • She has independence as an outside director and is expected to fully fulfill the supervisory function.
  • She is expected to strengthen the function of the Board from perspectives such as her complete awareness of the Company’s compliance requirements and for securing diversity on the Board.

Onimaru was a judge of the Supreme Court who was previously a lawyer. It is very difficult to find another candidate who has more experience and expertise than her for providing opinions on legal issues of the Company and monitoring the entire management. She is an essential candidate from the perspective of diversity as a female candidate.

Haruo Kawahara

Outside Director

Based on the following, the Company believes the qualities (skill set) provided by Kawahara are necessary for the Board to build the best governance structure.

  • Kawahara has served in positions including director, chair, president of the board of directors and chief executive officer at JVC KENWOOD Corporation, and has been involved in the management of a listed company engaged in a global business for many years.
  • He has abundant experience and a broad range of insight as a corporate manager, and he can be expected to provide recommendations to the Board and contribute to the oversight function.
  • JVC KENWOOD Corporation does not constitute a major business partner or major shareholder, and Kawahara is determined to have a high level of independence from the Company.

Kurt M. Campbell

Outside Director

Based on the following, the Company believes the qualities (skill set) provided by Campbell are necessary for the Board to build the best governance structure.

  • Campbell has deep expertise in the business, politics and national security of the Asia Pacific region. A longstanding friend of Japan in the US, he has spent the last 25 years building deep relationships across the entire region, from Japan to China, Southeast Asia and India.
  • He is an expert in US national security issues and has held positions such as Assistant Secretary of State for East Asian and Pacific Affairs, Deputy Special Counselor to the President for NAFTA and White House Fellow, Department of Treasury.
  • He is the founder and co-chair of The Asia Group, an advisory and investment company, and has abundant experience and broad knowledge of foreign operations and M&A as well as foreign business risk management, and it can be expected that he will be able to provide advice to the Company’s management.

Teruo Suzuki

Outside Director

Based on the following, the Company believes the qualities (skill set) provided by Suzuki are necessary for the Board to build the best governance structure.

  • Suzuki has a high level of expertise in financial accounting, having been engaged in working on the audits of listed companies for many years at major auditing corporations. He is expected to strengthen the function of the Board.
  • AZSA & Co (currently KPMG AZSA LLC, a member of the KPMG Group), where Suzuki previously held multiple key roles, has a business relationship with the Company such as in the advisory business for the finance and tax areas, so Suzuki corresponds to the definition of “a person receiving monetary payments or other financial assets of 10 million yen or more from the Company group as a professional advisor” prescribed in the independence criteria of Item 28 of the Company’s Corporate Governance Guidelines. However, Suzuki left AZSA & Co in June 2012, so seven years will have lapsed since he left office as at the time of the AGM (in the Company’s Corporate Governance Guidelines, a person is considered to be independent in accordance with the independence criteria unless such a position has been held during the past five years).

Suzuki is a certified public accountant and worked as a deputy director of AZSA & Co. He is an expert of internal control and is also known as an author of a number of books such as “Methods of Overseas Business Administration” and “Basic Knowledge of Corporate Governance for Newly Appointed Officers.” He is expected to supervise management of the Company as well as the overseas subsidiaries, and provide advice to the Company based on his high degree of expertise in finance, accounting and internal control as a director.

Yuji Nishiura

Outside Director

Nishiura is a management professional who has engaged in the management of several corporations and been involved in a number of corporate restructuring matters. He has a wealth of experience related to corporate governance reform at companies facing challenging situations. He is expected to supervise overall management of the Company and provide expert advice to the Company given his rich knowledge of business execution.

Daisuke Hamaguchi

Outside Director

Hamaguchi is an expert of corporate governance, having served as Management Execution Director of the Pension Fund Association for several years, as well as a member of, among others, “The Companies Act Subcommittee, Legislative Council” and “The Corporate Governance System Study Group”. He is expected to correct the corporate governance of the Company from the perspective of shareholders, and supervise the management of the Company and provide advice to the Company based on a wealth of experience and high degree of expertise, in order to achieve the Company’s mid- to long-term growth.

Zenji Miura

Outside Director

Based on the following, the Company believes the qualities (skill set) provided by Miura are necessary for the Board to build the best governance structure.

  • Miura has served in positions including president and CEO at Ricoh Company, Ltd., and as director, president, chair and CEO at its overseas affiliates, and has been involved in the management of a listed company engaged in a global business for many years.
  • In addition to abundant experience and a broad range of insight as a corporate manager, he also has a track record as a CFO (Chief Financial Officer) and CSO (Chief Strategy Officer).
  • Ricoh Company, Ltd. does not constitute a major business partner or major shareholder, and Miura is determined to have a high level of independence from the Company.

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