【Documents for delivery】

61st Annual Shareholdersʼ Meeting Convocation Notice
From January 1, 2023 to December 31, 2023

■ Date and time March 28 (Thursday), 2024 at■ Venue

10 a.m. (Doors open at 9:00 a.m.)

Fuyo Room, Banquet Floor, the Main Building, Hotel New Otani Tokyo
4-1 Kioi-cho, Chiyoda-ku, Tokyo

TRUSCO NAKAYAMA Corporation

Securities code

Open in July 2026!
Distribution center“Planet Aichi”(Kita-Nagoya, Aichi)

Completion: January 2025
Operation start: July 2026 (planned)
Site area: 41,634 m2
Total ﬂoor area: 88,579 m2

Open in September 2026!
Distribution center

Planet Niigata(Sanjo, Niigata)

Completion: November 2025
Operation start: September 2026 (planned)
Site area: 26,300 m2
Total ﬂoor area: Approx. 47,010 m2 (planned)To our shareholders

GAMBARE!!
JAPANESE MONODZUKURI(Securities code: 9830)
March 4, 2024
4-28-1 Shimbashi, Minato-ku, Tokyo

TRUSCO NAKAYAMA Corporation
Tetsuya Nakayama, President

I would first like to express my gratitude for your continued support.
Trusco Nakayama has made efforts to improve the convenience of customers by continuing its aggressive capital investment in
distribution facilities and equipment as well as in digitalization and by strategically strengthening its expansion of its product lineup andinventories in order to accurately meet the needs of Monozukuri sites for a wide variety of items in small lots.
The key phrase for this year is “The amount of hardship you go through gives you the power to make decisions.” Do you make“decisions” in your daily work?Even if you don't make a decision, there is a manual, and if you ask your superiors or seniors, they willkindly tell you how to do it. If you don't make decisions, I guess your work will proceed without any inconvenience. However, from myexperience so far, I feel that people who have accurate judgment and quick decision-making ability are the ones who face hardships
head-on, without running away from them, and have accumulated and overcome hardships over time.
“The amount of hardship you go through gives you the power to make decisions.” With this phrase, I hope we will overcome hardships
this year. Keeping in mind our policy that “Business must serve people and society,” we will continue to work to be a company
needed by our customers and markets in 2024

Decided Matters upon the Convocation
Notice is hereby given that the 61st Annual Shareholders’ Meeting of Trusco Nakayama (“the Company”) will be held as described below andthat you are invited to attend the Meeting. The Company adopts electronic provision of information concerning this shareholders’ meeting.
Pursuant to the provision of Article 325-3 of the Companies Act, matters subject to electronic provision are presented on theinternet. Please access the URL below to check the information.

Special website for Annual Shareholders’ Meeting https://www.trusco.co.jp/ir/meeting/Tokyo Stock Exchange (TSE) website https://www2.jpx.co.jp/tseHpFront/JJK010010Action.do?Show=Show* On the TSE website, enter or search for the issue name (company name) or securities code (9830), then select “Basic Information” and“documents for Public Inspection/PR Information” in that order.

Special website
for Annual
Shareholders’Meeting

You may exercise your voting right in advance either in writing or via the internet. Details of the Proposals are provided in
Reference Materials of the Convocation Notice for the 61st Annual Shareholders’ Meeting. After examining the materials, please
TSE website
return the enclosed Voting Form indicating your vote “For” or “Against” each of the proposals or access the Company’s website
for voting, which is indicated on the Voting Form, and exercise your voting rights via the internet by 5:30 p.m., Wednesday, March 27, 2024.
Date and Time

March 28 (Thursday), 2024 at 10 a.m. (Doors open at 9:00 a.m.)* Pre-registration is required to attend and is available for up to 400 shareholders based on raffle drawing.

Place

Fuyo Room, Banquet Floor, the Main Building, Hotel New Otani Tokyo
4-1 Kioi-cho, Chiyoda-ku, Tokyo

Matters Constituting the Purpose of the Meeting
Matters to be reported
Reports on the Business Report, Consolidated Financial Statements, Financial Statements, and the results of
the audit of the Consolidated Financial Statements and Financial Statements by the accounting auditor andthe Board of Auditors for the 61st Period (from January 1, 2023 to December 31, 2023)
Matters to be resolved
Proposal No. 1: Election of Eight (8) Directors
Proposal No. 2: Election of Two (2) Auditors
Guide to the Exercise of Voting Rights▶
Please refer to “ . Exercise your voting rights” on p4.
Notes 1. Shareholders attending the Meeting as a result of the drawing are requested to bring the Voting Form to the receptionist at the Meeting venue.
2. Of the matters to be written in documents stating electronic provision matters, the Company has posted the [Matters concerning the Current Situation of the Corporate
Group (Major Lenders)], the [Matters concerning Company Executives (Major Activities of Outside Officers for the Current Fiscal Year, Matters concerning theIndependence of Outside Officers, and Special information about Outside Officers)], the [Situation of Accounting Auditors], the [Systems and Policies of the Company(The System to Ensure the Propriety of the Company's Operations and the Operation Status of the System, Basic Policy concerning the Control of the Company, andPolicy concerning the Decision of Dividends from Surplus)] of the Business Report, the [Consolidated Statements of Changes in Shareholders' Equity] and [Notes toConsolidated Financial Statements] of the Consolidated Financial Statements, and the [Statements of Changes in Shareholders' Equity] and [Notes to
Non-consolidated Financial Statements] of the Financial Statements on the Company's website “IR Library” → “Shareholders Meeting” pursuant to the provisions of
the law and Article 15, Paragraph 2 of the Articles of Incorporation. Therefore, they are not stated in the materials delivered to shareholders who have requested themin a paper-based format. For reference, the Business Report, Consolidated Financial Statements, and Financial Statements attached to the documents stating electronic provision matters are part of the documents that were audited by the auditor and the accounting auditor upon preparing the audit report.
3. If any correction arises in any of the matters for electronic provision, the correction will be notified by posting the matter both before and after correction on the
Company's website "IR Library" → "Shareholders Meeting” and the website of the Tokyo Stock Exchange.
4. In the event that the chairperson is unable to attend the meeting, the acting chair shall act as the chairperson in accordance with the predetermined order.

2

Convocation Notice of the 61st Annual Shareholders’ MeetingList of Candidates (Proposal No. 1 and Proposal No. 2)
Proposal Candidate
No.
No.

Convocation Notice▶

Please refer to p38-43.

Current status andAttendance at Board of Attendance at Board of No. of Company
shares held
responsibilities at the Company
Directors meeting
Auditors meeting

Name (Age)11Tetsuya Nakayama (65)

Re-appointment

Internal

Representative Director and President

100％（10／10meetings）−

61,1001

2

Kazuo Nakai (54)

Re-appointment

Internal

Director & General Manager ofSales Department100％（10／10meetings）

−

8,600

1

3

Atsushi Kazumi (53)

Re-appointment

Internal

Director & General Manager of100％
Business Management Department,
General Manager of Digital Strategy Department （10／10meetings）

−

8,400

1

4

Hideki Naoyoshi (52)Re-appointment

Internal

Director & General Manager of
Logistics Department100％（10／10meetings）

−

7,400

1

5

Tatsuya Nakayama (38)

Re-appointment

Internal

Director & General Manager of
Product Department100％（ 8 ／ 8 meetings）

−

4,100

1

6

Kenichi Saito (74)Re-appointment

OutsideOutside Director

100％（10／10meetings）

−

4,800

1

7

Kuniaki Hagihara (70)Re-appointment

OutsideOutside Director

90％（ 9 ／10meetings）

−

3,800

1

8

Takako Suzuki (62)Re-appointment

OutsideOutside Director

90％（ 9 ／10meetings）

−

2,500

2

1

Kiyonori Unto (62)NewInternal

Full-time Auditor candidate

−

−

5,500

2

2

Hiroho Kamakura (77)

Re-appointment

OutsidePart-time Auditor

80％86％（ 8 ／10meetings） （12／14meetings）

5,300

Notes: 1. The age of candidates is the age at the closing of the Meeting.
2. The candidates have no special interest in the Company.

ycan easilnamow
Even ane hand!
o
h
it
w
it
lift

President Nakayama and employees with new Kartio at the entrance of Tokyo Head Ofﬁce

Name: Resin platform truck Kartio (new)Product No.: MPK780BK
Load capacity: 200 kg
Weight: 6.8 kg (1.6 kg lighter than the former model)

Convocation Notice of the 61st Annual Shareholders’ Meeting

Product
details3

Flow of Events Leading Up to the Annual Meeting of Shareholders
Before the Meeting

Receipt of notification documents for the Meeting — March 27 (Wednesday), 2024

1

2

View the Convocation Notice▶

Exercise yourvoting rights

Please refer to p36-43 before exercising
your voting rights.

Convocation NoticeAttend the Meeting at the Meeting venue

Check details on
the internet

Advance application via the internet

Special website for
Annual Shareholders’Meeting

https://www.trusco.co.jp/ir/meeting/【交付書面】

第61期 定時株主総会
令和 5 年（2023）1 月 1 日〜令和 5 年（2023）12月31日

招集ご通知■ 開催日時

令和 6 年（2024）3 月28日
（木）

■ 開催場所

ホテルニューオータニ（東京） ザ・メイン 宴会場階「芙蓉の間」

午前10時（受付開始午前 9 時）

Pre-registration is required to attend and is available for up to
400 shareholders based on raffle drawing.

Application
deadline

5:00 p.m., March 20 (Wed.)

ふよう

東京都千代田区紀尾井町 4−1

2026年7月OPEN!

Convocation
Notice2026年9月OPEN!

March 22 (Fri.) by email

Website for pre-registration URL:
https://form.run/@trusco61

竣
工：令和 7 年（2025） 1 月
稼働：令和 8 年（2026） 7 月（予定）敷地面積：12,595坪（41,634㎡）
延床面積：26,795坪（88,579㎡）

竣
工：令和 7 年（2025）11月
稼働：令和 8 年（2026） 9 月（予定）敷地面積：7,956坪（26,300㎡）
延床面積：約14,221坪（47,010㎡）予定

Notice of result

Convocation
Notice(English)

第61期定時株主総会招集ご通知におけるその他の電子提供措置事項

Website for pre-registration（交付書面省略事項）

To log in, you need to have yourshareholder number indicated on
the Voting Form.
Application screen

1 事業報告2 計算書類

1. 会社役員に関する事項 ……………… ▶

Ｐ1

1. 個別注記表 …………………………… ▶

Ｐ7

2. 会計監査人の状況 …………………… ▶

Ｐ2

2. 連結注記表 …………………………… ▶

Ｐ9

3. 企業集団の現況に関する事項 ……… ▶

Ｐ3

3. 株主資本等変動計算書 ……………… ▶

Ｐ14■ 主要な借入先 ……………………… ▶

Ｐ3

4. 連結株主資本等変動計算書 ………… ▶

Ｐ14

4. 会社の体制及び方針 ………………… ▶

Ｐ3■ 会社の業務の適正を確保するための体制及びその運用状況 …… ▶

■ 会社の支配に関する基本方針 …………………………… ▶

■ 剰余金の配当等の決定に関する基本方針 …………………… ▶

Not attend the Meeting at the Meeting venue(Exercise voting rights in advance)

Ｐ3
Ｐ6
Ｐ6

上記の事項につきましては、法令及び当社定款第15条第2項の規定に 基 づ き、 イ ン ターネット 上 の 当 社 ホーム ページ（ https://www.
trusco.co.jp/ ）の「IR情報＞株主総会」に掲載することにより株主の皆様に提供しています。
掲載ホームページ

令和６年（2024）３月４日（証券コード9830）

Other electronic
provisionmatters

The deadline for the request for the
Convocation Notice for the 61st
Annual Shareholders’ Meeting in apaper-based format was
December 31, 2023. However,there are still some copies
remaining for our shareholders. So,
please contact us if you need acopy. The number of paper-basedmaterials is limited and we may not
be able to deliver them to you. In
such a case, please check theinformation via the internet.

TRUSCO NAKAYAMA
Corporation
Tokyo Management
Section, Administration
Department☎03-3433-9830

9:00 to 17:00 on weekdays/
except Saturdays, Sundays
and national holidays

Exercise of voting rights via the internet
Time limit
for voting

5:30 p.m., March 27 (Wed.)

Please access the website specified by the Company and exercise your rights by following the
instructions on the screen.
Guide to Exercising Voting Rights via a Smartphone
1. Scan the QR code.
Scan the “Log-in QR Code to theWebsite for Exercising Voting Rights
for Smartphones” at the lower rightof the enclosed Voting Form withyour smartphone or tablet device.
* QR Code is a registered trademark of
Denso Wave Incorporated.

2. Select the method of voting
Access the URL displayed to open thewebsite screen for exercising voting rights.
There are two methods for voting.
● I will vote “For” all company proposals.
● I will vote on each agenda item separately.

3. Enter “For” or “Against.”
Enter “For” or “Against” following the
instructions on the screen. If there is
no problem on the confirmation
screen, click “Exercise with this Item”
to complete your voting.

Guide to Exercising Voting Rights via the Internet
1. Access the website for exercising voting rights.
https://www.web54.net

Click

2. Log in.
Please enter the “Code for Exercise of Voting Rights”
indicated on the enclosed Voting Form.
Voting Form

Click

3. Enter “For” or “Against.”
Enter the initial password on the next screen, andthen, set the password that you will actually use.
Enter “For” or “Against” following the instructions on the screen thereafter.

* Those attending the Meeting as a proxy shareholder (only one other shareholder holding voting rights of the Company) are requested tosubmit a written proof of their right of proxy at the Meeting reception desk.

4

Convocation Notice of the 61st Annual Shareholders’ Meeting3 Ask questions in advance
Advance application by post(in writing)
Use the enclosed postcard for application.

Ask questions
via the internet
Advance questions URL
https://web.sharely.app/login/trusco61

Application
deadline

March 18 (Mon.) postmarked

Notice of result

From March 25 (Mon.) by mailNotes
1. The result of application by post will be sent
to your address as of December 31, 2023.
2. When you attend the Meeting at the venue,
please be sure to bring a proof of youradvance registration (email screen or
postcard indicating the result).
3. The Meeting at the venue will be filmed foronline meeting (live streaming). Although
careful attention will be paid to the privacy of
our shareholders, some of the attending
shareholders may be inevitably reflected in
the video. We ask for your kindunderstanding.

Exercise of voting rights by post(in writing)

To log in, you need to have yourshareholder number indicated on the
Voting Form.
Advancequestions

Submission deadline

By noon, March 22 (Fri.)We will accept questions from shareholders inadvance concerning matters to be reported andmatters to be resolved at the 61st Annual
Shareholders’ Meeting. We will respond toquestions on matters in which shareholders are
particularly interested at the Meeting. For
questions that cannot be answered at the
Meeting, we will post the answers on our company
website after the Meeting. (Please note that we will
not necessarily answer all the questions asked.)Enter your advancequestions here.

Use the enclosed postcard for application.

Time limit
for voting

Arrival by 5:30 p.m.,
March 27 (Wed.)
ご注意● 各議案につき賛否の表示をされない場合は、賛成として取扱います。

賛成の場合
「賛」
の欄に○印
反対の場合
「否」
の欄に○印

● 賛、否の両方に（正しい例）（誤った例）○を付けた場合は無効となります。

Notes

Please indicate yourvote “For” or “Against”
each proposal on the
Voting Form, cut off
the right section along
the indicated line, hide
your personal
information using the
sticker, and post theform.

1. If you exercise your voting rights twice, via the internet and by post (in writing), we will treat the votevia the internet as effective.
2. If you exercise your voting rights more than once via the internet, we will treat the last exercise of yourvoting rights as effective.
3. Exercising voting rights using a PC, smartphone, etc. may not be possible depending on yourinternet environment. In addition, exercising voting rights may not be possible with some models ofmobile phones.
Please call the number below for inquiries on how to operate a PC, smartphone, or mobile phonewhen exercising voting rights via the internet.
Dedicated phone number for stock transfer agency
web support of Sumitomo Mitsui Trust Bank

0120-652-031(9:00 a.m. to 9:00 p.m., excluding
year-end and New Year’s holidays)

Ask questions by fax
FAX：03-3433-9881
Submission deadline

Arrival by noon, March 22 (Fri.)
Please also refer to “Frequently
Asked Questions” on p54 of theConvocation Notice for the 61st
Convocation
NoticeAnnual Shareholders’ Meeting.
Convocation Notice of the 61st Annual Shareholders’ Meeting5Day of the Meeting to After the Meeting
Day of the Meeting 10:00 a.m. on Thursday, March 28, 2024

4

Shareholders who will attend the Meeting
Access map

Fuyo Room, Banquet Floor,

Program (The 61st Annual Shareholders’ Meeting)Place the Main Building,Hotel New Otani Tokyo
4-1 Kioi-cho, Chiyoda-ku, Tokyo

Time & March 28 (Thursday), 2024 at
date 10 a.m. (Doors open at 9:00 a.m.)

9：00

Doors open

10：00

Opening address
Annual digest
Venue overview

Restriction on admission to the Meeting venue

Business report

Pre-registration is required to attend and is available
for up to 400 shareholders based on raffle drawing.

Audit report
Explanation of
proposals

Application deadline
Via internet: 5:00 p.m., March 20 (Wed.)

Answering advancequestions

By post: March 18 (Mon.) postmarked

Q and AAs a measure to avoid infectious diseases and reduce excessmaterials prepared in consideration of environmental resources,
pre-registration is required for attendance. Shareholders who wish
to attend the Meeting are requested to pre-register at theregistration site below.

Website for pre-registration URL:
Website forhttps://form.run/@trusco61
pre-registration
Meeting venue

Fuyo Room, Hotel New Otani Tokyo
TRUSCO NAKAYAMA Corporation

The 61st Annual
Shareholders’ Meeting

Ken Hineno

Yoritomo Wada

Takako Suzuki

Kuniaki Hagihara

Kenichi Saito

Tatsuya Nakayama

Chairperson

Tetsuya Nakayama

Kazuo Nakai

Atsushi Kazumi

Hideki Naoyoshi

Kiyonori Unto

Hiroaki Imagawa

PodiumVoting on proposals

11：30

Closing address

Q&A session

Voting on the Day of the Meeting
On the basis of the idea that it is importantto judge “For” or “Against” after seeing thepresentations, discussions, persons, etc.
on the day of the Meeting, we hand Ballot
Papers to the shareholders who attend theMeeting. We aggregate the results of thevotes by our shareholders on the day of the
Meeting and disclose them in the notice ofresolution or extraordinary reports.

Ballot Paperat the Meeting

Seating for up to 400 people prepared

Open Judge System (OJS) on the President

Relationship between Prior Voting and Voting on the Day

We consider the results of the votes on the day of the Meeting
concerning the President by shareholders who have heard theBusiness Report and Q&As to be important evaluation
indicators of the President as the “OJS on the President.” The
results will be posted on the Company’s website on March 28(Thursday), 2024, after the closing of the Meeting.

1. If voting early via smartphone or PC (▶
p4-5) andattending the MeetingYour early vote will be counted as the voting at the Meeting.
2. If attending the Meeting without voting earlyYour vote on a Voting Form you are bringing to the venue
will be deemed invalid and the vote you will make at the
Meeting will be counted as valid.

6

Business report by President Nakayama

Convocation Notice of the 61st Annual Shareholders’ MeetingAfter Closing of
the Meeting

5
Time & date

the results of
6 View
the Meeting

Shareholders who will view
the Meeting online

March 28 (Thu.)
From 10:00 a.m. to closing of the Meeting

A

B

View the videoof the Meeting

Check the resultsof resolutions

C

D

View answers
to questions

View the results ofquestionnaires

Available fromMarch 28 (Thu.)

The Meeting can be viewed
in real time.

Available fromMarch 28 (Thu.)* Available for all theshareholders.

Shareholders who view the Meeting online will
not be able to vote on the day of the Meeting. Questions will not be accepted
online on the day of the Meeting.
To log in, you need to have yourshareholder number indicated on the
So please submit questions in advance
Voting Form.
p5) if you have any.
(▶
Advance questions

Available from
April 2 (Tue.)

Available from
April 2 (Tue.)

Special website for Annual
Shareholders’ Meeting

How to view the Meetinghttps://www.trusco.co.jp/ir/meeting/(1) Access the URL or QR code below
with a PC or smartphone.
(2) Enter your shareholder number andpostal code, and click Log-in.

Shareholder number* Indicated on the enclosed Voting Form
(9-digit number)

Postal code
* Postal code (7-digit number) of theaddress registered on the shareholders’list as of December 31, 2023

Website to view the Meeting URL:
https://web.sharely.app/login/trusco61
Online meeting[Notes]∙ Shareholders who view the Meeting online (live streaming) will not be able to voteand ask questions on the day of the Meeting. Please exercise your voting rights inadvance by post or via the internet.
∙ Telecommunication fees and other costs for viewing the Meeting are to be borneby the shareholders.
∙ Please understand that you may have trouble in the image or sound of the Meeting
due to the type of your device or the internet communication environment.
∙ We do not permit provision of the URL and log-in information for the live streamingof the Meeting to any third party, filming or recording of the Meeting, and storage
and disclosure via social media, etc., of it.
∙ If the live streaming of the Meeting becomes unavailable for some reason, we will
announce it on the Company's website.

Special website
for Annual
Shareholders’Meeting

Termination of delivery of“Notice of Resolutions” forAnnual Shareholders’ Meeting
The Company previously sent the
Notice of Resolutions for Annual
Shareholders’ Meeting to all theshareholders after the closing ofeach annual shareholders’meeting, and also posted theresults on the Company website.
Since the previous Meeting,however, we have terminatedthe delivery of the notice bypost. Notice of Resolutions will
be posted on the special
website for Annual
Shareholders’ Meeting.

Convocation Notice of the 61st Annual Shareholders’ Meeting7

Business Reportfor the 61st Period

Providing the highest level of conveniencefor customers will result in social contribution
We have continued aggressive capital investment in order to accurately satisfy the needsof manufacturing sites for a wide variety of items in small lots. We made efforts toimprove work efﬁciency of the entire supply chain, while working to reduce greenhousegas emissions and consumption of resources, such as energy and packaging materials.

From January 1, 2023 to December 31, 2023

Developments and results of business activities
Operating results for the 61st period ended December 2023

Net sales

Gross margin

Consolidated

268,154

million yen

254

+8.8%
yoy

Non-consolidated

267,476

Consolidated

21.5

+0.3%

Non-consolidated

21.3%

yoy

yoy

％

+7.7

yoy

+0.2%

39,003★

Ordinary
incomeConsolidated
Non-consolidated

6.9%

19

22

1,134

yoy

1,004

+23.9%

992

20

20

22

20

22

20

21

20

21

61st period (ﬁscal year under review)61st period
60th period (previous ﬁscal year) 1,191 (ﬁscal year under review)

1,155

1,125
1,108
1,104 1,106
1,139
1,073 1,076
1,045
1,034
1,074
1,057 1,005
1,004
1,039
945
60th period
965 970 982(previous ﬁscal year)

872
★

yoy

Jan. Feb. Mar. Apr. May Jun. Jul. Aug. Sep. Oct. Nov. Dec.

19

19

22

20

20

yoy

12,268

22

20

22

20

21

20

21

(＋1) (＋1) (±0) (±0) (＋1) (±0) (±0) (±0) (±0) (＋1) (±0) (△ 1)★ 61st period（YoY change）+23.6%Net income
attributable to+15.4%
yoy
million yen
owners of parent Consolidated
Net+15.0%
yoy
income Non-consolidated 12,184million yen
Non-consolidated

19

1 Average daily net sales (Unit: Million yen)

18,519million yen

Net income
per share

Consolidated

186.05

Non-consolidated

184.78Annual dividend
per shareyen+24.90yoy+24.10
yoy

yen

46.50

yen

+6.50

3.1%

Production processing goods

7.4%

Construction goods

11.6%

Work supply

19.2%

Hand tools

8,324million yen

19,731million yen

31,084million yen

51,385million yen

45,067million yen（ +8.0% ）（ +10.1% ）（ +9.7% ）（ +9.9% ）（ +12.2% ）Environmental safety equipment 18.0%

Distribution and storage equipment

48,085million yen

27,823million yen（ +2.7% ）10.4%

Research management equipment

4.0%

Ofﬁce and housing facility equipment

10,682million yen

23,111million yen（ +3.6% ）（ +8.4% ）8.6%

Note: All ﬁgures stated in Business Report from P10 onwards are rounded down to the nearest one million yen.

8

yoy

Sales by category of goods and percentage of total sales（ﬁgures in parentheses indicate yoy change Percentage of total）

Cutting tools（ +8.2% ）YoY change
(%)

+7.5

+6.5

+6.5

Jan. Feb. Mar. Apr. May Jun. Jul. Aug. Sep. Oct. Nov. Dec.

yoy

+26.3%

18,573

+8.2

+4.0%
△

million yen

+10.0
+8.3

+4.0%

6,206

18,669236 238 239
221
Net sales+11.8(100 million yen)

207(＋1) (＋1) (±0) (±0) (＋1) (±0) (±0) (±0) (±0) (＋1) (±0) (△ 1)★ 61st period（YoY change）

yoy
million yen
Operating+26.1%
incomeNon-consolidated 18,397million yen
yoyConsolidated

230 220

Net sales (100 million yen)
YoY change (%)

+4.3

yoy

million yen

215 206
+11.5
+12.1

215
188+11.4+8.8%

million yen

Selling, general and Consolidated
million yen
administrative
Non-consolidated 38,677million yen
xpenses
Incl.) Depreciation Consolidated

Non-consolidated Monthly net sales

Convocation Notice of the 61st Annual Shareholders’ Meeting

Other

2,180million yen（ +21.6% ）

16.9%

0.8%

Suppliers

Clients(Wholesaler)(Manufacturers)

18,6692.1%

e-business route59,121
4,429

14.6% ）（+
million yen

Net sales
Ordinary income(100 million yen)

27.4% ）（+
million yen

591

640

61st period

62st period
Plan

3,172

We strengthened the coordinationof our product data of around 4.10
million items with clients systems
to offer distribution and processing
tailored to our clients needs.
We responded to the needs for
direct delivery to users by using
I-Pack® (high-speed automatedpackaging and shipping lines).

9.0%Home center route

Ordinary income(100 million yen)Overseas
manufacturers

24,260412

4.7% ）

million yen （ +

242

254

61st period

62st periodPlan

We strengthened proposals for in-store
improvement for our clients and sales activities
to consolidate sales channels, including pro-tool
shops that target such users as construction
workers.
As home center companies are strengthening
their EC business, we actively proposed services
supported by our extensive inventories ofaround 590,000 items and distribution facilities.

1.0%

Overseas route

2,583
161

(100 million yen)

64.6% ）（+
million yen

Ordinary income

61st period

22.5% ）（+
million yen

Net sales

29

337
(+8
companies)

9.5% ）

million yen （ +Net sales

62st period
Plan

Consolidated net sales include the businessresults of consolidated subsidiaries (TRUSCO
NAKAYAMA CORPORATION (THAILAND) LIMITEDand PT. TRUSCO NAKAYAMA INDONESIA) as wellas the sales of the Overseas Division to foreign
markets.
The consolidated subsidiaries reduced lead timeby revising their inventory items and enhanced
sales by developing local clients and suppliers.

Convocation Notice of the 61st Annual Shareholders’ Meeting

Manufacturers, construction
companies, etc.

62st period
Plan

Manufacturers, general
consumers, etc.

61st period

Our 28 distribution centers and 29 branches withinventory all over Japan implemented measures toprevent stockout and other inventory adjustment
measures to increase convenience for clients.
We conducted sales activities that will lead to
reduction of environmental impact by enhancing
MRO Stocker, a system of use ﬁrst, pay later fortools, and the cargo matching + user-direct delivery
service.

Businesses conducting outdoor
work, general consumers, etc.

1,821

1,922

Overseas manufacturers, etc.

(100 million yen)

25.2% ）（+
million yen

Ordinary income

Japanese manufacturers

6.8% ）

million yen （ +Machine tool dealers,
welding materials dealers, etc.

182,188
13,580Net sales25(+57 companies)

67.9%

Factory route(+229
companies)

5,632（+23.9%）%）Home centers, pro-tool
shops, etc.

（

Internet order companies, etc.

268,154+8.8

Overseas dealers, etc.

3,509(+237 companies)

Users(Retailers)

9

Business Report for the 61st Period
From January 1, 2023 to December 31, 2023

Developments and results of business activities
Progress and plan on key performance indicators of the Company
Key performanceindicators

60th period

FYE December 2022
Previous ﬁscal year

61th period

FYE December 2023
Fiscal year under review

62th period

FYE December 2024
Plan（+62,062）（+31,528）（+31,446）
562,026
593,554625,000②Total number of pieces in inventory 53,197,583（+4,409,969）56,933,923（+3,736,340）59,000,000（+2,066,077）③Inventory value
45,292 million yen（+3,000）
50,848 million yen（+5,555） 54,600 million yen（+3,751）④ Total number of suppliers（+）（+237）（+200）
306
3,272
3,509
3,709
⑤ Incl.) Number of overseas suppliers
（+25）
（+8）
（+20）
329
337
357
⑥Sales of new inventory items
（+
,
）
（+
,
）
（+
10,149 million yen 2 622
12,161 million yen 2 012
13,513 million yen 1,352）⑦Percentage of new product sales（△0.5）（+0.9）（+0.5）
12.3
13.2 %
13.7 %(last 3 years)⑧PB product sales
45,876 million yen（+2,443）
48,313 million yen（+2,437） 51,700 million yen（+3,386）⑨Number of items listed on（△5,000）（+19,000）
374,000 （△134,000） 369,000
388,000
TRUSCO Orange Book
⑩Number of items released on（+406,301） 4,108,818（+941,630） 5,400,000（+1,291,182）
3,167,188
TRUSCO Orange Book.Com⑪Inventory shipment ratio（+0.4）（+0.4）（+0.4）
91.7 %
92.1 %
92.5 %⑫Number of items delivered directly to users
（+
,
）
（+
,
,
）
（+
,
,968）
719
996
1
311
644
1
331
3,556,388
4,868,032
6,200,000⑬Number of direct deliveries to users（+978,439） 5,981,215（+1,606,490） 7,600,000（+1,618,785）
4,374,725⑭Ratio of direct deliveries to users
−
（+
.
）
−
34
−
10.9 %
14.3 %⑮Number of hired vehicle delivery runs
（+1）
（△9）
（△16）
162
153
137
⑯Number of TRUSCO delivery runs
（△1）
（+7）
（+17）
116
123
140
⑰Percentage of TRUSCO delivery runs
（△
.
）
（+
.
）
（+
0
4
2
9
5.9）
41.7 %
44.6 %
50.5 %⑱Delivery lead time−−
20h10min.4sec. （+3min.11sec.） 19h13min.43sec. （△56min.21sec.）⑲Personnel expenses per receiving/shipping
（△4）
（+4）
（△2）
113
117
115
⑳Number of corporate customers
（+48）
（+57）
（+48）
5,575
5,632
5,680
㉑Number of customer accounts
（+
,
）
（+
,
）
（+
2
053
1
611
1,475）
31,61433,22534,700㉒ Number of MRO stockers introduced（+446）（+428）（+227）
775
1,203
1,430
㉓Number of companies connected
（+
）
（+
）
（+223）
191
214
to Orange Commerce
2,233
2,447
2,670
㉔Number of items sold225,781,587 （+15,748,882） 228,187,595 （+2,406,008）240,000,000 （+11,812,405）㉕System order intake ratio（△0.1）（+1.9）（+0.9）
85.2 %
87.1 %
88.0 %㉖Automated estimate ratio
（+
.
）
（+
.
）
（+3.4）
4
4
5
022.6 %
27.6 %
31.0 %㉗Web estimate request ratio（+3.3）（+1.3）（+1.7）
46.0 %
47.3 %
49.0 %㉘Total number of employees
（+48）
（+89）
−
−
(including ofﬁcers and part-time employees)
2,954
3,043
㉙Number of part-time employees
（+
）
（+
）
−
41
65
−
1,305
1,370
㉚Average age (full-time employees)（+0.2）（+0.1）
−
−
39.8
39.9
㉛ Average overtime hours per month
（+
.
）
（△
.
）
−
3
7
0
2
−
18.1
17.9
㉜ Average annual salary (full-time employees)−−
661〈699〉million yen （+46） 662〈699〉million yen （+1）
㉝ Career−−
771〈819〉million yen （+47） 775〈823〉million yen （+4）
㉞ Area
（+
）
（△
）
−
37
6
〈
〉
−
633 670 million yen
627〈663〉million yen㉟ Logistics−−
494〈515〉million yen （+38） 526〈546〉million yen （+32）①Number of inventory items

Products
Logistics（Average of morning and afternoon deliveries for all companies,
including primary, secondary and subsequent allocations）

Sales
DigitalHR

Department General Managers（+10）1,388〈1,493〉（△80）
million yen−−

1,139〈1,216〉million yen （+22）1,175〈1,258〉million yen （+36）
㊲Percentage of employees with disabilities（△0.1）（+0.1）
2.7 %2.8 %㊳Solar power generation
2,653,344 kWh （+48,587） 2,687,468 kWh （+34,124）

−
−
−

−

㊱ Salary ofand Division General Managers
persons in (excluding ofﬁcers)
managerial Branch Ofﬁcer Managers, Logistic Center
Managers, Logistic Center Vice Managers,
posts

1,468〈1,580〉million yen

Section Managers of Head Ofﬁce, etc.

−

Environment−

Notes: 1. Figures in parentheses ( ) indicate changes from the previous ﬁscal year.
2. Average annual salary (full-time employees) includes the salary of executive ofﬁcers.
3. Figures in parentheses < > indicate the amount of salary including ﬁnancial bonds. The Company pays retirement allowance annually as
ﬁnancial bonds rather than paying it as a lump-sum retirement payment at the time of retirement.
4. The total number of employees includes ofﬁcers, part-time employees, temporarily transferred employees and local employees of subsidiaries.
5. ㉛ Average overtime hours per month includes hours within the statutory overtime hours.

10

Convocation Notice of the 61st Annual Shareholders’ MeetingChanges in assets and proﬁt or loss in the last 10 years
Performance indicators
Fiscal year

52nd period
FYE December

2014(Unit: Million yen)nd period 58nd period 59nd period 60nd period
53nd period 54nd period 55nd period 56nd period 57
FYE December
FYE December
FYE December
FYE December
FYE December

FYE December

FYE December

FYE December

2015

2016

2017

2019

2020

2021

2022

61nd period
FYE December

2023

Fiscal year under〔Consolidated〕 〔Consolidated〕 〔Consolidated〕 〔Consolidated〕
review〔Consolidated〕

2018

Category(9 months ended
December)

Net
sales

114,473

166,565

177,053

195,096214,297

220,674

213,404

226,833

246,453

268,154Grossmargin

20.9%

21.5%

21.7%

21.2%

21.2%

21.3%

21.5%

21.0%

21.2%

21.5%

Selling, generaland administrative
expenses

15,50422,78824,198

27,114

31,12733,23734,891

34,67337,49339,003Operatingincome8,477

12,976

14,163

14,276

14,364

13,797

11,017

12,997

14,667

18,519Ordinary
income8,494

13,211

14,433

14,581

14,642

14,197

11,55913,555

15,065

18,669

5,474

8,242

9,963

10,173

9,722

9,613

8,007

11,596

10,626

12,268Net income
per share

83.01yen

124.98yen

151.08yen

154.28yen

147.44yen

145.78yen

121.43yen

175.86yen 161.15yen

186.05yen

Net assets

90,917

97,777

105,836

113,680

120,648

127,478

132,960

142,426

151,002160,716

Return on
equity
（ROE）

6.2%

8.7%

9.8%

9.3%

8.3%

7.5%

6.1%

8.4%

7.2%

7.9%

109,917

120,141

128,044

147,363

170,216

196,094

208,854

222,657

225,207244,878*4

Net
income* 1, 3Total
assets*2, 3

Net assets 1,378.52yen 1,482.65yen 1,604.89yen 1,723.87yen 1,829.54yen 1,933.13yen 2,016.28yen 2,159.86yen 2,289.92yen 2,437.26yen
per share
Return on
assets
（ROA）

7.7%

11.5%

11.6%

10.6%

9.2%

7.2%

5.7%

6.3%

6.7%

7.9%

Equity
ratio

82.7%

81.4%

82.7%

77.1%

70.9%

65.0%

63.7%

64.0%

67.1%

65.6%

Notes: 1. Net income per share is calculated based on the average number of issued shares outstanding during the period after subtracting the
average number of treasury shares outstanding during the period.
2. Net assets per share is calculated based on the total number of issued shares outstanding at the end of the period after subtracting thenumber of treasury shares outstanding at the end of the period.
3. The Company carried out a 1 to 2 stock split for its common stock on January 1, 2017. Therefore, the amounts of net income per shareand net assets per share were calculated as if the stock split had been carried out at the beginning of the 52bd period.
4. The Company began to report consolidated ﬁgures from the ﬁscal year ended

Trends in cash ﬂows
Fiscal year

52nd period
FYE December

2014

Category(9 months ended
December)(Unit: Million yen)

61nd periodnd period 58nd period 59nd period 60nd period FYE December
53nd period 54nd period 55nd period 56nd period 57
FYE December
FYE December
FYE December
2023
FYE December
FYE December

2015

FYE December

2016

FYE December

2017

FYE December

2018

2019

2020

2021

2022

〔Consolidated〕 〔Consolidated〕 〔Consolidated〕 〔Consolidated〕

Fiscal year underreview〔Consolidated〕

Cash ﬂow fromoperating activities

3,263

9,336

6,459

8,932

6,928

10,99815,06815,926

12,17814,802

Cash ﬂow frominvesting activities△ 4,385△ 5,083△ 7,806△ 16,628△ 18,144△ 19,707△ 8,743△ 4,596△ 5,165△ 13,113

Cash ﬂow fromﬁnancing activities△ 1,735△ 1,575△ 2,262

7,424

12,492

14,558

7,722△ 2,243△ 9,110

1,932

11,61814,296

10,682

10,412

11,685

18,33032,344

41,44939,40043,085

Convocation Notice of the 61st Annual Shareholders’ Meeting

11

Cash and cash equivalents
at the end of the periodAs of December 31, 2023

2
59
28
5

94
1

（

）

1,203

590,000
56,930,000

24Planet Niigata
Location: Fukujima-shinden, Sanjo, Niigata
Completion: November 2025
Operation start: September 2026 (planned)
Site area: 26,300 m2
Total ﬂoor area: Approx. 47,010 m2(planned)

50.8

Planet Aichi
Location: 1 to 39-4, Block 19, Kita-Nagoya, Aichi
Completion: January 2025
Operation start: July 2026 (planned)
Site area: 41,634 m2
Total ﬂoor area: 88,579 m2

Planned relocation of Osaka Head Ofﬁce
TRUSCO Central Building
Location: 4-2-5 Honmachi, Chuo-ku, Osaka
Operation start: May 2024 (planned)
Site area: 1,054 m2
Total ﬂoor area: (10,916 m2)

8

12
11

6

15
13
16
17
18
20
22 21 19
23

37

33 31
32
36 35
30 34

47

46 45 44 42 40 38
43
39
41

55
54

56

48

25
29

(Overseas Product Department)

3

57

59
60 61

64

63

Overseas local subsidiaries

65

66

12

26

52

58

62

5

24

50

53

10
9

14 7
27

28
28

49

51

3

Convocation Notice of the 61st Annual Shareholders’ Meeting

2

★

East
Japan

1

★

2

★

3

★

4
6

★
★
★

7

★

5

8

★

9

★

10

★
★

11

Kinki

36

★

37

★

38

★

39

★

40

★
★

41

Osaka Head Office
42

★

43

★

44

★

45

★

46

★

47

★

12

Tokyo
Metropolitan

13

★

14

★

15

★

16

★

48

★

17

★

49

★

★

50

★

★

51

★

18
19

52

Tokyo Head OfficeCentral
Japan

West
Japan

53

20

★

21

★

22

★

23

★

57

★

24

★

58

★

25

★

59

★

26

★

60

★

27

★
★

61

★

28
29

54

★

55

★

56

62

30

★

63

31

★

64

★

32

★

65

★

33

★

66

34

★
★

Note: 42 Osaka Head Ofﬁce (Osaka Branch, HC Osaka
Branch, Internet Sales Osaka Branch) is scheduled to be
relocated in May 2024 to the address below:
TRUSCO Central Building 4-2-5 Honmachi, Chuo-ku,
Osaka-shi, Osaka

35

Current Status of Subsidiaries
TRUSCO NAKAYAMA CORPORATION(THAILAND) LIMITED
Since its foundation in 2010, TRUSCO
Thailand has continued to expand sales tonot only Japanese dealers but also major
local dealers. The company also works tospread Thai and English versions of
TRUSCO Orange Book Jr. and increase thenumber of items in stock, aiming to
TRUSCO Nakayama Thailand
become a company needed at
Site area: 10,942 m2
manufacturing sites in Thailand.
Total ﬂoor area: 4,731 m2

Company Overview
Trade name: TRUSCO NAKAYAMA CORPORATION (THAILAND)
LIMITEDOfﬁcer in charge at TRUSCO NAKAYAMA Corporation: Kazuo
Nakai
Business areas: Wholesale of PRO TOOLs (secondary materials
used in factories)
Director: Norihiro Higashi *In ofﬁce since January 2024
Capital: 390 million baht (approx. 1.3 billion yen)
Established: September 2010
Equity: 99.9%
Representative Director
Capital investment: 250 million yen for land, 210 million yen
and President
for buildings, etc.
Kazuaki Harada
Location: Bangplee, Samutprakarn(13 km south of Suvarnabhumi International Airport)
TIP7 789/8 Moo9,Bangpla Bangplee Samutprakarn 10540
THAILAND

PT.TRUSCO NAKAYAMA INDONESIA
Export operations in Indonesia take a lotof time and processes. Therefore, TRUSCO
Indonesia s inventory and distribution
infrastructure, which ensure accuratedelivery, are a signiﬁcant advantage forJapanese companies operating in the
country. Against the backdrop of domestic
demand in a country with a population of
TRUSCO Nakayama Indonesia
270 million people, the company will
Site area: 16,178 m2
continue to contribute to Indonesia s
Total ﬂoor area: 10,430 m2
advancing manufacturing industry.

Company Overview
Trade name: PT.TRUSCO NAKAYAMA INDONESIA
Ofﬁcer in charge at TRUSCO NAKAYAMA Corporation: Kazuo
Nakai
Business areas: Wholesale of PRO TOOLs (secondary materials
used in factories)
Auditor: Norihiro Higashi *In ofﬁce since January 2024
Capital and capital surplus: 378.8 billion rupiah (approx. 3.2
billion yen)
Established: December 2014
Equity: 99.9%
Representative Director
Capital investment: 1,130 million yen for land, 640 million yen
and President
for buildings, etc.
Yohei Takuno
Location: Lippo Cikarang District, Bekasi, Jawa Barat (40 km
east of the capital city, Jakarta)
Jl. Kenari Raya No. 36 Delta Silicon VI, Jayamukti,Cikarang
Pusat, Kab. Bekasi 17815.

Convocation Notice of the 61st Annual Shareholders’ Meeting13

Major Business Areas
Niawase + Uchoku (cargo assortment + direct delivery to users)
It is not a common practice in the wholesale industry to deliverproducts directly to users without going through retailers.
However, we, as a wholesaler, pack the customer orders in one
box ( Niawase cargo assortment) and deliver them directly tothe manufacturing site ( Uchoku direct delivery to users),
which leads to halving the delivery time, packaging materials,
shipping costs, and environmental impact. This is a service thatcan only be provided by TRUCO Nakayama, which has a large
stock of goods and the world s most advanced
logistics equipment and its supporting systems,
capable of handling small-quantity, high-mix
shipments.

SAS (Systema Streamer) / Shuttle Rack for Niawase (cargoassortment) of multiple order [High-speed assorting equipment]

Learn more

Number of
Niawase pieces
per box1.23pieces/box

Number of items
delivered directly
to users

4.86million items
I-Pack® with a maximum packaging capacity of 720 pieces/line
per hour(high-speed automated packaging and shipping line)

TRUSCO can deliver products to manufacturing sites in one package!

With TRUSCO!

Generally...

Arrival date discrepancies or cargo splits may occur.
Shipping tousers frommultiple
warehouses

Lot
tro ofub
le!

Delivered at one time and quickly!
Next-day delivery at once
* Excluding Hokkaido, Kyushu,
isolated islands and some areas

Less
troub
l

e!

Niawase+

UchokuSpeciﬁc initiatives
Products

Logistics

National Brand (NB) products

Features of TRUSCO logistics

Number of suppliers: 3,509 (+237)

・Unique ﬁxed-cost logistics (2 delivery runs a day)・Supports small-quantity shipments from a single screwdriver・Actively stocking infrequently ordered products and difﬁcult-to-deliver products*
・Adopting TRUSCO delivery runs to improve service Percentage of
TRUSCOdelivery runs: 44.6%

Private Brand (PB) products
Number of PB product items: 91,000 (+1,000)
PB product sales: 48.3 billion yen
Overseas National Brand (NB) products:
Number of overseas suppliers: 337
Overseas product sales: 6.7 billion yen
TRUSCO Orange Book.Com
Number of items available: 4.1 million
System order intake ratio: 87.1%* Difﬁcult-to-deliver products: A generic term for large or long products that are difﬁcult to manage or deliver

Focusing on inventory shipment ratio
We focus on the inventory shipment rate, referring to whatpercentage of the total orders was shipped from TRUSCO sinventory, as a key indicator.
Inventory shipment ratio: 92.1% (+0.4pt)
Number of inventory items: 590,000 (+30,000)

Sales

DigitalImproving work efﬁciency by raising the system order intake ratio

MRO Stocker, a system of use ﬁrst, pay later for tools

As a result of the efforts to develop highly convenient digital tools
and enhance inventory, the system order intake ratio (the ratio of
the number of lines of orders processed by the system out of allorders) has increased. This led to improved work efﬁciency within
the Company, resulting in higher sales per capita.

This is a zero delivery time service inwhich products are displayed on the
shelves as our assets on users
premises, purchased with adedicated application, and only theamount used is charged. Users canuse products only as and when theyneed them without inventory risk.

System order intake ratio: 87.1%

Automated response to quotations using AI
One of our challenges is how to respond quickly to the approximately
30,000 quotations we receive from our clients each day. As a solution, we
introduced Sokuto Meijin, an AI-based automatic quotation response
system, to promote automation of quotations by automatically calculating
appropriate prices based on past orders and quotations. This has led to an
improvement in the speed of response to clients (minimum 5 seconds).
Ratio of automated quotation using AI-based quotation system Sokuto Meijin : 27.6%

14

Convocation Notice of the 61st Annual Shareholders’ Meeting

Number of companies that has
introduced MRO stockers: 1,203

Naojiro repair workshop
This is our unique service for repair and maintenance, including
repair of pro-tools and resharpening of cutting tools. Our delivery
drivers and sales representatives collect items for repair as needed
during deliveries and visits, contributing to the reduction of
packaging materials and the improved work efﬁciency.
Naojiro sales: 2,2 billion yen

Major capital investments in 61st period
Construction of Planet Aichi
Location: 1 to 39-4, Block 19, Kita-Nagoya, Aichi
Operation start: July 2026 (planned)
Total investment (planned): Approx. 30 billion yen
Total investment in 61st period: 8.66 billion yen
Meitetsu Inu
yama
Line

NagoyaaTok

Nishiharu Sta.

Planet Aichi

ay

Main

Expressw

idoHaruhiIC ●Line

Site area: 41,634 m2
Total ﬂoor area: 88,579 m2
Building structure: Hybrid structure(RC-column, S-beam)
Quake-absorbing structure
Number of floors: Warehouse four
ﬂoors, ofﬁce four ﬂoors
Capacity: Number of deliveries: 100,000
per day
Number of items in stock: 1 million SKU
Design and construction: Taisei
Corporation

Kiyosu Sta.

●

Tachibana JCT●

Kiyosu JCT

19
NagoyaCastle Ozone Sta.

22
Meidocho JCT●

Approx. 10 km from JR Nagoya Station (20 min. by car)Approx. 2 . 5 km from Nishiharu Station, Meitetsu
Inuyama Line (9 min. by car)Approx. 1.7 km from Haruhi IC, Nagoya Expressway (6min. by car)●Higashikataha JCT

Nagoya Sta.

●●

Shinsuzaki JCT

Marutamachi JCT

Planet Aichi under construction (photo taken: January 2024)

Construction of Planet Niigata
Location: 4-2-5 Honmachi, Chuo-ku, Osaka
Operation start: May 2024 (planned)
Total investment (planned): Approx. 1.7 billion yen
Total investment in 61st period: 0.9 billion yen

Osaka Metro Nag
ahori
Tsurumi-ryokuchi
Line

Osaka Metro Midosuji Line

Hanshin Expressway
Route 1 Loop Route

Site area: 1,054 m2
Total ﬂoor area: (10,916 m2)
Building structure: Hybrid structure
2nd basement to 5th floor: SRC
structure
6th ﬂoor to roof ﬂoor: RC structure
Number of floors: 2 undergroundlevels, 9 ﬂoors above ground
Design (renovation): Takenaka
Corporation
Construction (renovation): Takenaka
Corporation

1 minute-walk from Exit 4 or 8 of Honmachi Station,

Nishiohashi

Shinsaibashi

Utsubo Park
172●

Osaka Metro
Chuo Line●

Honmachi●●

SakaisujiHonmach●

Osaka Metro
Sakaisuji Line

Osaka Metro Midosuji Line, Chuo Line, and Yotsubashi
Line
Approx. 500 m from Hanshin Expressway Awaza IC (2min. by car)

プラネット新潟

Awaza IC

TRUSCO
Central Building

TRUSCO Central Building, 1 minute-walk from Honmachi Station

新築工事

Location: Fukujima-shinden, Sanjo, Niigata
Site area: 26,300 m2
Total ﬂoor area: 47,010 m2 (planned)
Operation start: September 2026 (planned) Building structure: Hybrid structure (RC-column,
Number of floors: Warehouse four floors,ofﬁce three ﬂoors
Total investment (planned): Approx. 18 S-beam), quake-absorbing structure
Design:NikkenSekkeiLtd.
onstruction: Kajima Corporation
billion yen
Total investment in 61st period: 0.1 billion* See the cover page for a complete plan of Planet Niigata.
yen

Financing
The Company raises funds by way oflong-term and short-term borrowings
from ﬁnancial institutions to continue toinvest in distribution facilities and digitaltechnologies for the purpose ofincreasing convenience for clients.
As of the end of the 61st period(December 31, 2023), the balance of cash
and deposits amounted to 43.2 billion
yen (an increase of 3.8 billion yen fromthe previous ﬁscal year). During the ﬁscal
year under review, the Company repaid
10.0 billion yen in current portion of
long-term borrowings and conductedﬁnancing of 15.0 billion yen by way oflong-term borrowings to provide stable
cash ﬂow to support business expansion
associated with aggressive capital
investment.

Financing table
Fiscalyear 56th period 57th period 58th period 59th period 60th period 61th period
2018
2019
2022
2023
2020
2021
Category*1Long-term
borrowings 15 billion yen

Balance ofBalance ofborrowings
cash andat end of deposits at end
61th period of 61th period*2

15 billion yen 40 billion yen

10 billion yen

Short-termborrowings

17 billion yen

△

Total

15 billion yen 17 billion yen 10 billion yen△

7billion yen

10 billion yen

7billion yen 15 billion yen 50 billion yen

43.2
billion yen*1

The ﬁnancing by way of long-term borrowings during the 58th period ended December
2020 was conducted in view of the possibility of an economic crisis under the COVID-19 pandemic.
*2 Of the 40 billion yen in long-term borrowings outstanding, 8.5 billion yen is scheduled for
repayment in the 62nd period ending December 31, 2024.

Major lenders▶
Other electronic
provision matters

Convocation Notice of the 61st Annual Shareholders’ Meeting15

Initiatives in
the 62nd period
Challenges to be addressed
The needs for a wide variety of items in small lots are expected to grow mainly in the manufacturing industry. To satisfy suchneeds, we must continuously strengthen our investments in logistics and digital ﬁelds, in line with the rise of online
shopping companies and the ongoing IT-related developments such as AI and IoT. We also believe that the most importantfactor in expanding corporate value is the steady implementation of our ﬁve management strategies based on the pillars of
products, logistics, sales, digital, and human resources.

62nd period (ﬁscal year ending December 2024) Plan

Consolidated
operating results
Net sales
Gross margin
Selling, general and administrative expenses
Incl.) Depreciation
Operating income
Ordinary income
Net income attributable to owners of parent
Net income per share
Annual dividend per share

61st period

62nd period

FYE December 2023
Fiscal year under review

FYE December 2024
Plan

268,154million (+8.8%)(+0.3pt)
21.5%
39,003million (+4.0%)
6,206million ( 6.9%)
18,519million (+26.3%)
18,669million (+23.9%)
12,268million (+15.4%)
186.05yen (+24.90yen)
46.50yen (+6.50yen)

284,710million (+6.2%)( 0.5pt)
21.0%
41,150million (+5.5%)
6,375million (+2.7%)
18,610million (+0.5%)
18,850million (+1.0%)
14,740million (+20.1%)
223.53yen (+37.48yen)
49.00yen (+2.50yen)△△

Note: Figures in parentheses ( ) indicate changes from the previous ﬁscal year.

To become what we want to be: Capability targets
To be able to always provide the highest level of convenience as acreative company, we believe that we should prioritize capability
targets, which clarify what abilities the Company should develop, rather
than quantitative targets, such as sales and proﬁt. To aim to become acompany that is always needed by clients and the society, we will
engage in our business while seeking to become what we want to be as
described below:

1
2
3
4
5
6
7
8
9
10
11

16

We want to be a company with the ability to store 1 million items ininventory by 2030.
We want to become a company with the ability to receive orders 24hours a day and ship orders 365 days a year.
We want to become a company free from out-of-stock items, wrong
orders received, and wrong shipments.
We want to become a company without the need for inventory taking.
We want to become a wholesaler company with the ability to ship orders
directly to users without stress.
We want to become a company with the ability to provide an estimate
instantaneously.
We want to become a company with the ability to realize the fastest,
shortest, and best delivery in the industry.
We want to become a company with as small environmental load as
possible.
We want to become a company that actively promotes recycling, reuse,
and returnable initiatives.
We want to become a platformer that supports the Japanesemanufacturing sector.
We want to become a company with the ability to overturn the common
sense, customs, established theories, and standard moves in the industry.

Convocation Notice of the 61st Annual Shareholders’ Meeting

Planet Aichi (Kita-Nagoya, Aichi)
construction plan (Site area: 41,634 m2)
Completion: January 2025
Operation start: July 2026 (planned)

High-speed cargo assorting equipment
SAS (Systema Streamer) / Shuttle Rack

MRO Stocker has been increasingly
introduced by manufacturers all over Japan.

Business Management Department
To realize our ambition and enhance corporate
value, we will continue eﬀorts to solve issues andpromote fundamental reforms

Atsushi Kazumi

Director
General Manager of Business Management Department,
General Manager of Digital Strategy Department

Business must serve people and society is TRUSCO s ambition. In order torealize this ambition and to further enhance our corporate value toward thefuture, we will promote new reforms and the creation of new systems while
continuing efforts to solve current issues.
We will also create an environment in which each individual with the same
ambition and diverse values can develop his/her own careers while enhancing
originality, thereby contributing to the further growth of our company.

Results in the 61st period●Strengthened the individual careerdevelopment through the use of a system tostrategically transfer personnel and develop
human resources based on employee data.
●Started measures to further strengthen
women s participation and the health andproductivity management, etc., expanding
opportunities for playing active roles regardlessof gender or career.
●Made all full-time and part-time employees
eligible for monthly performance-basedachievement incentives from April 2023.

▲

Reference:
Comfortable work environment

P24

Real experiences help people grow.
Women accounted for about half of the new employees
hired by the Company in 2023, and about 30% of the
Boss Challenge Program participants as candidates for
future managers were women. In order to provide anenvironment where women can play even more activeroles in the future, we have established the Women s
Proposal Committee from 2024, which allows women to
volunteer to participate in management meetings andmake proposals. We also actively provide opportunities
for female employees to participate in various
important events so that they can directly feel theatmosphere of management, thereby supporting theircareer development.

Members of the Boss Challenge Program as candidates for future managers

Promoting initiatives for the future of ourclients, society, and company●Visualize current issues based on data andimplement solutions across departments to increase
convenience for clients●Undertake fundamental reform for the future of theCompany, including reform of organization,
personnel management, systems, work ﬂow, andcosts●Accelerate services to reduce environmental burden,such as direct delivery to users, MRO Stocker,
Niawase, and Naojiro, to contribute to CO2 reduction
throughout the supply chain

Data

Increasing
convenience

Products

画像検討
Logistics

DigitalSpeciﬁc initiatives

Strategies for the 62nd period

Sales

Clients
Users

Featuring a culture and initiatives thatvalue people●Ongoing personnel system reform to increase
engagement and achieve a sense of unity with theorganization and improved productivity●Aiming to become a company where those who arehealthy and want to work can work indeﬁnitely,
continue to promote the health of employees●Build a foundation for the creation of future female
board members, based on the desire to become acompany where female board members are anatural part of the company

Members of Tokyo Head Ofﬁce with new Kartio

Convocation Notice of the 61st Annual Shareholders’ Meeting17Initiatives in
the 62nd period

Digital Strategy Department
Pursuing convenience throughout the supply chain
through human and digital growth

Atsushi Kazumi

Director
General Manager of Business Management Department,
General Manager of Digital Strategy Department

Our use of digital technologies is based on increasing the convenience of ourclients and suppliers, along with our own productivity and efﬁciency. We aim
to increase the convenience of clients by capturing the ﬂow of information(data) in all business processes from order taking to delivery in real time, andby making appropriate judgments and correct processing at each process.

Strategies for the 62nd period

Results in the 61st period

We will lead and support business growth
in a safe and secure manner.

●Approximately 87% of customer orders today
are received via systems such as TRUSCO
Orange Book.Com and EDI.
●Introduced a system to analyze data on
back-ordered products and automaticallyregister them in inventory, leading to annual
sales of approximately 4.7 billion yen.
●The overwhelming speed of the automatedresponse of Sokuto Meijin, an AI-based
quotation system, has been well received andits use has increased, and over 28% ofquotations have led to actual orders received.

▲

Reference:
System order intake and AI-based quotation
system Sokuto Meijin
P14●Through the renewal of the product data platform
Sterra, we aim to enhance both the quality andquantity of product information.
●Through the advancement of ZAICON 3, a system forproper inventory management, we aim to prevent
stockout and shortages in quantity and strengthen
immediate delivery.
●As data is increasingly used throughout the supply
chain, we will strengthen measures to address
security risks.
Suppliers
Convenienceof our business Safe and securedata coordination
partners

Speciﬁc initiatives

Users

TRUSCO always
has stock.

High searchability
makes it easy toﬁnd products.

Inventory forecast

Product data

R

Light the future with data
Use of data for business started
We have launched an initiative to utilize sales
data for each product in business operations. We
capture trends in sales of each product and use
them for the building up of inventory volume,
adoption of similar products, and enhancementof the product lineup.
We are also considering linking data with MRO
stockers to establish a system in which necessary
items are delivered ahead of time before users
need them.
Real-time trends

Dealers

Security

Developing digital human resources●Our human resource development is basically aimed
at developing personnel who are capable ofrealizing what they want to be and solving various
issues on their own. Through personnel transfers(job rotation) across divisions beyond the digitalsegment, we help employees to understand ourcustomers and work operations throughexperiencing logistics, sales, products, and otherareas.
●The Digital Strategy Department aims to realize
digital strategies by combining generalist personnel
with specialists who possess in-depth IT expertise.

Approach

Characteristics of Rapid
each productincrease

Sales results
data

18

Capturing
trendsBuilding up
inventory

Enhancingproduct
lineupConvocation Notice of the 61st Annual Shareholders’ Meeting

Members of Digital Strategy Department (Tokyo Head Ofﬁce)

Product Department
Leading the way in solving issues of manufacturing
sites and the supply chain with our unique productlineup and systems

Tatsuya Nakayama

Director
General Manager of Product Department

TRUSCO has what we need. Our unique product lineup is the foundation forconvenience. In addition to expanding the product lineup to achieve 1 million
items in stock, we will brush up TRUSCO brand products with the aim ofmaking them standard items at manufacturing sites.
At the same time, by utilizing our logistic and IT infrastructures, we will address
issues such as improving logistics efﬁciency throughout the supply chain,including suppliers, and visualizing and reducing CO2 emissions.
In order to be of further service to manufacturing in Japan, we will continue tostrengthen our product lineup and enhance collaboration with suppliers.

Results in the 61st period●The ratio of new products (in the last 3 years) to
net sales increased to 13.2% (+0.9 pt YoY) due
to the strengthened product lineup.
● Enhanced product information to realize
TRUSCO has what we need. 9/ Number of
items in product data increased to 6.45 million
SKU (+0.92 million YoY).
●Released a search function for equivalent andsimilar products and strengthened inventory
linkage with suppliers, creating anenvironment for users to choose and buy
easily.

Strategies for the 62nd period
Brushing up product lineups, data,
and tools●Review and brush up major TRUSCO brand productswith the aim of making them standard items at
manufacturing sites●Accelerate data expansion with the aim of creating a
product data platform that has all the necessary anduseful information for users●Strengthen web and paper catalogs and productselection tools to both expand the product lineup
and make it easy for users to select items
Brushing up major
PB products

Enhancingproduct data
■

Size
■

■

WeightMaterial

Strengthening productselection tools
BOOK

■

WEB

Safety data sheet■

Photos/videos

DIGITALBOOK

Usage■ Applications■ Cautions■

Speciﬁc initiatives

Making the best purchase platform for pro-tools

Promoting utilization andenhancement of data

Working to solve supply chain issues

Utilizing sales data generated from ourextensive product lineup and sales network, we
support inventory registration by buyers andhave actively expanded our data-driven
automated inventory.
We have also strengthened coordination of
inventory data with suppliers to clarify delivery
dates even for back-ordered products.
We are also working to expand our productdata to assist in product selection and safe use.

●Help suppliers improve their logistics efﬁciency andaddress the logistics 2024 problem by utilizing ourlogistic and IT infrastructures●Promote visualization of CO2 emissions in the
manufacture and distribution of pro-tools via web
and paper catalogs●Optimize ordering methods for each supplier toprevent shortages in the market, reduce suppliers
inventory burdens, and improve their production
efﬁciency

Core data / Product data

Sales
data

Automated inventory
registration

Inventorydata

inventory
coordination
with suppliers
Manufacturer s delivery
time for back orders

5-6 daysOrange Book

Product

data

Supporting selection
and usage

Logistic
・ IT

カルティオ

infrastructures

Planet Saitama

CO₂
Inventory coordination

8.3kg/台Supporting suppliersin addressing
Visualizing CO2
logistics issues
emissions （Web, catalogue）

Convocation Notice of the 61st Annual Shareholders’ Meeting19

Initiatives in
the 62nd period

Sales Department
The real and digital duality
People harness the power of digital to solve
problems

Kazuo Nakai

Director
General Manager of Sales Department

The power of ever-evolving digital technology is indispensable for our clientsto improve their work efﬁciency.
On the other hand, face-to-face sales activities are also indispensable inbuilding relationships of trust with clients. By combining our unique digital
tools with work that only humans can do, we will tackle the 2024 problem
and manpower shortage, and work to reduce environmental impact.
Under any circumstances, we will continue to be of service to our clientsbusinesses with a dual approach of real and digital services.

Initiatives in the 61st period and speciﬁc measures
Factory route
182,188 million yen (+6.8% yoy)●Contacts with companies that have introduced MRO
Stocker enabled us to understand the various issues
faced by each user, and we were able to solve such
issues by utilizing the most appropriate resources.
●Strengthening relationships with companies with nationwide operations has allowed us to approach to markets
we had not been able to enter, leading to achievements
in new areas.

e-business route59,121 million yen (+14.6% yoy)Strategies for the 62nd period
Strategies for the 62nd period●With the Niawase + Uchoku service, reducedelivery time, packaging materials, and delivery
frequency to half, and differentiate us from ourcompetitors in solving environmental issues.
●By expanding the MRO Stockers in stock (number of
installations: more than 1,500 planned), increase thefrequency of use and contribute to improving theconvenience of clients.
●The repair workshop Naojiro can respond to repair
requests even for products that have not beenpurchased from TRUSCO and requires no packaging
and shipping, signiﬁcantly reducing work burdens.

●For online shopping companies, expanded the numberof items handled by new manufacturers and new products, and also increased business by linking data withother companies and strengthening logistics support
according to their requests.

Home center route24,260 million yen (+9.5% yoy)
●Created businesses that integrate real stores and online
shopping websites. Also, sales increased due to proposals in categories with high market needs, such as BCP
measures and safety-related products.

Overseas route2,583 million yen (+22.5% yoy)●aking advantage of the weak yen, local subsidiaries
developed new customers and expanded inventories in
response to the market needs. In the export business,
our ability to respond to the need for short delivery
times by taking advantage of abundant inventory
matched the demand.

Meeting with users of MRO Socker(Left: Tomoe Kurokawa, Koriyama Branch)

20

Convocation Notice of the 61st Annual Shareholders’ Meeting

Proposing services to address variety of issues (Manami
Murakami, Okayama Branch)

Using digital technologies to improve
procurement efﬁciency●The AI-based quotation system Sokuto Meijin can
respond to quotations for products whose productnumber or other information is known and present theappropriate price in ﬁve seconds at shortest, which allows
users to spend more time for inquiries requiring
discussions.
●With T-Rate, even if the product number is not known, an
inquiry can be made quickly by sending an image of the
product, resulting in improved work efﬁciency.

TRUSCO employee

ClientTimely information sharing with T-Rate(Left: Asumi Onishi, Tokyo Branch)Logistics Department
Aiming to build a stable logistics infrastructure that
can accommodate any change

Hideki Naoyoshi

Director
General Manager of Logistics Department andGeneral Manager of Logistics Safety Promotion Division

Our mission is to help our clients and users expand their businesses, andultimately, be of service to society as a whole, and we will not allow any
compromises in the efforts to enhance convenience. We ﬂexibly accept
changes in market demand, and we understand that the essential condition forearning the trust of our clients is to provide stable and robust distribution
services at all times. Aiming to become a company that truly supports Japanesemanufacturing, we will make step-by-step efforts with sincerity.

Results in the 61st period●Improved Niawase + Uchoku service withapprox. 600,000 items in stock and reﬁned
shipping functions●Pursuit of the site-completion type inventory
control optimized for each region●Acquired multi-functional inventory storage
capacity to improve service level▲

Reference:
Niawase (cargo assorting) + Uchoku (direct
delivery to users)
P14

Strategies for the 62nd period
Pursuit of the highest level of distribution
services●Improve shipping functions and make full use of
automated facilities to support further expansion of
Niawase + Uchoku service●Substantially brush up the inventory control system
to optimize large inventory with a view to reaching 1
million items in stock●Acquire warehouse control capacity of large
distribution centers in view of Planet Aichi andPlanet Niigata●Promptly formulate and implement measures tostrengthen logistics functions to respond to changes
in market demandSpeciﬁc initiatives
Expanding the
Niawase + Uchoku services

In response to the rapidly growing demand for
direct delivery of products to users, we haveenhanced the function to pack and deliver
ordered items in a single package to increase theconvenience for our clients.

Raising inventory storage capacity
In order to enhance our inventory storage
capacity, the new Sakai Stock Center was put into
operation next to Planet Osaka and an
automated pallet warehouse was put into
operation at Planet East Kanto, thereby
expanding inventory items in the east and west.
Number of Uchoku
deliveries and net sales355
283 （437）
233
（339）
（271）
238
180
147

2020

2021

2022

486
（598）

297

202

FY underreview

Strengthening ﬁve factors torealize the highest level of
distribution services

Establish a solid foundation to maintainand improve distribution services●Establish a work environment and businessprocesses that allow employees to work safely andsecurely●Develop human resources to support functional
enhancement and problem solving in logistics

620（760） Direct deliveries(10,000 pieces)(Direct deliveries(10,000 delivery runs))

356

Net sales(100 million yen)

2024
Plan

First-year employees at Planet Saitama

Convocation Notice of the 61st Annual Shareholders’ Meeting

21

ESG Activity Report

Initiatives for Sustainability

For more than 25 years since before the word sustainability became popular, we have been working on business activities
with low environmental impact under the slogan, Sustainability. At present, we are engaged in a variety of initiatives as
TRUSCO Sustainability projects designed to create a better future, including social activities and governance.

Basic Sustainability Policy
We aspire to be a PRO TOOLs supplier that continually serves Japanese manufacturing in every era.
Under the motto, Business must serve people and society, we will create both social value and corporate value(TSV*) through our businesses to help resolve social issues and build sustainable local communities.
*The term TRUSCO Shared Value (TSV) was created by combining TRUSCO and Creating Shared Value (CSV).

Material Issue① Optimization of the entire supply chain② Planning and development of productsthat respond to diversifying needs③ Development of environments and human resources toenable them to fully display their personal abilities

Contribute to the reduction of environmentalload with one-stop logistics

Strengthen competitiveness through creative
product development

Offer employee training programs and systems to giveawareness in various areas
From back left: Roman Kubo, Nodoka Kurokawa, Kakeru Aogaki
From front left: Chief Yasuhiro Kawamata, Vice Branch Ofﬁce
Manager, Haruka Kakazu, Daichi kano, Yusuke Chiba④ Environmental actions through business⑤ Contribution to stakeholders andlocal communities⑥ Governance based on a stance of Shushazentaku(always choosing what is right rather than focusing
on whether it is proﬁtable)

Assembly services for chain sling available at
Naojiro repair workshops (Branch Ofﬁce
Manager Satomi Nishino, Planet Sanyo)

The Nakayama Visual Welfare Foundation s
new Nakayama Memorial HallManagement conference attended by division
general managers

activitiesthroughbusiness activities

Environment

Responding to risks and opportunities attributed with climate change

In order to continue to be of service to people and society in any era, we are resolving social issues and contributing tolocal communities based on our Sustainability Basic Policy. Based on the TCFD recommendations* for climate change,
we also disclose the following four items: Governance, Strategy,
Risk Management, and Indicators and Targets.
* Task Force on Climate-related Financial Disclosures (TCFD)
CO2 emissions related to the Company s business activities (results of 2022)

Responding to risks and opportunities
attributed with climate change

Suppliers
Category 1(Purchased products and services)781,936(t-CO2)
43.4%
Category 2(Capital goods such as buildings,
machinery, etc.)

12,409(t-CO2)
0.7%

Customers
Fuel use

Electricity use

2,327(t-CO2)
0.1%

Category 11

8,109(t-CO2)
0.4%

Category 12(Disposal of sold products)

Category 4(Transportation, delivery)

47,150(t-CO2)
2.6%* Figures with % indicate composition ratio.
* Scope 1: Direct emissions from fuel use
Scope 2: Indirect emissions resulting from energy supply by other companies
Scope 3: Indirect emissions related to the supply chain other than Scopes 1 and 2
For Scope 3 categories, refer to the website of Ministry of the Environment.
About
Scope 322

Convocation Notice of the 61st Annual Shareholders’ Meeting

931,020(t-CO2)
51.8%(Use of sold products)

17,004(t-CO2)
0.9%

Other products

2,348(t-CO2)
0.1%

Environment

Environmental activities through business

TRUSCO is committed to reducing the environmental burden of our business activities, planning and developing environmentally-friendly PB
Products, and proactively recycling, reusing, and returning products to their original state. The Company is working to reduce theenvironmental impact of the entire supply chain, from our company to even the users of our products, aiming to achieve sustainabledistribution. We call these TRUSCO Shared Value (TSV) activities in the Company, and we are working to raise awareness of reduction of theenvironmental burden among each and every employee.

1 Offering products that are environmentally-friendly※
・Reducing environmental impact by 1,534t reduced
holding inventory*The amount of contribution to CO2 emissions reduction
in one year in 2023 calculated from the results of eachmeasure・Efforts to make TRUSCO products environmentally-friendly

the environmental
Power Generation Power Self-sufﬁciency
2 Reducing
Capacity
Rate (%)
burden by using our equipment

We have installed solar panels when new
branches were constructed, aiming toincrease our own power generation capacityof renewable electricity to 3,500 kW by 2025 .

In the planning and development of our own TRUSCO brandproducts, we have set environmental standards for resource
conservation, waste reduction, long-lasting use, etc., and arepromoting environmentally-friendly product development.

CHAlliance , a product jointly developedby Ito En and TRUSCO
Stock Number: TIC-37, etc.

10

9.6
1.3
2014

1

2

・Reducing the environmental
burden through ﬁxed-costbased distribution

10.2

9.6

72

85

99

2015

2016

2017

11.7
139
2018

16.5

16.4

16.7

255

260

265

268

2020

2021

2022

2023

14.1
183
2019

・Introduction of Environmentally-Friendly Vehicles
We plan to introduce 36 hybrid vehicles (about 25% of ourdelivery trucks) by 2025.

3

Customers（ 5 , 632 ）

4

Users

（Unlimited∞）

3

3 Delivering products to our customers
削減

18.6

Power Self-sufficiency
Rate (%)

Power Generation(ten thousand kWh)Suppliers（ 3 , 509 ）Solar power panels on the roof of Planet Saitama

Changes in Power Generation and Power Self-sufﬁciency Rate

TRUSCO Fabric Adhesive Tape
Economy type
W50mm x L50m
Stock Number: GNT5050E

・Providing environmental information in catalogs
・Reducing and standardizing containers and packing

2,793kW 16.7％

・TRUSCO Power
Generation Installations(19 locations)

4 Using our products
・MRO Stocker 4,816t reduced

4,461t reduced

MRO Stocker is like Okigusuri, a system
of Use First, Pay Later for medicine, but
for tools. Always having PRO TOOLs instock that are used daily eliminates
management costs, delivery time, andwasteful purchases. In addition, delivery
costs as sociated with each order are also
reduced, which helps to reduce theenvironmental burden.

We deliver our products to customers via
ﬁxed routes from distribution centers
located near our customers (28 locations
throughout Japan), which reduces
packaging materials and CO2 emissions
associated with delivery compared toshipping by courier service.
TRUSCO Return Cushion
TRC-20 L/50 L (available in three colors)

・Reducing the environmental burden
by Niawase ＋ Uchoku

2,549t reduced

TRUSCO s Direct Delivery Service realized by Niawase＋ Uchoku makes it possible to deliver directly to users(4.86 million packages a year) instead of two-stepdeliveries that involve customers. Not only does thisshorten delivery times but also helps reduce the amountof packaging materials used and CO2 emissions.

MRO Stocker Website

MRO Stocker

・Repair Workshops Naojiro Service 2,469t reduced
Video on
I-Pack®

Naojiro Repair Workshops offer eight services,
including repair and resharpening. This service
allows for environmentally-friendly manufacturing
sites.

Naojiro Repair
Workshops Website

CO2 reduction effect of each measure and service
After calculating the amount of CO2 emissions that wewere able to avoid through our measures and services,
the reduction was 15,829 t t-CO2 in 2023. Our total Scope
1*1 and Scope 2*2 emissions are 9,184 t-CO2, contributing
to the equivalent reduction of emissions throughout the
supply chain.
*1 Scope 1: Direct emissions from fuel used by the Company*2 Scope 2: Indirect emissions resulting from energy supplied byanother company

ReducedemissionsamountItems to be reduced
Vehicletransportation

Use ofpackaging

Packaging
waste

Purchase of
new products （t-CO2）

Proper Inventory●

Fixed-Cost BasedDistribution
Direct Delivery
Service

●

●

●

4,461

●

●

●

2,549

MRO Stocker●

Naojiro Repair
Workshops

1,534

4,816
●

2,469

Total 15,829t-CO2

Convocation Notice of the 61st Annual Shareholders’ Meeting23Society

Comfortable work environment

Based on the idea that an employer has the obligation to provide a work environment where employees can continue to work for along time with a peace of mind, the Company provides an environment that supports participation of diverse human resources andencourages all employees to use various workplace-related programs at TRUSCO.

Programs for employees to work
for many years with peace of mind

Promotion of female employees
Since around 2006, we have set a goal of increasing thepercentage of female employees, and have beenpromoting recruitment activities and creating a workplace
where they are comfortable to do their job. The Company
aims to have 50% of newly appointed managers be
women by 2026. The ﬁrst female general manager tookofﬁce in January 2024. The percentage of female
employees among management candidates (bosschallenge students) in 2024 was 23.5% (up 15.2% yoy).
Newly established (2024)

Women's Proposal Meeting

This meeting allows female employees determined through acandidacy system to participate in management conference andmake proposals for improvement, enhancement, and growth.
A total of eight female employees join the program from acrossthe country.

Details of personnel
What you are doing is important, butsystems
when you are doing it is even more important.
The time when the policies of a company begin is
important and the will varies according to when a policy
is put in place. We have a number of unique humanresource programs that were inspired not by the trends ofthe world but by our concern for our employees. By
respecting the opinions of our employees and supporting
their work styles through various approaches, we improvetheir motivation to work which leads to the growth of thecompany.

Vacation Bank Program
Main Vacation Bank
Program Revisions●No limit on the number of days of paid
leave that can be accumulated(previous limit was eliminated)● Accumulated days of paid leave can beused for more reasons than previously
allowed (also for studies, volunteering,etc.)● At the time of retirement, the Company
will pay employees for any unused days
Since there is no limit on the number of days of
paid leave that can be accumulated, employees
will not have to worry about not having enoughdays available during unexpected circumstances

Members

From back left: Section Manager Kyoko Yoshimi, Vice Manager Shiori
Matsuda, Staff Masako Kawaguchi, Hiromi Nakakubo
From front left: Section Manager Yoko Nakanishi, Manami Murakami,
Nozomi Fukuhara, Branch Cheif Satomi Ogata

2023

Percentage of female
employees hired

46.7%

Percentage of female
employees

35.2%（Employees） 35.5%（Employees）
73.9%（Part-time employees） 73.2%（Part-time employees）

Percentage of female
senior supervisors

22.8%（57）

23.7%（58）Percentage of female
employees inmanagement roles

7.8%（10）

8.7%（11）

65.8%

65.3%

Percentage of annual
paid leave taken（Employees）（Employees）

47.9%

Started in 1992

Rina Komatsubara, Recruit Section, andher children using Childcare Leave
Program

Legally, employees are allowed totake childcare leave until the day
before their child turns one, but at
Trusco Nakayama, employees cantake childcare leave until the end of
the month in which their childreaches the age of three.
2023 (Program participants: 64)*Maximum of 3 years

Lovebird Transfer Policy

Average number ofovertime hours per month

100

9

17

18.1hours*2

Mr. and Mrs. Saruwatari (Right: Nanaho),
Tokyo NB Product Section

Happy Sunday Policy

Started in 2002

Logistics Platform Development Section andPlanet Aichi Preparation Section
Manager Shintaro Hashiguchi with his family

This is a system that allows employees
who have been transferred notaccompanied by family to delay coming
to work on Mondays so that they canspend time with their families at dinneron Sundays when they return home on
weekends (travel expenses for returninghome twice a month and company
housing rent are paid separately).
2023 (Program participants: 13)

In-company Sidework Program(Hybrid Work Program)（Employees）

98 0

Cheif Masahiro Miyahara, Tosu Branch

Go Home Early System

17.9hours*2*1 The above indicators are for the parent company only.
*2 It includes hours within the statutory overtime hours.

24

Staff Ryoko Sato, Digital Promotion Section

Convocation Notice of the 61st Annual Shareholders’ Meeting

Started in 2005
This policy allows a spouse (even if
employed by another company) toapply for relocation to an area ofchoice.
Last 3 years (Program participants:
18)（Employees）

Percentage of employees
who returned to work from. %（44）%（46）
child care leave
Number of male
employees who have taken
child care leave
Percentage of employees Male
42.8%（Employees） Male 55.6%（Employees）
who have taken childcare
Female97.7%（Employees） Female85.7%（Employees）
leave by gender

Revised in 2022
In the past, this program allowed
employees to accumulate up to 60
days of unused paid vacation timewithin the time limit in case of illness,
nursing care, or other events
requiring extended leaves ofabsence. The following revisions
were made in 2022.

Childcare Leave Program

Comfortable work environment indicators*1

2022

Started in 2007

Started in 2019
This system allows full-time employees
who have been with TRUSCO for two
years or more to work a second job only
on Saturdays, Sundays, and holidays.
Since the system focuses on work thatany employee can work on right away at
a different workplace from their mainjob, employees can earn extra income
and gain unique experience and insightsfrom working in a different environment.
2023 (Program participants: 150)

Started in 2020
We have introduced the Go Home
Early System, which allows
employees to leave early when theyﬁnish work within their scheduledworking hours, with the aim ofencouraging an awareness and habitof leaving work early. If employees
work efﬁciently and ﬁnish early, they
can use the system once a week, up
to a maximum of 30 minutes earlier
than their regular workday.
2023 (Program participants: 88)Health Management Initiatives

Trusco Nakayama Health Insurance Association

Trusco Nakayama Corporation

Declaration of HealthAs a company that supports manufacturing in Japan,
Trusco Nakayama Corporation endeavors to serve
people and society. Through our business, we willcontinue to help reduce the environmental impact ofmanufacturing sites, workplaces, and suppliers, andpromote the health of employees with the aim of
becoming a company where employees can work formany years with peace of mind.
The health care of employees must be an integral part ofour continued growth. Health care Section has been
established at Tokyo and Osaka Head Ofﬁces to promote
Health Management in cooperation with Trusco
Nakayama Health Insurance Association, which will beestablished in 2019. Periodic health consultation (medical
and mini-doctorial check-ups) are offered not only toemployees but also to their dependent spouses, withsubsidies to cover the fees. Continuous promotion of
employee health will lead to our growth going forward.

Indicators

Term

2022

As a company that looks after the lives of our employees,
we want to take responsibility for the health of ouremployees and their families. Based on that desire, in April
2019, we established the Trusco Nakayama Health
Insurance Association, our sole health insurance
association, at Tokyo Head Ofﬁce. Its establishment allows
us to make decisions smoothly and further enhance ourown insurance services. We will promote initiatives thatare suitable for the Company so that employees cancontinue working with a peace of mind for many years.

Health insurance card(sample)Trusco Nakayama
Health Insurance
Association website

Basic Information on Health Insurance Association（as of December 31, 2023）

No. of insured
persons

1,630
2,875 Part-time employees: 1,213
Voluntary *:32

No. ofdependents

1,527

Total

4,402

2023

Periodic health check-up rate*1

100.0%*2 100.0%*3

Secondary health check-up rate

87.9%*2

Full-time employees:

84.4%*3

Stress check inspection rate

100.0%

100.0%

Smoking rate (all employees)

13.7%*2

14.5%*3

No. of SAS screening test takers

71

172

*1. Set a consultation period from April to end of September, and conduct medicalor mini-doctorial check-ups. 100% of employees are receiving medical
examinations.
Medical check-up: Eligible employees and dependent spouses aged 35 and older
Mini-doctorial check-up: Eligible employees, dependent spouses, and part-timers(TRUSCO health insurance) aged 35 and below*2. Figures are calculated from March 2021 to March 2022.
*3. Figures are calculated from March 2022 to March 2023.

Non-Smoking Policy at TRUSCO
Trusco Nakayama contributes to the social developmentby providing safe and healthy workplaces for employees
as part of its corporate responsibility, and by continuing toengage in dynamic corporate activities. The policy requires
all directors, managers, candidates for managers, and new
employees who wish to join us to be smoke-free.

Trusco Nakayama Health Insurance Association(From left) Staff Ryoko Nakamura, Manager Akiko Tani

Dependency ratio:

0.53(National average of health insurance: 0.71）*Voluntary continuation is a system whereby a person who retires loses his/hereligibility for health insurance coverage from the following day, but can continue tobe insured by the insurance association if certain conditions are met.

Human Rights Concerns
Respect for human rights of those with whom
we are connected
We engage in business activities with our belief thatbusiness must serve people and society, and declare ourcorporate philosophy as our mission is to contribute tosociety through corporate activities and to realize thehappiness of the people with whom we are connected. Inline with our belief and philosophies, we have been
implementing measures such as
prohibiting non-regular employment
困ったときのin principle, health management, and相談 窓 口
the establishment of Business Partner
Hotline (a supplier reporting hotline).
Through our business activities, weare committed to the well-being of
those with whom we are connected
and to respecting human rights.
気になっていること、モヤモヤしていること
話してみようIn addition to an internal hotline for
employees, we have also established a
supplier reporting hotline, which can beused in the event of a human rights issue.
Health care Section (Tokyo Head Ofﬁce)
Public Health Nurse Masako Amakawa

Health care Section (Osaka Head Ofﬁce)
Public Health Nurse Kiyomi Yamada

Convocation Notice of the 61st Annual Shareholders’ Meeting25

The Nakayama Visually Impaired Welfare Foundation

Society

Giving Back to Society through the Nakayama visually impaired welfare foundation
The Nakayama visually impaired welfare foundation was established in 1997
in response to the will of wanting to serve visually impaired people by
Kiyoko Nakayama, the mother of Tetsuya Nakayama (President of thefoundation), who was born with optic nerves damaged by a forceps delivery.
It later became a public interest incorporated foundation in 2010. The basic
property shall be shares of Trusco Nakayama Corporation, and thefoundation does not receive donations or support from outside and does its
own management. We continue Giving Back to Society through the
Nakayama visually impaired welfare foundation.

Managing the foundation using stock dividends
The foundation was established by the Nakayama Family with four million
shares of Trusco Nakayama Corporation stock and $3 million in cash. In
addition, the Nakayama Family donated an additional one million shares ofTrusco Nakayama Corporation stock in 2021. The foundation operates its
business with the dividends from the shares.
Number of Shares of Trusco Nakayama Corporation Stock Held by the Foundation
4.35 million shares (as of December 31, 2023)(2022)
Guide dogs
Gaia

(2022)
Guide dogs
Ekubo(2023)
Guide dogs
Enishi

Overview
Established

President
Address
Supportproject results

October 1, 1997
November 1, 2010.
Transition to a public interest incorporated foundation was made on
October 1, 2021
Japanese name of the Nakayama visually impaired welfare
foundation was changed. (English translation remains the same)
Tetsuya Nakayama
2-1-9 Mizuki-dori, Hyogo-ku, Kobe, Hyogo Prefecture 652-0802(3 min. walk from Shinkaichi Station)
TEL: 078-599-6140 / FAX: 078-599-6141
984,120,000 yen (cumulative total over 26 years until FY2022)

New Nakayama Memorial Hall
(completed on September 15, 2021)
Area of grounds: approx. 1,401 m²
Floor area: approx. 5,712 m²
Structure: 1 underground level, 5 ﬂoors above
ground, equipped with isolation system

List of Ofﬁcers and Board of Directors for the Nakayama visually impaired welfare foundation (listed in alphabetical order)
President
TetsuyaPresident of TRUSCO NAKAYAMA Corporation
Nakayama
Senior Director
Representative Director of NR Holdings Co., Ltd.
Saori
Registered as Certiﬁed Public Accountant
Nakayama
Managing Director
AtsushiManaging Director
MatsumaeDirector
TakujiPresident of AS ONE Corporation
Iuchi
Norio
President of Zojirushi Corporation
Ichikawa
Tatsuya
Otsuka
Kohei
Goto
Osamu
Tsujimoto
Teruo
HashimotoKenji
Furuhashi
MasahikoMori
Naoyuki
Yamamoto
Auditor
Kohei
NomuraKazumasa
Murai

26

President & Chief Executive Officer of Earth
Corporation
Chairman of SANKO Co., Ltd.
President of TSURUMI MANUFACTURING Co. Ltd.
Chairman of Nippon Lighthouse Welfare Center
for The Blind

Councilor
YusukeSarayaTomihiro
Takamatsu
Yuko
Nakayama
Rie
Nakayama
Motonobu
Nishimura
Yuki
Noumura
Junji
Hada
NaotaroHikidaKunio
YamadaYoshiaki
Yamamoto
Teiji
WakitaPresident and Representative Director of
Saraya Co., Ltd.
Former Chairman of DyDo GROUP HOLDINGS INC.
Representative Director of NS Holdings Co.,
Ltd.
Assistant Professor of Department ofOtolaryngology, Graduate School of
Medicine, Keio University
President and Representative Director of
Taiyo Kogyo Inc.
President of TRUSCO NAKAYAMA Corporation
Chairman of ELECOM Co., Ltd.
President and Representative Director of
Kohnan Shoji Co.,Ltd.
Chairman of Rohto Pharmaceutical Co., Ltd.
President of Social welfare corporation Rokko
kakujuen
President and Representative Director of
Wakita & Co., LTD.

President and CEO of Hosiden Corporation
President of DMG MORI CO., Ltd.
CEO and Chairman of Yamamoto Kogaku Co.,Ltd.

Attorney at Nomura & Partners
Certiﬁed Public Accountant and Tax Accountant at
Murai Certiﬁed Public Accountant Ofﬁce

Convocation Notice of the 61st Annual Shareholders’ Meeting

Senichi Hoshino (former Nippon Professional
Baseball manager), who passed away on January 4,
2018, served as director from June 2017 to January
2018, and contributed to the development of thefoundation.

Utility project 1
Nakayama Memorial Hall facilities leasing business
At Nakayama Memorial Hall, 13 non-proﬁt organizations
cooperate with each other to provide total support to a large
number of visually impaired persons.

Utility project 2
Grant project for support groups for visually impaired
people and individuals

Spacious reception hall

Sunny balcony

Main conference roomLow vision ﬂoor
Convenient aids for the blind and visually
impaired are available

The foundation provides grants to groups for visually impaired
people and support groups in ﬁnancial difﬁculty, and provides
scholarships free of charge to university students and others.

1 Subsidized project■

The foundation provides grants to organizations for thevisually impaired people and support groups, and volunteer
groups.

2 Scholarship grant program■

The scholarship provides visually impaired university students
with a strong desire to study with a monthly stipend ranging
from 30,000 to 60,000 yen free of charge, helping to create anenvironment in which they can concentrate on their studies
until graduation. Graduate students (master's degree program)receives the same amount of scholarship every month withoutcharge from 2022.

Utility project 3
Support activities for social participation activities forvisually impaired people
People with disabilities spend every day like people without
disabilities, and the foundation supports the participation ofvisually impaired people in society, aiming to establish theconcept of normalization, whereby everyone can work
together with vigor and enthusiasm.

1 Hyogo Prefecture Visually■
Impaired People Music
Festiva Project
Nakayama/KLC Concert

A classical concert started forthe purpose of providing
many visually impaired
people with opportunities toperform.
Kobe Light Center (KLC)

4 Music performance project Nakayama Wonderful Festa■
This is a concert that visually impaired people can attend withwheel-chairs and guide dogs which allows them to enjoy theconcert free from worry. Some of our employees haveparticipated in this event.

Nakayama Wonderful Festa in 4 years

The audience enjoyed Lovely ♡ Concert by Iruka &Hiromi Ohta (postponed for 4 years due to COVID-19).
1,740 people attended on the day.
Past performers (honoriﬁcs omitted)#16 2013 Mariko Takahashi#17 2014 Sayuri Ishikawa#18 2015 Yoshimi Tendo#19 2016 Masahiko Takeuchi and Kaientai#20 2017 Masashi Sada
#21 2018 Aki Yashiro#22 2019 Tomomi Nishimoto & IlluminArt Philharmonic Orchestra
Narrated by Yoshiko Sakuma#23 2023 Iruka & Hiromi Ohta
Note: Concerts were not held from 2020 to 2022 due to the Covid-19 pandemic.

Former scholarship student Hiromi Maekawa
performing in a concert

2 Lending business for■
guide dogs

We commission the trainingof two guide dogs per year
and lend them to the visually
impaired as Nakayama Go
guide dogs. As of 2023 wehave loaned 46 dogs.

Nakayama Wonderful Festa #23(Iruka & Hiromi Ohta)

Audience of many people

5 Accompanying aid workers (guide helpers)■
education training project

Training sessions are held six times a year with the aim ofincreasing the number and improving the quality ofcompanionship support employees (guide helpers).
Guide dog lending ceremony held during the23rd Nakayama Wonderful Festa

3 Personal computer■
course project

Courses are divided into
beginner, Internet, Microsoft
Ofﬁce, iPad experience, andvoice PC experience courses
to teach basic computer
usage and Internet
operation.

6 Barrier-free movie screening project Nakayama UD■
Film Festival

Sponsored by the Nakayama visually impaired welfare
foundation, the Nakayama UD Film Festival features audio
commentary and Japanese subtitles for ﬁlms screened.
(UD...Universal Design)

Proﬁt-making business (Real estate leasing business)
A section of the Nakayama Memorial Hall has been used toprovide real estate leases (ofﬁce leasing, etc.) since November
2021.
Convocation Notice of the 61st Annual Shareholders’ Meeting
Computer course27Corporate Governance Governance system
For the embodiment of“TRUST COMPANY”“TRUST COMP

Corporate philosophy▶

■

Existencephilosophy,” a company trusted

■
■

▶

■

Management
philosophy

■
■

■
■

Behavioral philosophy▶

A company that earns trust

Governance Structure
General Meeting of Shareholders
Features of the General Meeting of
Shareholders

Top-Level Parties Conference(Board Meeting)Board of Auditors

Composition

Composition

4*

portion of the Q&A items, and the rquestionnair

6

Board of Directors’ Meeting(Management Conference)

Board of Directors

Management Conference

Composition

Composition

Partner Zentaku
HotlineAccounting Auditor

4

Lawyer Hotline
Legal Advisors*

Executionof duties

Central Health and
Safety Committee

Sustainability
Committee

Representative Director
and President“Fir

Sustainability
Promotion Section
Safety Committee
Health Committee

Compliance,” an

Audit/guidanceInternal Hotline

Cross-departmental personnel transfers
Corporate Management
Division

Digital Strategy
Division

Product Division

Note: Part-time auditors are outside corporate auditors.

28

Convocation Notice of the 61st Annual Shareholders’ Meeting

Sales Division

Distribution Division

Top-Level Parties Conference (Board Meeting)Open Judge System (OJS; 360-degree evaluation)
Objectives

Consisting of only executives (excluding Outside Directors andPart-time Auditors), our Board of Directors Meetings deliberateand share the directions of the Company.

Establishment of Outside Directors (Board Brain)“strengths,” “weaknesses,”
expected of them,” leading to behavioral r

▶

“what

45

Interview video

Zentaku Hotlines

Category Frequency

Description“Zentaku Hotlines”

Zentaku Hotlines
Evaluation system operation method

Sustainability Committee“Fire Lookout Tower” electronic auditing system
industry’“Shushazentaku” education
Board of Directors’ Meeting (Management Conference)

Features of the Conference

Zentaku

TRUSCO Zentaku Book,

History of National Tax Investigations and additional penalties
Beginning in 2024, the Company has disclosed the history of this investigation and the amount of additional tax
collections as a key governance indicator.
There have been no national tax audits or claims for additional amounts since the 54th term (2016).
Surveyed term
Surveyed term
Total taxes paid

(corporate tax,
consumption tax, etc.)

Additional penalties

44th term (2007)
43rd-44th term (2 years)

47th term (2010)
43rd-47th term (5 years)

54th term (2016)
53rd term (1 year)

842.5 million

1,893.8 million

657.5 million

9.37 million

19.68 million

0.78 million

Convocation Notice of the 61st Annual Shareholders’ Meeting

29

Business Risks
Business Continuity Plan (BCP)

Information security

As a PRO TOOL supplier, we have a system in place
to ensure that our business activities will not be
halted in the event of a disaster or emergency.
（1）Risk diversiﬁcation by maintaining productinventories in various locations all over Japan・With 28 distribution centers of various sizes
located throughout Japan, it is a corporate
mission to fulﬁll our responsibility to supply
products under any circumstances.
・29 sales branches also hold inventories.
・This system is designed to maximize the use of
inventory to contribute to support for disasterareas.

▶See page12, 13（2）Emergency supply routes secured
・A system has been established in which an
existing supply route will be automaticallysupported by other locations if it is disrupted
by a disaster.
（3）A structure capable of contributing to support
for disaster areas in case of a disaster・Aiming to support for disaster areas, a system
has been established whereby branches areoperated regardless of weekends, holidays,
and long vacations, with operating standards
formulated after conﬁrming the safety of
employees.
・Customers are provided with emergency
contact information in advance in case of adisaster and are prepared for emergency
measures.

・Branches holding inventories also stock
disaster recovery relief supplies.

Disaster countermeasures at company buildings
Even during disasters, we are prepared for every
risk and take a multifaceted approach to fulﬁll our
responsibility to deliver products to our customers.
（1）Seismic isolationequipment isinstalled at Tokyo
Head Ofﬁce, Planet
Osaka, Saitama, andSouth Kanto. New
distribution centers
to be built in the
future, such as
Seismic isolation equipment at Tokyo Head Ofﬁce
Planet Aichi andNiigata, which are
currently underconstruction, will beequipped withseismic isolation
systems as standard.
（2）An emergency
power generator isinstalled at Tokyo
Head Ofﬁce,
350Kva emergency power generator
allowing the main
systems to operate
for half a day evenduring a power
outage.
（3）All major machineryand equipment,such as data centers,
are located on thesecond ﬂoor orabove to prepare for One-meter-high water shutter
any possible risk.
（4）One-meter-high water shutter is owned by Tokyo
Head Ofﬁce to prevent ﬂooding.
（5）Two communication lines have been set up sothat operations will not be interrupted. If one
line is interrupted, the other line is connected
to keep operations running.

30

Convocation Notice of the 61st Annual Shareholders’ Meeting

Information security measures for a stable supply of
PRO TOOLs
In order to ensure a stable supply of products to
manufacturing sites all over Japan and to expand
transactions, continuous operation and improvementof information security measures are essential. As acompany certiﬁed as a DX Stocks, we aim to establish
company-wide awareness of information security risks
and information security-conscious behavior, and toachieve information security standards for supply
chains, not only through Information Systems Division,
but also as a company-wide effort.
Attacks on
websites
Hacking
Data
Computervirus

Protection

Detection

Treatment

SPAM mailInternal fraud

Management system for information security risks
We regard the information security risk posed by high-speed
and dense data sharing throughout supply chains as one ofour management issues, and are addressing the threat to
information security not only from institutional andtechnical perspectives, but also by establishing anorganizational framework that includes employee training.
Optimal data placement and authorization settings are
implemented in consideration of the possibility of personalor corporate information leakage.

Board of Directors Meeting（Management Conference）
Approval
Reporting

Sustainability Committee■Chairman of the Committee:
Director and General Manager of the Business
Management Department■Committee Roles

1. Establishment of Sustainability Promotion Activity Policy
and promotion of sustainability-related activities

2. Assessment and management of sustainability-related r
isks

3. Monitoring of progress based on material issues and KPIs

Subcommittee forCompliance Risk

Subcommittee for
Personal Data
Protection Promotion

Computer Security
Incident Response Team(CSIRT)

tS
licies of t

Employees
Number of employees with disabilities

Number of employees
Category
Female employees
Male employees
Part-time employees
Total and average2022
No. ofemployees*2023
No. ofemployees*

YoYchange

577
1,062
1,305
10
2,954

589
1,072
1,370
12
3,043

+12
+10
+65
+2
+89

Average
Average years ofage
service

33.2
43.4
53.2
59.6
46.0

9.7
18.5
6.6
17.2
11.0

No. of employees withdisabilities
Required number of
employees with disabilities
based on the mandatory
employment rate*1
Rate of employees withdisabilities (%)*2
Mandatory employment
rate

2019

2020

2021

2022

2023

66

66

67

67

74

51

50

55

62

64

2.9

2.9

2.8

2.7

2.8

2.2

2.2

2.3

2.3

2.3

Matters concerning stock of the Company
Status of shares

Top 10 largest shareholders
No. of Shareholding
shares held
ratio
(thousand(%)
shares)Name

Number of shareholders
14,798(down 668 yoy)
Number of shareholders with voting rights
13,534(down 902 yoy)

Share composition by shareholder and shareholder distribution
Number of shares 66,008,744
Treasuryshares0.10%（

67,493
1

Japanesecompanies

37.72%

24,899,803
535

Banks andIndividuals
Foreignand others companies, etc.

25.26%

16.33%

16,676,402
54

20.58%

10,777,920 13,587,126
13,995213）（ 5 yoy ） （ 1 yoy ）（653yoy ）（）

Number of shareholders: 14,798

1 NS Holdings Corporation

7,918

12.00

The Master Trust Bank of Japan, Ltd.
2 (Trust account)

7,675

11.63

3 Custody Bank of Japan, Ltd. (Trust account) 5,342

8.10
6.59
5.23
3.57
3.03
2.07
1.75
1.73

4 The Nakayama Visual Welfare Foundation 4,350

3,450
2,358
2,000
1,370
1,154
1,146

5 Daido Shoji Co., Ltd.
6 NR Holdings Corporation
7 NF Holdings Corporation
8 Tsutomu Otsu
9 Government of Norway
10 Hiroyuki Otsu

Note: Shareholding ratio is the ratio of shares held to the total number of issued
shares (excluding 67,493 treasury shares) outstanding as of the last day of
the ﬁscal year under review.

Dividend of surplus and dividend calculation standard

Dividend calculation standard

Dividend policy
The Company carries out business activities and capital investment
for the purpose of being of service to the manufacturing industry
in Japan to achieve sustainable growth and thereby intends tomaximize the return to its shareholders. As for the distribution of
proﬁt, the Company s basic dividend policy is to pay
performance-linked dividend at a consolidated payout ratio of 25%
based on net income attributable to owners of parent, provided
that the Company s proﬁt has exceeded a certain thresholdsubject to a lower limit to secure stable dividend.

TRUSCO Zentaku Dividend

Newly established (2023)

The Company introduced a new dividend system, TRUSCO Zentaku
Dividend, effective from the ﬁscal year ended December 31, 2023,
based on the concept of Shushazentaku to overcome the dichotomy
between positive investment in digital and distribution andshareholders expectations for dividends. According to the above basic
dividend policy, in case the determined annual dividend per share isless than the annual dividend per share for the previous term, a portionof depreciation for the relevant term (depreciation x 10% maximum) will
be added to net income attributable to owners of parent, and thedividend will be paid with a consolidated payout ratio of 25%.

Treatment of the impact of special factors,
such as the sale of real estate or shares
In a term in which net income attributable to owners ofparent has ﬂuctuated signiﬁcantly due to the sale of realestate or shares not directly related to business activities
or other special factors, their impact is excluded in thedetermination of dividend amount.

25％
Notes: 1. The ﬁgures in parentheses ( ) indicate the calculation standard forthe ﬁrst two quarters of the year.
2. For the purpose of this calculation, any fraction less than 1 yen will
be rounded up in increments of 0.50 yen. (0.01 - 0.49 yen will be
rounded up to 0.50 yen and 0.51 - 0.99 yen to 1.00 yen)
3. In a term in which net income attributable to owners of parent has
ﬂuctuated signiﬁcantly due to the sale of real estate or shares notdirectly related to business activities or other special factors, theirimpact is excluded in the determination of dividend amount.
4. In case the determined annual dividend per share is less than theannual dividend per share for the previous term, a portion ofdepreciation for the relevant term (depreciation x 10% maximum)
will be added to net income attributable to owners of parent, and thedividend will be paid with a consolidated payout ratio of 25%.

Annual dividend per share and net income per share●

Net income per share

Annual dividend per share※

121.4330.50

2020

140.02※
35.50

2021

159.11

40.00

2022

184.45※195.11※
Net income
per share

46.50

49.00

2023

Fiscal year
under review
2024
Plan

Annual dividend
per share*Net income per share recalculated after taking into account special factors.

Convocation Notice of the 61st Annual Shareholders’ Meeting31

or orDirectors and Corporate Auditors(as of December 31, 2023)
Position

Name

Overall business of the Company

At the close of
the 61st Annual
Shareholders
MeetingKazuo Nakai

Head of Sales Division
Executive in charge of TRUSCO Nakayama
Corporation (Thailand) Limited
Executive in charge of PT. TRUSCO NakayamaIndonesia

At the close of
the 61st Annual
Shareholders
Meeting

Atsushi Kazumi

Head of Corporate Management Division,
Head of Digital Strategy Division

At the close of
the 61st Annual
Shareholders
MeetingHead of Distribution Division

At the close of
the 61st Annual
Shareholders
Meeting

Tatsuya Nakayama

Head of Product Division

At the close of
the 61st Annual
Shareholders
Meeting

Kenichi Saito

Representative Director, ForeSight & Company
Representative Director, the Society for
Problem-Solving Proﬁciency

At the close of
the 61st Annual
Shareholders
Meeting

Kuniaki Hagihara

Senior Advisor, Hagihara Industries Inc.
Senior Advisor, Toyo Heisei Polymer Co., Ltd.
Outside Director, Wavelock Holdings Co., Ltd.

At the close of
the 61st Annual
Shareholders
Meeting

Takako Suzuki

Chairperson, S.T. Corporation
Director, Shaldan Co., Ltd.
Outside Director, King Jim Co.,Ltd.

At the close of
the 61st Annual
Shareholders
Meeting

Representative
Director and Tetsuya Nakayama
President

Director

Director

Director

Director

OutsideDirector

OutsideDirector

OutsideDirector
Full-time
Corporate
Auditor
Part-time
Corporate
Auditor
Part-time
Corporate
Auditor
Part-time
Corporate
AuditorResponsibilities and important concurrent posts

Hideki Naoyoshi

At the close of
the 63rd Annual
Shareholders
Meeting

Hiroaki Imagawa

Hiroho Kamakura

Part-time Corporate Auditor,
Yushin Precision Equipment Co., Ltd.
Part-time Corporate Auditor, SymEnergy Inc.

At the close of
the 61st Annual
Shareholders
Meeting

Yoritomo Wada

Part-time Corporate Auditor,
Nippon Shokubai, Co., Ltd.
Part-time Corporate Auditor, Sekisui House, Ltd.

At the close of
the 64th Annual
Shareholders
Meeting

Ken Hineno

Representative Director, Actionlearning Co., Ltd.
Representative, Hineno Certiﬁed Public
Accountant Ofﬁce
Representative Partner, Hineno Accounting Ofﬁce

At the close of
the 64th Annual
Shareholders
Meeting

Notes: 1. Pursuant to Article 19 of the Articles of Incorporation of the Company, the term of ofﬁce of a director is one year.
2. Full-time Corporate Auditor Akira Takada resigned at the close of the 60th Annual Shareholders Meeting held on March 24, 2023.
3. The following items of Business Report are posted on the Company s website IR Information > Shareholders Meeting and therefore notincluded in the documents to be delivered to shareholders who have requested them in a paper-based format: [Matters concerning theCurrent Situation of the Corporate Group (Major Lenders)], [Matters concerning Company Executives (Major Activities of Outside Ofﬁcers for
the Current Fiscal Year, Matters concerning the Independence of Outside Ofﬁcers, and Special information about Outside Ofﬁcers)],[Situation of Accounting Auditors], [Systems and Policies of the Company (The System to Ensure the Propriety of the Company's Operations
and the Operation Status of the System, Basic Policy concerning the Control of the Company, and Policy concerning the Decision of
Dividends from Surplus)]

32

Convocation Notice of the 61st Annual Shareholders’ Meeting

Other electronic
provision
measuresmatters

Amounts of Remuneration, etc. of Directors and Corporate Auditors
Policy for determining the remuneration, etc.
of Directors and Corporate Auditors① Fixed remuneration② Officers’ bonuses

Position

Upper limits
of officers’
remuneration

Ranges of remuneration① Fixed remuneration② Officers’ bonuses（① +②）

Total amounts of remuneration, etc. of
Directors and Corporate Auditors for the
fiscal year under review（）

Notes: 1. As per the resolution passed at the 56th Annual Shareholders Meeting held on March 8, 2019. The number of Directors at the close of the meeting was 9(including 2 Outside Directors).
2. As per the resolution passed at the 58th Annual Shareholders Meeting held on March 18, 2021. The number of Corporate Auditors at the close of the meetingwas 4 (including 3 Outside Corporate Auditors).
3. The ofﬁcers retirement beneﬁt program was transitioned to ﬁnancial bonds in 2004. An amount equivalent to 10% of ofﬁcers bonuses is paid in monthly
installments.
4. The total amount of ofﬁcers remuneration paid for the ﬁscal year under review is equivalent to 1.1% of net income attributable to owners of parent.
5. The table above includes a Corporate Auditor who resigned at the close of the 60th Annual Shareholders Meeting held on March 24, 2023.

Convocation Notice of the 61st Annual Shareholders’ Meeting33

Organization Chart
As of January 1, 2024

AdvisorOutside Directors

AdvisorTakashi Nakai

Outside Director
Board Brain (BB)

Outside Director
Board Brain (BB)

Outside Director
Board Brain (BB)

Number of shares held:
4,800 shares
Representative Director,
ForeSight & Company

Number of shares held:
3,800 shares
Senior Advisor, Hagihara
Industries Inc.

Number of shares held:
2,500 shares
RChairperson, S.T.
Corporation

Kenichi Saito

Number of shares held:
32,200 shares
What is an Advisor?

The Company has establishedthe position of Advisor. The
Advisor is expected to give
advice to employees byusing his/her knowledge andexperience based on theachievements he/she has
accumulated at the Company.

Representative Director and President

Kuniaki Hagihara

Takako Suzuki

Board Brain (BB)?

At TRUSCO Nakayama, we call outside directors “Board Brains.” This alludes to ourhope that they will provide advice and support based on their abundant experience andknowledge, and contribute to the Company’s development.

Representative
Director and President

Tetsuya Nakayama

Number of shares held:
61,100 shares
Related party Number of shares held
Representative Director, The Nakayama Visual Welfare Foundation:
4,350,000 shares
Corporate Auditor, NS Holdings Corporation:
7,918,632 shares
Corporate Auditor, NR Holdings Corporation:
2,358,488 shares
Representative Director and Chairman, NF Holdings Corporation:
2,000,000 shares

Head of Corporate Management Division/Digital Strategy Division

Head of Product Division

Director
Head of Corporate
Management Division,
Head of Digital Strategy Division

Director
Head of Product Division

Tatsuya Nakayama

Atsushi Kazumi

Number of shares held:
4,100 shares

Number of shares held:
8,400 shares

Corporate Management Division
Management
Planning
Department

Personnel
Department

Administration
Department

Accounting
Department

Information Systems Department
DigitalPromotion
Department

Management
Planning
Department

Product DivisionTokyo ProductDepartment

Osaka ProductDepartment

Newly appointed

Sales Planning
Department / e-Business
Sales Department

Newly appointed

General Manager, General Manager,
Corporate Planning Personnel
Department
Department

Mayumi Takada Masato Otani

Executive Officer
General Manager,
General Manager, Administration Accounting
Department and Section
Department
Manager, Property Section

Mikio Adachi

Atsushi Shimozu

Tokyo Management
SectionOsaka Management
Section
Property Section
TRUSCO Resort andSpa Hakone
Kyoto Kaguraoka
Rengetsuso
TRUSCO Resort and
Spa Karuizawa(27 full-time and 10
part-time employees)

Accounting
SectionFinance Section(19 employees)

Number of shares held: Number of shares held: Number of shares held: Number of shares held:
2,000 shares
2,400 shares
2,700 shares
1,700 shares
Corporate
Personnel Section
Planning Section
HR Support
Secretarial Section Section
PR/IR Section
Recruitment
Sustainability
SectionPromotion Section Human Resource(13 employees)
Development
SectionHealthcare
Section(22 employees)

Executive Officer
General Manager,
Information Systems
Department

General Manager,
Digital Promotion
Department

Executive Officer
General Manager,
Osaka ProductDepartment

General Manager,
Overseas ProductDepartment

Fumiaki Matsubara Koshiro Aoyama Takeshi Yajima

IT Planning Section Digital Promotion
SystemSectionManagement
UX Platform
SectionDevelopment
Infrastructure/
OfficeNetwork(10 employees)
Management
Section
Data Management
Section(37 employees)

Tokyo NB Product Osaka NB Product Overseas
SectionSectionPurchase Section
Tokyo PB Product Osaka PB Product Germany OfficeSectionSectionTaiwan Office
PB Product Design PB Quality
Thailand OfficeSectionAssurance Section (16 employees)
Tokyo Supplier
Stock
Development
Management
SectionSection(44 employees)
Osaka Supplier
Development
Section
Product DB
Platform
Development
OfficeOrange Book
SectionOrange Book.com
SectionCustomer
Consulting Office(72 employees)

Number of shares held: Number of shares held:
4,400 shares
1,400 shares

Manager

Akiko Tani
(2 temporarilytransferred
employees)(93 employees in total)*

General Manager,
Tokyo ProductDepartment

Takayuki Kimura Masaya Okada

Trusco Nakayama Health Insurance Association(47 employees in total)

Figures in parentheses ( ) indicate the number of employees as of January 1, 2024.
* The total number of employees at each division includes the number of temporarily transferred employees.

34

Overseas
Product
Department

Convocation Notice of the 61st Annual Shareholders’ Meeting

Number of shares held: Number of shares held: Number of shares held:
1,200 shares
2,900 shares
1,400 shares(133 employees in total)

Executive Officer
General Manager, Sales
Planning Department ande-Business Sales Department

Masashi Yamamoto

Number of shares held:
3,000 shares
Sales Planning
SectionMarket Price
Research Office
Naojiro Section
MRO Stocker
Promotion Section(14 employees)
Internet Sales
Tokyo
Internet SalesOsaka
MRO SupplyTokyo(56 full-timeand 5 part-time
employees)

General Meetingof Shareholders

Board of Corporate
Auditors

Board ofDirectors

Corporate Auditors

Corporate Auditor Candidates

Representative Director
and PresidentInternal Auditing
Office(3 members)

Sustainability
Committee

Full-time Corporate
Auditor

Part-time Corporate
Auditor

Part-time Corporate
Auditor

Part-time Corporate
AuditorFull-time Corporate
Auditor candidate

Number of shares held:
20,000 shares

Number of shares held:
5,300 shares

Number of shares held:
1,000 shares

Number of shares held:
10,000 shares

Number of shares held:
5,500 shares

Hiroaki Imagawa

Central Health and
Safety Committee

Hiroho Kamakura

Yoritomo Wada

Ken Hineno

Kiyonori Unto

Full-time Corporate Auditor Hiroaki Imagawa will retire as full-time Corporate Auditor at the S c h e d u l e d t o b e o f f i c i a l l yappointed as a full-timeclose of the 61st Annual General Shareholders’Meeting to be held on March 28, 2024.

Corporate Auditor upon
resolution at the 61st Annual
General Meeting of Shareholders
to be held on March 28, 2024.

Head of Sales Division

Head of Distribution Division

Director
Head of Sales Division

Director
Head of Distribution Division andGeneral Manager of Distribution
Safety Promotion Department

Kazuo Nakai

Hideki Naoyoshi

Number of shares held:
8,600 shares

Number of shares held:
7,400 shares

Sales Division

Distribution Division
Home
Center Sales
Department

Factory Sales Department

Overseas
Department

Distribution
Reorganization
Department

Distribution
SafetyPromotion
物流改革部
Department

Distribution Department

Newly appointed

Executive Officer
General Manager,
Factory Sales
Department East Japan

General Manager,
Factory Sales
Department Tokyo
Metropolitan Area

Atsuhiro Yamanaka Yoshiki Kimura

General Manager,
Factory Sales
Department Chubu
Japan

General Manager,
Factory Sales
Department Kinki

General Manager,
Factory Sales
Department WestJapan

General Manager,
Home Center Sales
Department

Yutaka Yoneda Toshiharu Sakai Masatoshi Fujita Shu Matsui

General Manager,
Overseas Department
and Section Manager,
Overseas Sales Section

Norihiro Higashi

Number of shares held: Number of shares held: Number of shares held: Number of shares held: Number of shares held: Number of shares held: Number of shares held:
1,800 shares
1,100 shares
2,700 shares
1,800 shares
1,000 shares
800 shares
1,800 shares
Sapporo,Hachinohe,
Sendai, Akita,
Koriyama, Mito,
Utsunomiya,
Isezaki, Niigata,
Niigata-kita,
Okaya, Ueda
(142 full-timeand 24 part-time
employees)

Kashima, Omiya,
Satte, Chiba,
Matsudo, Tokyo,
Keihin, Atsugi,
Shizuoka, Fuji
(148 full-timeand 31 part-time
employees)

Toyama,Kanazawa, Fukui,
Hamamatsu,
Nagoya, Okazaki,
Komaki, Yokkaichi(119 full-timeand 27 part-time
employees)

Ryuo, Kyoto,
Osaka, HigashiOsaka, MinamiOsaka, Kobe,
Himeji(110 full-timeand 7 part-time
employees)

Yonago, Okayama,
HC Tokyo,
Hiroshima,
Fukuoka, HC
Fukuyama, Ube,
Osaka, Okinawa
Shunan, Tokushima, * Including two
Takamatsu,
branches underMatsuyama, Fukuoka, concurrent post
Kokura, Tosu,
at branches ofNagasaki, Kumamoto, the Factory Sales
Oita, Kagoshima,
Department
Okinawa(34 full-time(152 full-time and 30 and 1 part-timepart-time employees) employees)

Overseas Sales
Section* Liaison function
with overseas
subsidiaries(8 employees)*Overseas subsidiaries Officer in charge at TRUSCO NAKAYAMA Corporation: Kazuo Nakai
TRUSCO NAKAYAMA CORPORATION (THAILAND) LIMITED

PT.TRUSCO NAKAYAMA INDONESIA

Representative Director and President

Representative Director and President

22 employees(3 temporarily transferred
employees and 19 local employees)
Director: Norihiro Higashi

20 employees(3 temporarily transferred
employees and 17 local employees)
Corporate Auditor: Norihiro Higashi

Kazuaki Harada

General Manager,
Distribution
Reorganization
Department

Naoya Handa

Director, Head of Distribution General Manager,
Division and General Manager Distributionof Distribution Safety
Department East
Promotion Department
Japan

Hideki Naoyoshi Tomoya Kita

Takanori Hirayama

Number of shares held: Number of shares held: Number of shares held: Number of shares held:
3,100 shares
7,400 shares
1,200 shares
4,200 shares
Logistics Planning Distribution Safety
SectionPromotion Section
Delivery(2 employees)
Management
Section
Logistics Platform
Development
Office and P Aichi
Preparation Office(20 employees)

P Hokkaido, P
Tohoku, P North
Kanto, P Saitama,
P East Kanto,
P South Kanto,
Tokyo BUC
HC East Japan
Distribution
CenterUtsunomiya STC
Oyama STC
Omiya STC
(252 full-time and641 part-time
employees)

Yohei Takuno(914 employees in total)*

General Manager,
Distribution
Department WestJapan

P Tokai, P Nagoya,
P Shiga, P Osaka,
P Kobe, P Sanyo, P
KyushuHC West Japan
Distribution
CenterHC Kyushu
Distribution
CenterOkazaki STC
Toyohashi STC
East Osaka STC
Sakai STC
Nara STC
Okayama STC
Takamatsu STC
Hakata STC(293 full-time and641 part-time
employees)(1,804 employees in total)
P (Planet), BUC (Backup Center), and STC (Stock Center)are abbreviations for our distribution centers.

Convocation Notice of the 61st Annual Shareholders’ Meeting35Reference Materials for
Shareholders’ Meeting

TRUSCO Skills Matrix

The Company has expressed the skills matrix of directors in a T-form as shown below by combining the necessary management
skills and the Open Judge System (OJS; 360-degree evaluation), which we have used for some time. The Company believes that themost important skill expected of Representative Director and President is the ability to propose management strategies, measures,and systems. For this reason, the Company discloses management strategies, measures, and systems proposed by the
Representative Director and President as a senior management executive who aims to manage the Company in an ingenious andoriginal manner. For directors and auditors, in addition to the evaluation of their skills for 11 skill items based on their experienceand track record, the Open Judge System (OJS; 360-degree
evaluation), which has been firmly embedded in the Company
through many years of operation of the system, is utilized toOpen Judge System
Commonly used Skills
increase the fairness and objectivity of the evaluation. As for the(OJS; 360-degree
MatrixOJS on the Representative Director and President, voting results ofevaluation)
Main areas in which each personshareholders who attended the annual shareholders’ meeting each
Objective evaluation fromhas experience/track record andyear are disclosed as important evaluation indicators (OJS on themultiple perspectives
is expected to contribute
President).

Executive Evaluation System Based on Open Judge System(OJS; 360-degree evaluation)

Promotion

The Company has introduced an evaluation system that evaluates staff with an executive post of adepartment head or higher from multiple aspects. Voters (around 140 persons in the post of
Promotion
responsible person or higher) vote for each executive member based on the member’s daily attitude
toward work (4 points × 6 items: full score of 24 points). Promotion or demotion of the executive staff
member is decided based on the results of the votes as well as the member’s daily actions andremarks, judgment, problem-solving skills, etc.

Candidate for
executive
director

Demotion

Executive
officer
Demotion
Department headOpen Judge System (OJS; 360-degree evaluation) (4 points × 6 items: full score of 24 points)
Judgment grasping
the essenceManagement skills

Originality andcreativity

Problem-solving
abilityCommunication
ability“Shushazentaku”(Fairness, equitability,and honesty)

3.0

3.0

2.3

3.1

3.2

3.0

17.5

2.9

2.7

2.8

2.8

2.8

2.6

16.7

2.6

2.5

2.4

2.8

2.8

2.8

15.9

3.3

2.9

2.9

3.1

3.1

3.2

18.5

Total
(Year on year)→(△ 0.9)→(△ 1.3)→→(△ 1.0)(+0.1)

Directors
Kazuo Nakai
Director & General Manager
of Sales Department

Atsushi Kazumi
Director & General Manager ofBusiness Management Department,
General Manage of Digital Strategy
Department

Hideki Naoyoshi
Director & General Manager of
Logistics Department and General
Manager of Logistics Safety
Promotion Division

Tatsuya Nakayama
Director & General Manager
of Product Department

Kenichi Saito
Outside Director

Kuniaki Hagihara

Outside directors are not subject to OJS.

Outside Director

Takako Suzuki
Outside Director
Compliance

Sense ofmanagement andforesight

Objectivity, neutrality, Pointing out problems
common sense, andand proposing
knowledge
improvements

Communication
ability“Shushazentaku”(Fairness, equitability,and honesty)

Total(Year on year)

Auditors
Hiroho Kamakura
Part-time Auditor

Part-time auditors are not subject to OJS.

Yoritomo Wada
Part-time Auditor

Ken Hineno
Part-time Auditor

OJS for auditors is not conducted.

36

Convocation Notice of the 61st Annual Shareholders’ Meeting

Kiyonori Unto New
Full-time Auditor candidate

1. Composition of directors
Composition
Internalof officers
Outside* As of December 31,
2023

Percentage
of outside
directors

37.5％

2. Composition of auditors

3. Percentage of female officers
FemaleInternal

Internal directors

5Outside directors 3

Percentage
of outside
auditors

75％

Internal auditors

1

Outside auditors

3

Percentage
of femaleofficers

8％

OutsideRepresentative Director andPresident

Female

1

Male

11

Male

OJS on the President

Tetsuya Nakayama

Attendees of the 60th Annual Shareholders’ Meeting

Approval rate

Valid votes

Affirmative votes

Representative Director andPresident

142

97.8％

136

133

Management strategies, measures and systems proposed by Tetsuya Nakayama, Representative Director and President
Totally eliminating negotiable instruments, having assets on our own (inventories, real estate, vehicles), decisive management, logistics enhancement strategy, inventory building strategy,
measures to expand direct delivery to users, AI-based quotation system, unifying PBs as TRUSCO, name change to Orange Book, adopting the number of inventory items and inventory
shipping rate as KPIs, MRO Stocker, enhancement of “Niawase + Uchoku” (cargo matching + direct delivery to users), rival partnership strategy, performance-based dividend policy, freechoice type shareholder incentive program, proposing TRUSCO Unknown Gulliver, year-round stocking of seasonal products, closing Nara Factory, DOTKUL, Face Phone that allows forcommunication with TRUSCO at any time, ICHIOSHI Catalogue, COCOMITE, Orange Book Jr., product request advertisement, Yattemasen List, stocking “difficult-to-deliver products,”
OJS (Open Judge System), staff registry that includes face photos, Orange Doctor Examination, wine seminars, childcare leave program (3 years), vacation condominiums and sanatoriums
for employees, prohibiting non-regular employment of heads of household as a general rule, establishing Healthcare Section, annual payment of retirement allowance, establishing Trusco
Nakayama Health Insurance Association, establishing Marine Club, donation to Peshawar-kai, supporting Osaka Lovvits (women’s handball team), establishing The Nakayama Visual Welfare
Foundation, paid leave accumulation bank program, partial lifting of restrictions on PRO TOOL, enhancement of the childcare leave program for men, infertility treatment leave program,visualization of delivery lead times, seating chart and name cards with face photos, hourly rate on paycheck, in-house side job program (Hybrid Work Program), EV and carbon neutral
catalogue, environmental leaflet for individuals, provision of life-support extraordinary bonus, and adjustment of company holidays to calendar holidays(In 2023) TRUSCO Zentaku dividend, girls’ meeting for proposals, TRUSCO×3M demo truck, Manufacturers list by category of goods, users’ voices, disclosure of national tax investigations andthe amount of penalty taxes* Believing that the most important skill expected of Representative Director and President is the ability to formulate management strategies, measures, and systems, the Company discloses these skills.

Main areas in which each person has experience/track record
Corporate
management

Sales
Marketing

Product
development

●

●

●

●

●

●

●

●

●

●

●

●

●

●

●

●

●

●

Corporate
management

Sales
Marketing

Product
development

Logistics

Catalogue media●●

Finance /accounting

Personnel affairs
Human resources
development

●

●

●

●

●
●

●

●

●

●

Legal affairs
Riskmanagement

ESG
Sustainability

Global business

●

●

●

●

●

●

●

●

IT/digital

●

●

●

●
Logistics

Catalogue media●●
Finance /accounting

Personnel affairs
Human resources
development

IT/digital

Legal affairs
Riskmanagement

●

●

●

●

●

●
●

●

●

●

●

●

●

●

●

●

ESG
Sustainability

Global business

●

●

●

●

Convocation Notice of the 61st Annual Shareholders’ Meeting37

Proposal
No. 1
Candidate No.

1

なか* The candidates on

p38-43 have no special interest in the Company.

Election of Eight (8) Directors
The terms of office of all eight (8) directors will expire at the closing of the Meeting. Therefore, we would like to ask for yourapproval on the election of eight directors. The director candidates are as below.

We will achieve growth throughunrivaled services

Re-appointment
Internal

やま

てつ

や

Orders flow from inconvenient companies to convenient companies. We aim to become a platformer company for secondary
materials used in factories by further refining the industry’s
highest level of convenience. In addition to the highly appreciated “Niawase + Yushoku” and MRO Stocker, our service to allow
users to come directly to pick up products will help shortendelivery times, reduce freight, and solve logistics problems.

中山 哲也

Tetsuya Nakayama

Candidate’s profile
Date of birth
December 24, 1958 (65 years old)With the Company
42 years and 11 months
No. of Company shares held
61,100Attendance at Board of Directors’ meeting
100% (10/10 meetings)

Reason for nomination as a director candidate
Mr. Nakayama has been nominated as a director candidate, taking into
consideration the results of the OJS on the President, which is a voteby shareholders who attended the previous (59th) Annual Shareholders’ Meeting, as well as management strategies, measures, andsystems invented by him as Representative Director and President, as
important benchmarks.
No. of attendees

Approval rate

142

97.8％

No. of valid votes* Affirmative votes

136

133

* The number of valid votes does not include shareholders who did not vote on
the day of the Meeting (abstention) or those whose vote contents could not be
determined (invalid).

Candidate No.

2

なかInternal
かず

おJoined the Company
Director
Executive Director
Representative Director and Senior Executive
Director
December 1994 Representative Director and President (present)(Reference) The Company’s shares held by related parties of
Tetsuya Nakayama, Representative Director and President
The Nakayama Visual Welfare Foundation (President)
4,350,000 shares
NS Holdings Corporation (Auditor)
7,918,632 shares
NR Holdings Corporation (Auditor)
2,358,488 shares
NF Holdings Corporation (Representative Director and President)
2,000,000 shares

There are many challenges facing the MONOZUKURI (manufacturing)sites, such as environmental issues, the logistics 2024 problem, andlabor shortages. Because we have distribution channels in a wide
variety of business types and categories, we are able to promptly catchany problems of our customers. By solving such issues with ouroverwhelming inventory, logistic capabilities, and digital technology, we
will build solid relationships of trust with our customers.

中井 一 雄Kazuo Nakai

Candidate’s profile
Date of birthWith the Company
No. of Company shares held
Attendance at Board of Directors’ meeting

March 1981
October 1984
December 1987
December 1991

Building solid relationships of trustwith customers

Re-appointment

いBrief biography, status, responsibilities,
and important concurrent posts

July 7, 1969 (54 years old)
30 years and 11 months
8,600
100% (10/10 meetings)

Reason for nomination as a director candidate
The candidate has extensive business experience through working for
Sales Department, Logistics Department, and Business Management
Department. Based on the results of the OJS vote, as well as his efforts
at the Sales Department during the 61st period, he is expected tocontinue to contribute to swift and bold decision-making toward
improvement of sustainable corporate value of the Company.
Therefore, he has been nominated as a director candidate.

Brief biography, status, responsibilities,
and important concurrent posts
April 1993
April 2002
April 2004
April 2008
October 2008
April 2013
January 2017
January 2019
March 2019
October 2020

January 2021
January 2022

38

Convocation Notice of the 61st Annual Shareholders’ Meeting

Joined the Company
HC Niigata Sales Office Manager
HC Osaka Branch Office Manager
Personnel Section Manager
Manager of Personnel Section and Healthcare Section
General Manager of Corporate Planning Division
Executive Officer & General Manager ofCorporate Planning Division
Executive Officer & General Manager ofBusiness Management Department
Director & General Manager of Business
Management Department
Director & General Manager of Sales Department
Executive in charge of TRUSCO Nakayama
Corporation (Thailand) Limited (present)
Executive in charge of PT. TRUSCO NakayamaIndonesia (present)
Director & General Manager of Sales Department,
Home Center Sales Division, and Distribution Division
Director & General Manager of Sales Department (present)Election ofEight (8) Directors

Candidate No.

3

かず

Re-appointment
Internal

み

あつし

数見

篤

Atsushi Kazumi

Candidate’s profile
Date of birth
September 10, 1970 (53 years old)With the Company
30 years and 11 months
No. of Company shares held
8,400
Attendance at Board of Directors’ meeting
100% (10/10 meetings)

Reason for nomination as a director candidate
The candidate has extensive business experience through working for
Sales Department, Digital Strategy Department, and Business Management Department. Based on the results of the OJS vote, as well as his
efforts at the Business Management Department and Digital Strategy
Department during the 61st period, he is expected to continue tocontribute to swift and bold decision-making toward improvement ofsustainable corporate value of the Company. Therefore, he has been
nominated as a director candidate.

Looking to the future and present,
take action now
Along with the efforts to create new sysems and promote reforms forthe future, we will honestly face the challenge of solving issues forsustinable growth, putting our heart and soul into each of our action.
At the Company, we have many colleagues who share TRUSCO’s
ambitions and are willing to work hard and cooperate together. We
will focus on creating an environment in which each individual ismotivated and rewarded and can maximize his or her own abilities.

Brief biography, status, responsibilities,
and important concurrent posts
April 1993
April 2001
November 2002
April 2006
October 2010
October 2013
April 2014
January 2017
July 2017
January 2019
March 2019
October 2020
January 2021

Candidate No.

4

なお

Re-appointment
Internal

よし

ひで

き

直吉 秀樹

Hideki Naoyoshi

Candidate’s profile
Date of birth
December 7, 1971 (52 years old)With the Company
29 years and 11 months
No. of Company shares held
7,400
Attendance at Board of Directors’ meeting
100% (10/10 meetings)

Reason for nomination as a director candidate
Reason for nomination as a director candidate
The candidate has extensive business experience through working for
Sales Department, Digital Strategy Department, Business Management
Department, and Logistics Department. Based on the results of the
OJS vote, as well as his efforts at the Logistics Department during the61st period, he is expected to continue to contribute to swift and bolddecision-making toward improvement of sustainable corporate value of
the Company. Therefore, he has been nominated as a director
candidate.

Joined the Company
Tsuchiura Sales Office Manager
Kanazawa Sales Office Manager
Osaka Branch Office Manager
Manager of Catalog Media Section and DOTKUL Section
General Managers of e-Commerce Sales Division
General Manager of e-Business Sales Division
Executive Officer & General Manager in chargeof Internet Sales, e-Business Sales Division
Executive Officer & General Manager ofInformation Systems Division
Executive Officer & General Manager ofInformation Systems Department
Director & General Manager of Information
Systems Department
Director & General Manager of Business
Management Department, Digital Strategy
Department, and Digital Promotion Division
Director & General Manager of Business
Management Department and Digital Strategy
Department (present)

Focusing all efforts on strengthening thefunctionality of logistics capabilities
With an inventory of over 600,000 items, our ability to respond todiversifying transportation needs, such as direct delivery to users
and delivery by in-house delivery services, as well as the robustnessof logistics, are being tested. Imagining a future of ever-deepening
collaboration with our customers, we will overcome challenges tostay ahead of the curve as much as possible. There is no moreinteresting job than the challenge of meeting customer expectations.

Brief biography, status, responsibilities,
and important concurrent posts
April 1994
October 2003
April 2007
October 2010
October 2011
February 2013
January 2017
July 2017
March 2019
March 2021
April 2021
January 2023

Joined the Company
Amagasaki Sales Office Manager
Kokura Sales Office Manager
Chief of Company Auditors’ Office
Manager of Management Planning Section
General Manager of Information Systems Division
Executive Officer & General Manager ofInformation Systems Division
Executive Officer & General Manager of Logistics
Department
Director & General Manager of Logistics Department
Director & General Manager of ProductDepartment and Logistics Department
Director & General Manager of Logistics Department
Director & General Manager of Logistics
Department and General Manager of Logistics
Safety Promotion Division (present)

Convocation Notice of the 61st Annual Shareholders’ Meeting39Proposal
No. 1
Candidate No.

5

なかElection of Eight (8) Directors

Re-appointment
Internal

やま

たつ

や

中山 達也

Tatsuya Nakayama

Candidate’s profile
Date of birthAugust 4, 1985 (38 years old)With the Company
11 years
No. of Company shares held
4,100
Attendance at Board of Directors’ meeting
100% (8/8 meetings)

Reason for nomination as a director candidate
The candidate has extensive business experience through working for
Sales Department, Product Department, and Business Management
Department. Based on the results of the OJS vote, as well as his efforts
at the Product Department during the 61st period, he is expected tocontinue to contribute to swift and bold decision-making toward
improvement of sustainable corporate value of the Company.
Therefore, he has been nominated as a director candidate.

Candidate No.

6

さい

Re-appointment
Outside

とう

けん

いち

齋藤 顕一

Kenichi Saito

Candidate’s profile
Date of birth
November 15, 1949 (74 years old)
No. of Company shares held
4,800
Attendance at Board of Directors’ meeting
100% (10/10 meetings)
Years of service (at the closing of the Meeting)
8 years

Reason for nomination as an outside director
candidate and outline of expected roles
Mr. Kenichi Saito has experience in a company that conducts
business globally and has founded a management consulting
firm. He has been nominated as a candidate for outside director
for fair and objective guidance toward sustainable growth of theCompany and continuous improvement of its corporate value as
expected of him, based on his experience and knowledge as amanagement professional.

40

Convocation Notice of the 61st Annual Shareholders’ Meeting

Give shape to our aspiration to beof service to society
TRUSCO Nakayama’s corporate aspiration is “Business must
serve people and society.” Now is the time for us to “serve
society” as we face a mountain of social issues, such as climatechange, declining working-age population, and the logistics
2024 problem. We will lead the visualization and reduction of
CO2 emissions, automation and streamlining of operations, andcollaboration in logistics throughout the supply chain, thereby
giving shape to our aspiration.

Brief biography, status, responsibilities,
and important concurrent posts
April 2013
January 2018

Joined the Company
Branch Office Manager, Internet Sales Tokyo
Branch Division 1
September 2019 General Manager of Corporate Planning Division
and Accounting Division
April 2021
Senior Executive Officer & General Manager of
Product Department
March 2023
Director & General Manager of ProductDepartment (present)

Three abilities that make change
possible
In Japan, where the growth potential is declining, what is necessary is not learning from success stories but properly understanding what is happening in the marketplace. This requires theability to identify the necessary factual data and analyze what
they mean, the ability to elicit the issues that customers andfrontline workers are thinking about, and the observation ability
to discover opportunities from customer behavior. I think weshould continue to hone these abilities.

Brief biography, status, and important concurrent posts
April 1975
January 1996
March 2016
October 2017

Joined McKinsey & Company
Founded ForeSight & Company
President of ForeSight & Company (present)
Outside Director of the Company (present)
Founded the Society for Problem-Solving
Proficiency
Representative Director of the Society for
Problem-Solving Proficiency (present)

Criteria for appointment of outside directors and criteria for independence ofoutside officers ▶
P43

Election ofEight (8) Directors

Candidate No.

7

はぎ

Re-appointment
Outside

はら

くに

あき

萩原 邦 章Kuniaki Hagihara

Candidate’s profile
Date of birthAugust 19, 1953 (70 years old)
No. of Company shares held
3,800
Attendance at Board of Directors’ meeting
90% (9/10 meetings)
Years of service (at the closing of the Meeting)
8 years

Reason for nomination as an outside director
candidate and outline of expected roles
Mr. Kuniaki Hagihara has been nominated as a candidate foroutside director for his abundant experience and broad
knowledge as a manager in manufacturing, as well as his
expected contribution to swift and bold decision-making by the
management, in addition to supervisory functions and advice
from a shareholder’s/investor’s perspective toward sustainablegrowth of the Company and continuous improvement of its
corporate value.

Advice for honest thinking andactionWe must continue and develop our business amid the fast-pacedchanges in the business environment surrounding us, such as
infectious diseases that have covered the entire world and wars
over territories. In such an unpredictable time, what is good forpeople and for a company? What is in the best interest of ourcustomers? First and foremost, we must think and act honestly. I
will try to give advice to make sure that it is true.

Brief biography, status, and important concurrent posts
March 1976
Joined Hagihara Industries Inc.
December 1984 President of Hagihara Industries Inc.
January 2010
President & CEO of Hagihara Industries Inc.
President & Executive Officer
January 2016
Chairman of Hagihara Industries Inc.
March 2016
Outside Director of the Company (present)
June 2018
President of Toyo Heisei Polymer Co., Ltd.
June 2020
Outside Director of Wavelock Holdings Co., Ltd.
(present)
October 2021
Chairman of Toyo Heisei Polymer Co., Ltd.
January 2022
Chairman of Hagihara Industries Inc.
December 2022 Senior Advisor of Toyo Heisei Polymer Co., Ltd.
(present)
January 2023
Senior Advisor of Hagihara Industries Inc. (present)
Criteria for appointment of outside directors and criteria for independence ofoutside officers ▶
P43

Candidate No.

8

すず

Re-appointment
Outside

き

たか

こ

鈴木 貴子

Takako Suzuki

Candidate’s profile
Date of birth
March 5, 1962 (62 years old)
No. of Company shares held
2,500
Attendance at Board of Directors’ meeting
90% (9/10 meetings)
Years of service (at the closing of the Meeting)
4 years

Reason for nomination as an outside director
candidate and outline of expected roles
Ms. Takako Suzuki has been nominated as a candidate foroutside director for her abundant knowledge and broad insightin corporate management, as well as her expected contribution
to swift and bold decision-making by the management, in
addition to supervisory functions and advice from ashareholder’s/investor’s perspective toward sustainable growthof the Company.

Becoming a unique company innext-generation logistics
Having been involved in the management of consumer goods
manufacturers for many years, I always try to make decisions
from the user’s point of view. I will make every effort to give
proposals to help the Company further refine its unique businessmodel of customer-first product delivery by employing thestate-of-the-art logistics DX, solidify its infrastructure, including
human resources, to support it, and thereby make a leap to
become a unique, one and only company.

Brief biography, status, and important concurrent posts
April 1984
August 2001

Joined Nissan Motor Co., Ltd.
Joined LVJ Group Co., Ltd.
(now Louis Vuitton Japan Co., Ltd.)
Representative Director, Shaldan Co., Ltd.
April 2009
Joined S.T. Corporation
January 2010
Director & Representative Executive Officer andApril 2013
President of S.T. Corporation
Director, Shaldan Co., Ltd. (present)
May 2013
Outside Director of the Company (present)
March 2020
Chairperson of the Board & Representative
June 2021
Executive Officer and President of S.T.
Corporation
September 2022 Outside Director of King Jim Co., Ltd. (present)
June 2023
Chairperson of S.T. Corporation (present)
Criteria for appointment of outside directors and criteria for independence ofoutside officers ▶
P43

Convocation Notice of the 61st Annual Shareholders’ Meeting41

Proposal
No. 2

Election of Two (2) Auditors

Auditor Hiroaki Imagawa will resign at the closing of the Meeting. And the term of office of Auditor Hiroho Kamakura will expire
at the closing of the Meeting. Therefore, we would like to ask for your approval on appointing two new auditors. This proposal
has obtained the consent of the Board of Auditors. The auditor candidates are described below:

Candidate No.

1

うんWorking for the improvement of corporate
value and the growth of the Company

New
Internal

Full-time
と

きよ

のり

By making the most of my 37 years of experience, skills andknowledge with the Company, I will do my best in this new role.
To support the growth of the Company, I will base my audits onfairness and transparency, and will evaluate and check our risk
management processes to ensure that the organization iscredible and performing at its best.

雲戸 清則

Kiyonori Unto

Candidate’s profile
Date of birthWith the Company
No. of Company shares held

February 9, 1962 (62 years old)
37 years and 3 months
5,500

Reason for nomination as an auditor
Mr. Kiyonori Unto has extensive experience in serving as a senior
executive for many years, as well as thorough knowledge of theCompany’s business in general. He has been nominated as a full-time
Auditor candidate because he is expected to properly fill the role of the
full-time Auditor who will resign at the closing of this Meeting and help
strengthen the governance of the Company through his duties as an
Auditor.

Candidate No.

2

かまRe-appointment
Part-time Outsude

くら

ひろ

ほ

鎌倉 寛保

Hiroho Kamakura

Candidate’s profile
Date of birthJanuary 27, 1947 (77 years old)
No. of Company shares held
5,300
Attendance at Board of Directors’ meeting
80% (8/10 meetings)
Attendance at Board of Auditors’ meeting
86% (12/14 meetings)
Years of service (at the closing of the Meeting) 11 years and 8 months

Reason for nomination as an outside auditor
Mr. Hiroho Kamakura provides neutral and fair opinions on the Company's management and appropriately executes his duties as an outside
auditor based on his knowledge and insight and from an objective
standpoint as an outside auditor in addition to his broad knowledge
and deep insight in corporate management gained through his longexperience as a certified public accountant as well as his professional
knowledge of accounting.

42

Convocation Notice of the 61st Annual Shareholders’ Meeting

Brief biography, status, and important concurrent
posts
November 1986
April 2008
April 2011
April 2013
January 2019
January, 2022

Joined the Company
Okayama Branch Office Manager
General Manager of Factory Sales Division (East)
General Manager of Overseas Division
General Manager of Factory Sales Division andDistribution Division East Japan
General Manager of Factory Sales Division (East)

Contributing to improving
sustainable corporate value
An auditor is an independent organ acting under the entrustment of shareholders. The role of an auditor is to conduct audits
from a neutral and objective perspective to ensure the company’s healthy and continuous growth. As an outside auditor withlong years of experience as a certified public accountant, I
would like to actively contribute to improving sustainable corporate value of the Company.

Brief biography, status, and important concurrent
posts
November 1971 Joined Tohmatsu Aoki & Co. (now Deloitte
Touche Tohmatsu LLC)
May 1973
Registered as a Certified Public Accountant
July 2012
Part-time Auditor of the Company (present)Part-time Auditor of Yushin Precision Equipment
Co., Ltd. (present)
March 2013
Part-time Auditor of Fujio Food System Co., Ltd.
February 2018 Part-time Auditor of SymEnergy Inc. (present)

Notes concerning outside director candidates(1) On independence
Mr. Kenichi Saito, Mr. Kuniaki Hagihara, and Ms. Takako Suzuki are outside
director candidates as set forth in Item 7, Paragraph 3, Article 2 of the Ordinancefor Enforcement of the Companies Act and fulfill the Company’s outside director
appointment criteria. They also fulfill the requirements for independence stipulatedby the Tokyo Stock Exchange as well as the independence criteria for outside
officers stipulated by the Company. We have filed Mr. Kenichi Saito, Mr. Kuniaki
Hagihara, and Ms. Takako Suzuki as independent officers with the Tokyo Stock
Exchange.
(2) On the contract for limitation of liability
In order to acquire personnel who would become outside officers and to secure
their effectiveness, we have concluded a contract for limitation of liability with Mr.
Kenichi Saito, Mr. Kuniaki Hagihara, and Ms. Takako Suzuki with the amount oflimited liability being the minimum total liability amount as prescribed in Paragraph
1, Article 425 of the Companies Act. If their re-appointments are approved, we areplanning to continue the above contract for limitation of liability.
(3) On special interest in the Company
Mr. Kenichi Saito is the Representative Director of ForeSight & Company, whosebusiness with the Company accounts for less than 1% of the Company’s
consolidated net sales. Therefore, there is no important business or otherrelationship between the two companies. Mr. Saito also serves as Representative
Director of the Society for Problem-Solving Proficiency, with whom the Company
has no business or other relationship, and there is no special interest that willhinder or pose a problem in Mr. Saito’s execution of his duties as an outside
director.
Hagihara Industries Inc., of which Mr. Hagihara is the Chairman, and theCompany has a 29-year business relationship. However, our procurement from
Hagihara Industries accounts for less than 1% of our total procurement byamount (less than 2% of the consolidated net sales of said company). Innovex
Co., Ltd., a subsidiary of Wavelock Holdings Co., Ltd., of which Mr. Hagihara is
Outside Director, and the Company has an approximately 22-year business
relationship. However, our procurement from said subsidiary accounts for lessthan 1% of our total procurement by amount (less than 1% of the consolidated
net sales of said company). In addition, there is no business relationship between
Toyo Heisei Polymer Co., Ltd., of which Mr. Hagihara is the Advisor, and theCompany, and no special interest that will hinder or pose a problem in Mr.
Hagihara’s execution of his duties as an outside director.
S.T. Corporation, of which Ms. Takako Suzuki is the Chairperson, has no directbusiness relationship with the Company, but has an approximately 17-yearbusiness relationship with the Company through its subsidiary S.T. PRO Co., Ltd.
Our procurement from said subsidiary accounts for less than 1% of our total
procurement by amount (less than 1% of the consolidated net sales of said
company). King Jim Co., Ltd., of which Ms. Suzuki is External Director, and theCompany has an approximately 22-year business relationship. However, ourprocurement from King Jim Co., Ltd. accounts for less than 1% of our total
procurement by amount (less than 1% of the consolidated net sales of said
company). In addition, there is no business relationship between Shaldan Co.,
Ltd., of which Ms. Suzuki is director, and the Company, and no special interest
that will hinder or pose a problem in Ms. Suzuki’s execution of her duties as an
outside director.

Notes concerning the outside auditor candidates(1) On independence
Mr. Hiroho Kamakura is an outside auditor candidate as set forth in Item 8,
Paragraph 3, Article 2 of the Ordinance for Enforcement of the Companies Act
and fulfills the Company’s outside director appointment criteria. He also fulfills therequirements for independence stipulated by the Tokyo Stock Exchange as wellas the independence criteria for outside officers stipulated by the Company. We
have filed Mr. Hiroho Kamakura as an independent officer with the Tokyo Stock
Exchange.
(2) On the contract for limitation of liability
In order to acquire personnel who would become outside officers and to secure
their effectiveness, we have concluded a contract for limitation of liability with Mr.
Hiroho Kamakura with the amount of limited liability being the minimum total
liability amount as prescribed in Paragraph 1, Article 425 of the Companies Act. If
his re-appointment is approved, we are planning to continue the above contract
for limitation of liability.
(3) On special interest in the Company
Mr. Hiroho Kamakura has experience working at Deloitte Touche Tohmatsu LLC,
which is the accounting auditor of the Company, but he left the job 11 years andnine months ago. In addition, there is no business relationship between Yushin
Precision Equipment Co., Ltd. or SymEnergy Inc., of which Mr. Kamakura is apart-time auditor, and the Company, and there is no special interest that will hinder
or affect decision-making between the Company and the two companies in Mr.
Kamakura’s execution of his duties as a part-time auditor of the Company.

Notes concerning the candidates for Proposal
No. 1 and Proposal No. 2
Summary of details on Directors’ and Officers’ Liability Insurance Agreement
Directors Tetsuya Nakayama, Kazuo Nakai, Atsushi Kazumi, Hideki
Naoyoshi, Tatsuya Nakayama, Kenichi Saito, Kuniaki Hagihara, and Takako
Suzuki; Auditor candidate Kiyonori Unto; and Auditor Hiroho Kamakura arescheduled to renew their Directors’ and Officers’ Liability Insurance
Agreement in June. The Company has concluded with an insurance company, and bears the full premiums of, a Directors' and Officers' Liability
Insurance Agreement covering as insured persons the directors, auditors,
and executive officers of the Company and its consolidated subsidiaries. This
insurance compensates for any litigation costs and damages arising from
non-derivative actions, shareholder derivative actions, and corporate actions
that are borne by the insured persons in executing their duties, provided thatthey have executed their duties in good faith or without violating laws andregulations. (However, measures are taken to ensure that the appropriateness of the execution of duties by the insured persons will not be
undermined by excluding from the coverage any damage, etc. to those
insured persons who have engaged in any criminal offence or intentional actof violating laws and regulations.)

Criteria for Appointment of Outside Officers
For the appointment of outside directors and outside auditors, TRUSCO
Nakayama Corporation (hereinafter referred to as the "Company") sets out thefollowing criteria.
1. Criteria for the Appointment of Outside Directors
The Company appoints outside directors from among those fulfilling theconditions set out below.
(1) Candidates shall be able to contribute to the continuous growth andimprovement of the corporate value of the Company and shall haveextensive knowledge and sufficient experience of business management.
(2) Candidates shall be subject to none of the grounds for disqualification asa director set out in the items of Paragraph 1, Article 331 of the Companies
Act.
(3) Candidates shall fulfill the requirements for an outside director set out in
Item 15, Article 2 of the Companies Act.
2. Criteria for the Appointment of Outside Auditors
The Company appoints outside auditors from among those fulfilling theconditions set out below.
(1) Candidates shall have knowledge in fields such as law, finance, accounting, corporate governance and the like and shall be able to contribute to
the improvement of corporate value from a neutral and fair standpoint.
(2) Candidates shall be subject to none of the grounds for disqualification as
an auditor set out in Paragraph 1, Article 335 of the Companies Act.
(3) Candidates shall fulfill the requirements for an outside auditor set out in
Item 16, Article 2 of the Companies Act.

Criteria for the Independence of Outside Officers
The Company has set out the criteria for independence as below and deems thatan outside officer is independent if none of the criteria applies thereto.
(1) A major shareholder of the Company (holding 10% or more of the total voting
rights in the Company at the end of the most recent fiscal year), or an individual who serves as a key employee such as a director, auditor, executive officer,
manager, or any other post higher than division general manager (hereinafterreferred to as "Director, etc.") in an entity that is a major shareholder of theCompany(2) A director, etc., of a corporation or the like of which the Company is a major
business partner (with annual business exceeding 5% of consolidated net
sales)(3) A director, etc., of a corporation or the like that is a major business partner of
the Company (with annual business exceeding 5% of consolidated net sales)(4) A director, etc., of a corporation or the like that is a major lender to theCompany (the Company borrows more than 2% of its total assets from thelender)(5) An accounting auditor of the Company or its subsidiary, or an individual who
is responsible for auditing the Company or its subsidiary as an employee at theaccounting auditor(6) A relative within the third degree of kinship or closer of an individual describedin any of the items (1) to (5) above(7) A relative within the third degree of kinship or closer of an officer, executive
officer, or key employee in a post higher than division general manager of theCompany or its subsidiary(8) An individual to whom any of the items (1) to (7) above has applied within thelast three years

Convocation Notice of the 61st Annual Shareholders’ Meeting43Introduction of
Auditors
involved in the management of many companies. He also attended
audit report meetings of the accounting auditor, internal committee, etc.,
and provided various opinions based on his professional knowledge asa certified public accountant.

OutsidePart-time
わ

だ

より

とも

和田 頼 知Yoritomo Wada

ProfileDate of birth
October 23, 1955 (68 years old)
No. of Company shares held
1,000
Attendance at Board of Directors’ meeting
100% (8/8 meetings)
Attendance at Board of Auditors’ meeting
91% (10/11 meetings)
Years of service (at the closing of the Meeting)
1 year

Evaluation as Auditor
Mr. Yoritomo Wada provides neutral and fair opinions on the
Company's management and appropriately executes his duties as an
outside auditor based on his knowledge and insight and from an
objective standpoint as an outside auditor in addition to his broad
knowledge and deep insight in corporate management gained throughhis long experience as a certified public accountant and as an outside
auditor at other companies, as well as his professional knowledge ofaccounting.

Enhancing internal control systems
My theme as an auditor this fiscal year is to ensure that senior
executives fully understand risk management, which is the
backbone of corporate activities, and the need to enhance internal
control. I believe that an accurate understanding of risks, andreinforcing internal control systems as a measure to that end, willcontribute to further increase in corporate value.

Brief biography, status, and important concurrent
posts
April 1978
August 1981
June 1996
June 2019
April 2020
March 2023

Joined Tohmatsu Aoki & Co. (now Deloitte
Touche Tohmatsu LLC)
Registered as a Certified Public Accountant
Partner, Tohmatsu Audit Firm (now Deloitte
Touche Tohmatsu LLC)
Part-time Auditor of Nippon Shokubai Co., Ltd.
Part-time Auditor of Sekisui House, Ltd. (present)Part-time Auditor of the Company (present)

Initiatives in the 61st period
Mr. Yoritomo Wada provided opinions on the overall management
policy, etc., at Board of Directors' and Board of Auditors' meetings
based on his experience as a certified public accountant who has been

Aiming to protect corporate value

OutsidePart-time
ひ

ね

の

けん

日根 野 健Ken Hineno

ProfileDate of birthAugust 23, 1979 (44 years old)
No. of Company shares held
10,000Attendance at Board of Directors’ meeting
100% (8/8 meetings)
Attendance at Board of Auditors’ meeting
100% (11/11 meetings)
Years of service (at the closing of the Meeting)
1 year

Evaluation as Auditor
Mr. Ken Hineno provides neutral and fair opinions on the Company's
management and appropriately executes his duties as an outside
auditor based on his knowledge and insight and from an objective
standpoint as an outside auditor in addition to his broad knowledge
and deep insight in corporate management gained through his longexperience as a certified public accountant and a business manager, as
well as his professional knowledge of accounting.

Initiatives in the 61st period
Mr. Ken Hineno provided opinions on the overall management policy,
etc., at Board of Directors' and Board of Auditors' meetings based on
his experience as a certified public accountant who has been involvedin the management of many companies. He also attended audit reportmeetings of the accounting auditor, internal committee, etc., andprovided various opinions based on his professional knowledge as acertified public accountant.

44

Convocation Notice of the 61st Annual Shareholders’ Meeting

There are always changes in our business environment, such aslegal revisions, technological innovations, and changes in businesspractices and social conventions, and the pace of changes is
accelerating. The Company’s strength lies in its ability to makedecisions that anticipate these changes and its organizational
capabilities to take action. However, new initiatives are always
associated with risks. I would like to fulfill my duties to help theCompany correctly detect and properly address such risks, thereby
protecting its corporate value.

Brief biography, status, and important concurrent
posts
October 2003

Joined Tohmatsu Audit Firm (now Deloitte
Touche Tohmatsu LLC)
July 2007
Registered as a Certified Public Accountant
August 2007
Representative Director, Actionlearning Co., Ltd.
(present)
Representative, Hineno Certified Public
Accountant Office (present)
December 2019 Senior Partner, Hineno Accounting Office (present)
March 2023
Part-time Auditor of the Company (present)Interview with
Outside Directors

Interview video

Outside Director Board Brain (BB)

Outside Director Board Brain (BB)

Outside Director Board Brain (BB)Kuniaki Hagihara

Takako Suzuki

Kenichi Saito

Senior Advisor, Hagihara
Industries Inc.

Chairperson, S.T. Corporation

Representative Director,
ForeSight & Company

Since they utilize their abundant experience and knowledge so as to contribute to the development of the company, TRUSCO calls
Outside Directors Board Brains. In general, the role of an Outside Director is to prevent scandals as an outside observer. However,at our company, we have formed our own highly transparent governance system, so we place emphasis on contributing tosustainable growth and the improvement of company value. We interviewed each of these Outside Directors about the roles of
Outside Directors and issues facing the company.

Q1 Please tell us about efforts that you have been involved with in the 61st period.
Suzuki
Following the reclassiﬁcation of COVID-19 as a Category V infectious disease, the end of the pandemic has become clear. During thethree years of the COVID-19 pandemic, the world has changed rapidly, and Japanese companies should also have prepared more
for the post-COVID world. Such preparation needs to include both reforms oriented externally toward society and reforms oriented
internally, such as those involving corporate culture, work style, and women s participation. I expect that the era of VUCA (volatility,
uncertainty, complexity, and ambiguity) will continue going forward, and more unpredictable events will occur. In preparation forthem, I have continued to provide recommendations while looking at whether the Company is evolving beyond its former
framework and how it should evolve going forward.

Q2 What do you think are important in promoting women s participation initiatives?
Saito
I see three issues in relation to women s participation initiatives. First issue is unconscious bias underlying the Company s culture.
Such a bias should be expelled, and everybody should uphold the value that any person who has contributed to the developmentof the Company by satisfying customers should be regarded as the best regardless of the person s age, experience, gender, etc. The
second issue is mommy track. It is nearly impossible for a mother to continue to work as before while doing the child-rearing andhousework. While men s contribution in child-rearing and housework is important, the Company needs to examine how to create a
support system that makes the most of women s ability to do both the child-rearing and housework and the work. The third issue iseducation. As the world is changing, we need to create new ways of thinking and behaving, departing from conventional ways ofthinking. In order to do so, we must discuss markets and customers as well as the Company s own key issues based on facts rather
assumptions, instead of relying solely on accumulated knowledge and experience. To this end, developing new skills is necessary,and education programs to support it are also necessary. It would be an ideal situation in which an excellent and skilled person
developed through such programs happens to be a woman.

Q3 What do you think are important in developing new products and improving existing products?
Hagihara
I have been involved in various initiatives in the manufacturing industry, such as improving existing products into high value-added
products or even into products in the blue ocean zone. After all, innovation and new products are created as individuals continued
to work to improve products to make them different from, rather than simply better than, other products no matter how small thedifference. As individuals are encouraged on a daily basis to focus more on making our products different from, rather than better
than, competing products, I expect that more high value-added products will be created.

Convocation Notice of the 61st Annual Shareholders’ Meeting

45

uen

Q1

ues

Here are the answers

Are you considering the revival of
the shareholder special
beneﬁt program?

Q5

What is your approach to
women s participation andpromotion

At present, revival of the program is not planned.

Implementation of initiatives to promote the birth of female officers

The number of shareholders increased steadily thanks to the program.
However, since the program was likely to boost the costs for beneﬁt
items for shareholders and for operation of the venue, etc. of generalshareholders meetings, we abolished the program in 2020. The
Company needs to continue to invest in distribution equipment anddigital technologies for the purpose of becoming what we want to be: acompany that continues to be useful for manufacturing in Japan. We will
reward our shareholders by making investments that will lead to further
growth.

The Company is implementing the initiatives listed below in order topromote the birth of female ofﬁcers. The Company is also improving
work environment as it believes it important to create a comfortable
work environment for women in order to promote the birth of femaleofﬁcers.
(1) In January 2024, the Company has started a Women s Association
program under which a female employee chosen amongassociation members who volunteer as candidates attends
Management Conference meetings, which are attended by generalmanagers or persons at higher positions, to make improvement andgrowth proposals.
(2) The Company aims to raise the percentage of women among newly
appointed persons in management roles to 50%.
(3) In order to create a comfortable work environment for women, theCompany has introduced the following programs:
Lovebird Transfer Program: This program allows employees totransfer, following their spouse transfer, to the same area as theirspouse and to continue to work for the Company regardless ofwhether their spouse is an employee of the Company.
Welcome Back Program: This program is for the re-employment of
employees who had to leave the Company to raise a child, take careof a sick family member, undergo infertility treatments, or toaccompany their spouse overseas due to his or her overseas
assignment, provided that ten years have not passed since theirleaving the Company.
Fertility Treatment Leave: Employees can take a leave for up to one
year for infertility treatment, but only for speciﬁed infertility treatment(in vitro fertilization and intra-cytoplasmic sperm injection). The limit
is reset at each childbirth, and the program can also be used again forthe second and any subsequent child.

Q2

What is your policy on
payout ratio?

Consolidated dividend payout ratio to be maintained at 25%

The Company intends to achieve sustainable growth and thereby
maximize the return to its shareholders. Based on the policy thatongoing capital investment is indispensable for the enhancement ofcorporate value, we have prioritized investments in distribution centers,
digital technologies, and human resources to support them to realize
stable growth. At this point, after considering the balance between
shareholder return in the form of the enhancement of corporate value
through capital investment and shareholder return in the form of
dividend, we intend to maintain a consolidated dividend payout ratio of
25%, which is linked to ﬁnancial performance, and to reward ourshareholders with the overall return aiming for the growth in the future.

TRUSCO Zentaku Dividend
In the ﬁscal year ended December 2023, the Company introduced a new
dividend program TRUSCO Zentaku Dividend System based on theidea of Shushazentaku in order to resolve the antinomy
between
ぜんたく
aggressive digital and distribution investment and shareholders
ぜんたく
dividend expectations. This system ensures that if the annual dividend
per share for a particular ﬁscal year as determined based on the basic
policy mentioned above is lower than the annual dividend per share forthe previous ﬁscal year, the consolidated dividend ratio is re-calculated
after adding a portion (up to 10%) of depreciation back to proﬁt
attributable to owners of parent for that ﬁscal year, and the consolidated
dividend ratio is maintained at 25% on that basis.

Q3

What is your policy on sharebuyback?

A company should develop measures for growthand invest funds in them
A company should develop measures for growth and invest funds inthem
The aim of share buyback is to increase the index of a share by reducing
the total number of shares in anticipation of a rise in stock price.
However, we do not think it raises the company s production capacity,
sales capacity, or corporate value. We will develop measures for thegrowth and invest funds in them to achieve growth, thereby rewarding
our shareholders.

Q4

What is your policy on M&As?

Investment in distribution is equivalent to M&As
Building a distribution center, placing shelves, stocking goods, andselling them has the same effect as purchasing a company. We willcontinue to be a company that will continue to grow by itself eventhough the progress is slow.

46

Convocation Notice of the 61st Annual Shareholders’ Meeting

Comfortable work environment ▶

Q6

P24

What is the reason that you do
not start direct selling or sellingfor general consumers?

Be an Ultimate Master Wholesale

We believe that the source of competitiveness for an organization is its
originality and we are placing it at the root of our management strategy.
If we start direct selling for general consumers, all the online shopping
companies today will be our competitors. A wholesaler must
thoroughly enhance its wholesale functions. We believe this is the best
growth strategy. In addition, since our products are purchasable throughonline shopping companies, we think there is no need to sell them
directly. Through cooperation with online shopping companies andother retail businesses, the Company will continue to support andrespond to the needs of manufacturing sites.

Q7

How does TRUSCO plan todevelop its overseas businessin the future?

Our consolidated subsidiaries will realize stable supply of
products to satisfy the needs of foreign companies

Our overseas businesses are operated under two strategies: sales
activities by TRUSCO Nakayama Corporation (Thailand) and PT. TRUSCO
Nakayama Indonesia, both of which hold inventories locally, and sales
activities by the Overseas Sales Section focusing on the expansion of
one-stop sales to local distributors and the development of new local
distributors. Although our overseas business accounts for only 1.0% of
the total sales of the Company, we will aim to build further relationships
with local clients, while working to develop new sales channels.

Overseas Sales Section
We engage in direct international trades with distributors located all over
the world, mainly in the U.S, Europe, and ASEAN, exporting products to
20 countries as of December 31, 2023. We will continue to aim tobecome a company that is of service to the global manufacturing sector.

Information for Shareholders

Basic Information on Shares

Status of IR Activities
IR Policy
1. Highly transparent
2. Prompt disclosure as information becomes known
3. No cheating even in minor respects

We work to help shareholders and investors to understand the Company
correctly as it is by disclosing both good information and bad
information accurately and promptly so they can hold its shares as highly
reliable ones.

IR meetings（1）Large meetings
We hold large meetings on the days of interim
and full-year ﬁnancial results announcements inboth physical and online formats. Actual
proceedings of these meetings are madeavailable for public inspection through our ofﬁcial
YouTube channel, and both Japanese and English
scripts are posted on the Company s website.

Financial results Financial results
brieﬁng videos brieﬁng materials

Held at the 55th Anniversary Hall, 3rd ﬂoor, Tokyo Head Ofﬁce in a hybrid format（2）Annual IR meeting results
We actively hold one-on-one
meetings with both Japanese andforeign institutional investors andanalysts. During the COVID-19
pandemic, we worked to enhancecommunication by utilizing
telephone and video chat tools.

Fiscal year:From January 1 to December 31 each year
Annual shareholders meeting:Held in March every year
Record date:
Annual shareholders meeting:December 31 each year
Year-end dividend:December 31 each year
Interim dividend:June 30 each year
If necessary, additional dates will be publicly notiﬁed in advance.
Share unit:100 shares
Method of giving public notice:
Public notice will be given on the Company s website.
Public notice URL(https://www.trusco.co.jp/)
Share transfer agent and account management institution for
special accounts:
Sumitomo Mitsui Trust Bank, Limited
1-4-1 Marunouchi, Chiyoda-ku, Tokyo
Handling place:
Stock Transfer Agency Business Planning Department,
Sumitomo Mitsui Trust Bank, Limited
1-4-1 Marunouchi, Chiyoda-ku, Tokyo
Mailing address:
2-8-4 Izumi, Suginami-ku, Tokyo 168-0063
Stock Transfer Agency Business Planning Department,
Sumitomo Mitsui Trust Bank, Limited
Inquiries:0120-782-031 (toll-free)
Website URL
https://www:.smtb.jp/personal/agency/index.html
Stock Exchange Listing:Tokyo Stock Exchange Prime Market
Securities code:9830
Accounting Auditor:
Sumitomo Mitsui
Deloitte Touche Tohmatsu LLC
Trust Bank website

Notifying change in address, etc. and inquiries
concerning shares

For notifying change in address, etc. and inquiries, shareholders who
have opened an account with a securities company are requested tocontact the securities company with which you have an account.

Special accounts

For those shareholders who had not used Hofuri (Japan Securities
Depository Center, Inc.) before the electriﬁcation of share certiﬁcates, anaccount has been opened (such an account is called a special account)with Sumitomo Mitsui Trust Bank, Limited, the Company s share transfer
agent, whose contact information is provided below:

Inquiries

Mika Takahashi, PR/IR Section

Large meetings
Twice
Small meetings
7 times
One-on-one meetings 143 times (including 60 times with foreign institutional investors)

Company Overview

How to Make a Demand for Purchase orSale of Shares Less than One Unit

Trade name:
TRUSCO NAKAYAMA CORPORATION

Shareholders who have shares less than one unit are encouraged torequest purchase or sale of shares less than one unit at your earliest
convenience as such purchase or sale transactions are free of commission.

Headquarters:
4-28-1 Shimbashi, Minato-ku, Tokyo
TRUSCO Fiorito Building
Head Ofﬁces:Tokyo Head Ofﬁce: 4-28-1 Shimbashi, Minato-ku, Tokyo
TRUSCO Fiorito Building
Osaka Head Ofﬁce: 1-34-15 Shinmachi, Nishi-ku, Osaka-shi, Osaka
TRUSCO Glen Check Building
Places of business:(As of January 1, 2024)
Head ofﬁces: 2
Domestic sales bases: 59
Domestic distribution bases: 28
Overseas bases: 5

Founded:May 15, 1959

Demand for sale:
Holders of shares less than one unit can purchase from theCompany as many shares as necessary to increase the number ofshares held to one unit (100 shares).

How to request delivery of documents

Established:March 2, 1964

Company website URL:https://www.trusco.co.jp/

Demand for purchase:
Holders of shares less than one unit (less than 100 shares) can sellsuch shares to the Company at fair value.

Inquiries:
Shareholders recorded in special accounts:
0120-782-031 (toll-free)
Shareholders who have an account with a securities company:
Please contact the securities company with which you have an
account.

Capital:5,022,370,000 yen

Issuer rating:A (Rating and Investment Information, Inc.)

Sumitomo Mitsui Trust Bank, Limited
0120-782-031 (toll-free)
For notifying change in address, etc. and inquiries concerning special
accounts, shareholders (including shareholder who have not opened an
account with a securities companies) are requested to contact
Sumitomo Mitsui Trust Bank, Limited using the telephone number
provided above.

Company
websiteIf you desire to receive convocation notice as a printed document, you
can request it at Sumitomo Mitsui Trust Bank, Limited, the Company sshare transfer agent.
Inquiries: Sumitomo Mitsui Trust Bank, Limited
Electronic provision helpline: 0120-533-600
Convocation Notice of the 61st Annual Shareholders’ Meeting47