Kubota : Reference Materials for the 133rd Ordinary General Meeting of Shareholders (1.7MB)

Note: 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.

REFERENCE MATERIALS FOR THE 133RD ORDINARY GENERAL MEETING OF SHAREHOLDERS

Proposals and Reference Information

Proposal 1: Election of Eleven Directors

The term of office of all ten Directors will expire at the conclusion of this meeting. At this juncture, Kubota Corporation (hereinafter the "Company") proposes to elect eleven Directors, increasing the number of Directors by one, to maintain the number of Directors at an appropriate level for carrying on effective discussions at meetings of the Board of Directors, while strengthening the Group management base with an eye to the expansion of the overseas business activities, thereby realizing sustainable growth and increasing the trust that society places in the Kubota Group (hereinafter the "Group"), and also strengthening the corporate governance framework. If this proposal is approved and passed as proposed, five out of the eleven Directors will be Outside Directors.

The candidates for Director are as described below. Among the candidates, Yuzuru Matsuda, Koichi Ina, Yutaro Shintaku, Kumi Arakane and Koichi Kawana are candidates for Outside Directors.

			Position and Responsibility at Kubota Corporation	Attendance of the
No.	Name	Meetings of the
and Important Concurrent Positions
			Board of Directors
1	Yuichi Kitao	Reappointment	President and Representative Director	100% (12 of 12)
			Representative Director and Executive Vice President,
2	Masato Yoshikawa	Reappointment	General Manager of Planning and Control Headquarters,	100% (12 of 12)
			General Manager of Global ICT Headquarters
			Director and Executive Vice President,
3	Dai Watanabe	Reappointment	General Manager of Farm and Industrial Machinery	100% (12 of 12)
Consolidated Division,
			General Manager of Innovation Center
			Director and Senior Managing Executive Officer,
			General Manager of Research and Development
			Headquarters,
4	Hiroto Kimura	Reappointment	General Manager of Kubota Global Institute of	100% (10 of 10)
			Technology,
			Deputy General Manager of Innovation Center,
			General Manager of Carbon Neutral Promotion Dept.
			Senior Managing Executive Officer,
			General Manager of Water and Environment Infrastructure
5	Eiji Yoshioka	New Nomination	Consolidated Division,	-
			Deputy General Manager of Innovation Center,
			General Manager of Tokyo Head Office
			Managing Executive Officer,
6	Shingo Hanada	New Nomination	President of Kubota North America Corporation,	-
			President of KUBOTA TRACTOR CORPORATION
		Reappointment
7	Yuzuru Matsuda	Independent	Outside Director	100% (12 of 12)
		Outside
		Reappointment	Outside Director,
8	Koichi Ina	Independent	Outside Director of Sansha Electric Manufacturing Co.,	100% (12 of 12)
		Outside	Ltd.
		Reappointment	Outside Director,
9	Yutaro Shintaku	Independent	Outside Director of Santen Pharmaceutical Co., Ltd.,	100% (12 of 12)
		Outside	Outside Director of KOZO KEIKAKU ENGINEERING Inc.
		Reappointment	Outside Director,
10	Kumi Arakane	Independent	External Director of Kagome Co., Ltd.,	100% (12 of 12)
		Outside	Outside Director of TODA CORPORATION

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					Position and Responsibility at Kubota Corporation	Attendance of the
	No.		Name	Meetings of the
		and Important Concurrent Positions
					Board of Directors
					Outside Director of TOKYO ELECTRON DEVICE
				New Nomination	LIMITED
				Outside Director of Bandai Namco Holdings Inc.
	11		Koichi Kawana	Independent	-
		Outside Director (Audit and Supervisory Committee
				Outside
				Member) of COMSYS Holdings Corporation
					External Director of RENOVA, Inc.
(Notes)	1. Kubota Corporation has purchased directors and officers liability insurance (D&O insurance) for all of the Directors
			(including Outside Directors) and Audit & Supervisory Board Members (including Outside Audit & Supervisory
			Board Members) as the insured persons.

The insurance policies cover liability of Directors and Audit & Supervisory Board Members arising in the performance of their duties and damage claims received pertaining to the pursuit of said liability. However, there are certain exclusions, such as no coverage for liability arising from actions taken with the knowledge that they were in violation of laws and regulations. If this proposal is approved and passed as proposed, all candidates will be covered by the insurance policy. In addition, Kubota Corporation plans to renew the insurance policies with the above details at the time of renewal in November 2023.

2. Mr. Hiroto Kimura's attendance of the meetings of the Board of Directors is only counted for the meetings held after his assumption of office as Director on March 18, 2022.

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No. 1 Yuichi Kitao

Reappointment

(Date of Birth: July 15, 1956)

Number of Kubota Corporation's Shares Owned:

112,819 shares

Tenure as Director:

8 years and 9 months, at the conclusion of this meeting

Attendance of the Meetings of the Board of Directors: 100% (12 of 12)

Career Summary, Position and Responsibility at Kubota Corporation

April 1979	Joined Kubota Corporation
April 2005	General Manager of Tractor Engineering Dept.
April 2009	Senior Executive Officer,
	General Manager of Tractor Division
January 2011	President of KUBOTA TRACTOR CORPORATION
April 2013	Managing Executive Officer of Kubota Corporation
October 2013	General Manager of Farm and Utility Machinery Division,
	General Manager of Farm and Utility Machinery International Operations
	Headquarters
June 2014	Director and Managing Executive Officer
April 2015	Director and Senior Managing Executive Officer,
	General Manager of Farm and Industrial Machinery Domain
January 2019	Representative Director and Executive Vice President,
	General Manager of Farm and Industrial Machinery Consolidated Division
June 2019	General Manager of Innovation Center
January 2020	President and Representative Director (to present)

Important Concurrent Positions

Not applicable

Reasons for Nomination as Candidate for Director

Yuichi Kitao has extensive knowledge and experience that has accumulated while being in charge of the Farm and Industrial Machinery Domain over many years, in which role he has expanded this domain's business operations, which has included M&A, and grown the overseas business. And he has demonstrated his skills in the creation of new businesses such as by providing direction in the establishment of Innovation Center. Since assuming office as President and Representative Director in January 2020, he has promoted the further expansion of globalization and business operations by accelerating innovation, and has contributed to strengthening the functions of the Board of Directors, drawing on his experience and record of accomplishments. He was nominated as a candidate for Director based on the judgment that he has the ability to continue to properly oversee the management of the Group as a whole and contribute to its sustainable growth and improvement of corporate value.

(Note) There is no special interest between Kubota Corporation and Mr. Kitao.

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No. 2 Masato Yoshikawa

Reappointment

(Date of Birth: January 27, 1959)

Number of Kubota Corporation's Shares Owned:

64,046 shares

Tenure as Director:

6 years, at the conclusion of this meeting

Attendance of the Meetings of the Board of Directors: 100% (12 of 12)

Career Summary, Position and Responsibility at Kubota Corporation

April 1981	Joined Kubota Corporation
February 2008	General Manager of Ductile Iron Pipe Planning Dept.
October 2009	General Manager of Pipe Systems Planning Dept.
October 2010	General Manager of Corporate Planning and Control Dept.
April 2012	Senior Executive Officer
October 2013	President of KUBOTA TRACTOR CORPORATION
April 2015	Managing Executive Officer of Kubota Corporation
March 2017	Director and Managing Executive Officer
January 2018	Director and Senior Managing Executive Officer
January 2019	General Manager of Planning and Control Headquarters (to present),
	General Manager of Global IT Management Department
April 2019	General Manager of Global ICT Headquarters (to present)
January 2020	Director and Executive Vice President
January 2022	Representative Director and Executive Vice President (to present)

Important Concurrent Positions

Not applicable

Reasons for Nomination as Candidate for Director

Masato Yoshikawa is highly proficient in corporate management from a global perspective based on his experience in the business planning operations and as a president of a sales company in North America, an important market. He has also been promoting Group-wide digital transformation (DX). He has contributed from multiple perspectives to strengthening the functions of the Board of Directors, drawing on his knowledge and experience. He was nominated as a candidate for Director based on the judgment that he has the ability to continue to properly oversee the management of the Group as a whole and contribute to its sustainable growth and improvement of corporate value.

(Note) There is no special interest between Kubota Corporation and Mr. Yoshikawa.

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No. 3 Dai Watanabe

Reappointment

(Date of Birth: October 2, 1958)

Number of Kubota Corporation's Shares Owned:

80,593 shares

Tenure as Director:

4 years, at the conclusion of this meeting

Attendance of the Meetings of the Board of Directors: 100% (12 of 12)

Career Summary, Position and Responsibility at Kubota Corporation

April 1984 Joined Kubota Corporation

June 2008 General Manager of Farm and Industrial Machinery International Planning and Control Dept.

January 2012 President of Kubota Europe S.A.S.

April 2013 Senior Executive Officer of Kubota Corporation

February 2014 President of Kubota Farm Machinery Europe S.A.S.

December 2014 President of Kverneland AS

September 2016 General Manager of Agricultural Implement Business Unit of Kubota Corporation

January 2017 Managing Executive Officer,

General Manager of Agricultural Implement Division

October 2017 President of Kubota Holdings Europe B.V.

January 2018 General Manager of Agricultural Implement Division of Kubota Corporation January 2019 Senior Managing Executive Officer,

General Manager of Farm and Industrial Machinery Strategy and Operations Headquarters

March 2019 Director and Senior Managing Executive Officer

June 2019 Deputy General Manager of Innovation Center

January 2020 General Manager of Farm and Industrial Machinery Consolidated Division (to present),

General Manager of Innovation Center (to present)

January 2023 Director and Executive Vice President (to present)

Important Concurrent Positions

Not applicable

Reasons for Nomination as Candidate for Director

Dai Watanabe has extensive experience as a president at a regional headquarters company and sales companies in Europe, and he has established inroads for a full-scale entry into the dryland farming market by the Company's farming machinery business through orchestrating the market entry into the Agricultural Implement business. He has contributed to strengthening the functions of the Board of Directors, drawing on his experience and record of accomplishments. He was nominated as a candidate for Director based on the judgment that he has the ability to continue to properly oversee the management of the Group as a whole and contribute to its sustainable growth and improvement of corporate value.

(Note) There is no special interest between Kubota Corporation and Mr. Watanabe.

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