Note: This document has been translated from a part of the Japanese original and is for reference purposes
only. In the event of any discrepancy between this translated document and the Japanese original, theoriginal shall prevail. The Company assumes no responsibility for this translation or for direct, indirect or
any other forms of damages arising from the translation.
(Securities code: 7283)
May 27, 2024
(Start date of electronic provision measures: May 20, 2024)
To Shareholders with Voting Rights:
Tokuhisa Nomura
President
AISAN INDUSTRY CO., LTD.
1-1-1 Kyowa-Cho, Obu, Aichi, Japan

Notice of the 122nd Ordinary General Meeting of Shareholders
Dear Shareholders,
We would like to express our appreciation for your continued support and patronage.
The 122nd Ordinary General Meeting of Shareholders (the “Meeting”) of Aisan Industry Co., Ltd. (the“Company”) will be held for the purposes as described below.
When convening this general meeting of shareholders, the Company has taken measures for providing
information in electronic format (the “electronic provision measures”) and has posted matters subject to theelectronic provision measures under the title of “Notice of the 122nd Ordinary General Meeting of Shareholders”
on the following website.
[The Company website]
https://www.aisan-ind.co.jp/en/ir/stock/meeting.html
In addition to the above, the Company also has posted this information on the website shown below.
[The TSE website (Listed Company Search)]https://www2.jpx.co.jp/tseHpFront/JJK020010Action.do?Show=Show
Please access the TSE website above, enter or search our “Company name” or “Code,” and select “Basic
information” and “Documents for public inspection/PR information” in this order.
If you are unable to attend the meeting, you may exercise your voting rights in writing or via the Internet.
Please review the Reference Documents for the General Meeting of Shareholders, and exercise your voting
rights by 5:00 p.m. Japan time on Thursday, June 13, 2024.
1. Date and Time:
2. Place:
3. Meeting Agenda:
Matters to be reported:

Friday, June 14, 2024 at 10:00 a.m. Japan time
(Reception opens at 9:00 a.m.)
The Main Building of the Company located at 1-1-1 Kyowa-cho, Obu, Aichi,
Japan
1. Business Report, Consolidated and Non-consolidated Financial Statements
for the Company’s 122nd Fiscal Year (April 1, 2023–March 31, 2024)
2. Results of audits of the Consolidated Financial Statements by the
Accounting Auditor and the Audit & Supervisory Board

Proposals to be resolved:
Proposal No. 1:
Election of Nine (9) Directors
Proposal No. 2:
Election of Five (5) Audit & Supervisory Board Member-1-Reference Documents for the General Meeting of Shareholders
Proposals and References
Proposal No. 1:

Election of Nine (9) Directors

The terms of office of all eight (8) incumbent Directors will expire at the conclusion of the Meeting.
Accordingly, the Company will appoint one (1) additional Director to strengthen the management system andproposes to elect nine (9) Directors.
The candidates for Directors are as follows:
No.

Name

Position1

Tokuhisa Nomura[Reappointment]

President

2Toru Nakane[Reappointment]

Executive Vice President; Vice President
and Executive Officer

3

Shigekazu Kato

[Reappointment]

Vice President and Executive Officer,
Member of the Board

4

Masaki Kusano[Reappointment]

Executive Officer, Member of the Board

5

Hirokazu Konohara[New Appointment]

Executive Officer

6

Akihiro Yamanaka[New Appointment]

Adviser7

Yuichi Oi[Reappointment]

Director
OutsideIndependent

8

Satoe Tsuge[Reappointment]

Director
OutsideIndependent

9

Yurie Iribe[Reappointment]

Director
OutsideIndependent

-2-

No.

Name
(Date of birth)

Career summary, positions and responsibilities at the Company,
and significant concurrent positions
April 1985

Joined Toyota Motor Corporation

January 2008

General Manager, Vehicle Electronics Design Division

January 2012

General Manager, Electronics Management Division

April 2013

Executive General Manager; Field General Manager,
Electronics Technology Field

April 2016

Executive General Manager; Advanced R&D andEngineering Company

Tokuhisa Nomura June 2017
(December 16, 1960)
Reappointment

June 2018

Number of
the Company’s
shares held

Executive Vice President; Vice President and Executive
Officer, the Company
President (to present)

1

34,125
Attendance atmeetings of theBoard of Directors
13 out of 13 (100%)[Responsibility]
Chief Executive Officer[Reason for nomination as a candidate for Director]
Mr. Tokuhisa Nomura was engaged mainly in the electronics technology
field and served as Executive General Manager at Toyota Motor Corporation.
At the Company, from 2017 onward, he served as Executive Vice President,
and from 2018, he has served as President. The Company has nominated him
as a candidate for Director with the expectation that he will utilize thisabundant experience and a wide range of insights for the management of theCompany.

Toru Nakane(August 24, 1959)
Reappointment

April 1980

Joined the Company

June 2008

General Manager, Marketing & Sales Department I

June 2010

Director

June 2012

Executive Officer

June 2013

Executive Officer, Member of the Board

June 2014

Managing Executive Officer, Member of the Board

June 2017

Senior Managing Executive Officer, Member of the Board

June 2020

Executive Vice President; Vice President and Executive
Officer (to present)

2

37,175
Attendance atmeetings of theBoard of Directors
13 out of 13 (100%)[Responsibilities]
Assistant to President; Chief Operating Officer[Reason for nomination as a candidate for Director]
Mr. Toru Nakane was engaged in the marketing & sales and corporate
planning divisions at the Company. From 2010 onward, he served as Director,
and from 2020, he has served as Executive Vice President. Thus, he has been
involved in management for many years. The Company has nominated him asa candidate for Director with the expectation that he will utilize this abundant
experience and a wide range of insights for the management of the Company.

-3-

No.

Name
(Date of birth)

Shigekazu Kato
(April 14, 1964)

Career summary, positions and responsibilities at the Company,
and significant concurrent positions
April 1987

Joined Toyota Motor Corporation

January 2013

General Manager, Planning Department, Accounting
DivisionJanuary 2015

Executive Vice President, Toyota Motor (China)
Investment Co., Ltd.

April 2019

Executive Officer, the Company

June 2020

Executive Officer, Member of the Board

April 2024

Vice President and Executive Officer, Member of theBoard (to present)

Number of
the Company’s
shares held

Reappointment[Responsibilities]

3
Attendance atmeetings of theBoard of Directors
13 out of 13 (100%)

20,602

Assistant to President; Supervisor of Corporate Planningand Accounting & Finance; Head of Human Resource
Infrastructure[Reason for nomination as a candidate for Director]
Mr. Shigekazu Kato was engaged in the accounting and finance division at
Toyota Motor Corporation, and he was a manager at an overseas company. At
the Company, from 2019 onward, he has served as Executive Officer. The
Company has nominated him as a candidate for Director with the expectationthat he will utilize this abundant experience and a wide range of insights forthe management of the Company.
April 1987

Joined the Company

January 2012

General Manager, Plant Administration Department,
Toyota Plant

May 2016

President, Aisan (Foshan) Auto Parts Co., Ltd.

January 2021

Chief Division Officer, Production & Logistics Division;
Chief Division Officer, China Division; Chief Division
Officer, ASEAN Division, the Company

Masaki Kusano(December 1, 1964) April 2022
Reappointment

June 2022

Executive Officer
Executive Officer, Member of the Board (to present)

4

11,135
Attendance atmeetings of theBoard of Directors
13 out of 13 (100%)[Responsibility]
Head of IT & DX
[Reason for nomination as a candidate for Director]
Mr. Masaki Kusano was engaged in the purchasing and production
divisions at the Company, and he was a manager at an overseas company.
From 2022 onward, he has served as Executive Officer. The Company has
nominated him as a candidate for Director with the expectation that he will
utilize this abundant experience and a wide range of insights for the
management of the Company.

-4-

No.

Name
(Date of birth)

Career summary, positions and responsibilities at the Company,
and significant concurrent positions
April 1989

Joined the Company

January 2014

General Manager, Motorcycle Business Department

June 2017

Executive Officer

Number of
the Company’s
shares held

September 2020 President, Aisan (Foshan) Auto Parts Co., Ltd.
Hirokazu Konohara
Executive Officer, the Company (to present)(November 30, 1965) April 2021
New Appointment[Responsibilities]

5
Attendance atmeetings of theBoard of Directors–

Akihiro Yamanaka(October 30, 1962)
New Appointment

Head of Technical Management and Quality

5,487[Reason for nomination as a candidate for Director]
Mr. Hirokazu Konohara was engaged in technical management division at
the Company and was a manager at an overseas company. From 2021 onward,
he has served as Executive Officer. The Company has nominated him as a
candidate for Director with the expectation that he will utilize this abundant
experience and a wide range of insights for the management of the Company.
April 1988

Joined Toyota Motor Corporation

January 2011

General Manager, Hybrid Vehicle Advanced Technology
Engineering Division

January 2018

Executive General Manager; Supervisor, Powertrain
Company

January 2019

Field General Manager, Advanced Engineering
Development Field, Powertrain Company

January 2024

Chief Project Leader, Powertrain Company

May 2024

Advisor, the Company (to present)

6

9,000
Attendance atmeetings of theBoard of Directors–[Responsibilities]–[Reason for nomination as a candidate for Director]
Mr. Akihiro Yamanaka was engaged mainly in the field of powertrainsystem development and served as Executive General Manager at Toyota
Motor Corporation. The Company has nominated him as a candidate for
Director with the expectation that he will utilize this abundant experience anda wide range of insights for the management of the Company.

-5-

No.

Name
(Date of birth)

Yuichi Oi(August 17, 1954)

7

Reappointment
OutsideIndependent

Career summary, positions and responsibilities at the Company,
and significant concurrent positions
April 1978

Joined Toyota Tsusho Corporation

March 2001

Manager, Global Logistics Management Department

April 2006

Executive Officer

June 2011

Managing Executive Officer

June 2013

Managing Director

April 2015

Senior Managing Director

April 2017

Senior Managing Executive Officer, Member of the Board

June 2017

Representative Director; Vice President and Executive
OfficerJune 2019

Senior Executive Advisor

June 2020

Director, the Company (to present)[Significant concurrent position]

Number of
the Company’s
shares held

0

Outside Director, KYOWA LEATHER CLOTH CO., LTD.
Attendance atmeetings of theBoard of Directors [Reason for nomination as a candidate for Outside Director and overview of
13 out of 13 (100%) expected roles]
Mr. Yuichi Oi has extensive international experience and a wide range ofknowledge cultivated through his career at a general trading company. From2020 and onward, he has served as Outside Director of the Company. The
Company has nominated him as a candidate for Outside Director with the
expectation that he will utilize his experience and career for strengthening thesupervisory function mainly in business execution, providing fair andobjective proposals and opinions on overall management, participating in thedetermination on appointment and compensation of executives, and providing
advice on the global corporate strategy.

Satoe Tsuge(March 9, 1968)

8

Reappointment
OutsideIndependent

April 1990

Joined Tohmatsu & Co. (currently Deloitte Touche
Tohmatsu LLC)

April 1995

Registered as a certified public accountant

January 1999

Representative, Tsuge CPA Office (to present)

June 2007

Representative Director, La Vida Planning Co., Ltd. (topresent)

June 2015

Director, the Company (to present)[Significant concurrent positions]Representative, Tsuge CPA Office
Representative Director, La Vida Planning Co., Ltd.
Outside Director, HOSHIZAKI CORPORATION (Audit &Supervisory Committee Member)
Outside Director, Juroku Financial Group, Inc. (Member ofthe Audit & Supervisory Committee)

Attendance atmeetings of theBoard of Directors[Reason for nomination as a candidate for Outside Director and overview of
13 out of 13 (100%)expected roles]

Ms. Satoe Tsuge has expertise in finance and accounting as a certified
public accountant and has served as Outside Director of the Company since2015. The Company has nominated her as a candidate for Outside Director
with the expectation that she will utilize her expertise for strengthening thesupervisory function mainly in business execution, providing fair andobjective proposals and opinions on overall management, participating in thedetermination on appointment and compensation of executives, and providing
advice on the diversity promotion and financial strategy.

-6-

0

Name
(Date of birth)No.

Yurie Iribe(June 20, 1975)
Reappointment
OutsideIndependent

9

Career summary, positions and responsibilities at the Company,
and significant concurrent positions
April 2007

Assistant Professor, Information and Media Center,
Toyohashi University of Technology

April 2013

Assistant Professor, School of Information Science andTechnology, Aichi Prefectural University

August 2013

Specially Appointed Assistant Professor, Graduate Schoolof Information Science, Nagoya University

April 2017

Specially Appointed Associate Professor, Institutes ofInnovation for Future Society, Nagoya University

April 2017

Associate Professor, School of Information Science andTechnology, Aichi Prefectural University (to present)

June 2022

Director, the Company (to present)

Number of
the Company’s
shares held

[Significant concurrent position]
Associate Professor, School of Information Science andTechnology, Aichi Prefectural University0

Attendance atmeetings of theBoard of Directors [Reason for nomination as a candidate for Outside Director and overview of
13 out of 13 (100%) expected roles]
Ms. Yurie Iribe has held various positions such as an Associate Professor,
School of Information Science and Technology, Aichi Prefectural University
and has served as Outside Director of the Company since 2022. She has a highlevel of expertise mainly in the field of information science. The Company
has nominated her as a candidate for Outside Director with the expectationthat she will utilize her expertise for strengthening the supervisory function
mainly in business execution, providing fair and objective proposals andopinions on overall management, participating in the determination on
appointment and compensation of executives, and providing advice on digital
innovation and technology strategy.
Notes:

1. There are no special interests between the Company and any of the candidates.
2. The Company has purchased a directors and officers liability insurance policy from an insurance company as
stipulated in Article 430-3, Paragraph 1 of the Companies Act. The policy covers damages arising out ofshareholder and third-party claims in connection with the duties of the insured, including the Company’s
Directors. If each candidate is elected as Director and assumes office, he/she will be the insured under the
insurance policy.
3. Information on the candidates for Outside Directors is as follows:(1) Mr. Yuichi Oi, Ms. Satoe Tsuge and Ms. Yurie Iribe are candidates for Outside Directors.
The Company has designated Mr. Yuichi Oi, Ms. Satoe Tsuge and Ms. Yurie Iribe as independent directors
provided by the Tokyo Stock Exchange and the Nagoya Stock Exchange and notified the Exchanges as such.
(2) Years served as Outside Directors of the Company (up to the conclusion of the Meeting)
Mr. Yuichi Oi: Four (4) years
Ms. Satoe Tsuge: Nine (9) years
Ms. Yurie Iribe: Two (2) year(3) Outline of the liability limitation agreement
The Company has entered into agreements with Mr. Yuichi Oi, Ms. Satoe Tsuge and Ms. Yurie Iribe to limit
their liabilities under Article 423, Paragraph 1 of the Companies Act to the amount provided in Article 425,
Paragraph 1 of the said Act.

-7-

Proposal No. 2:

Election of Five (5) Audit & Supervisory Board Member

The terms of office of all five (5) incumbent Audit & Supervisory Board Members will expire at theconclusion of the Meeting. Accordingly, the Company proposes to elect five (5) Audit & Supervisory Board
Members.
The Company has already obtained consent from the Audit & Supervisory Board in advance with respect tothis Proposal.
The candidates for Audit & Supervisory Board Members are as follows:
No.

Name
(Date of birth)

Career summary, positions at the Company,
and significant concurrent positions

April 1984
June 2008
June 2011
June 2013
Yojiro Ueki
June 2017(November 26, 1961)
March 2019
Reappointment

12

Attendance atmeetings of theBoard of Directors
13 out of 13 (100%)

April 2020
April 2022
June 2022

Joined the Company
General Manager, Accounting & Finance Department
General Manager, Corporate Planning Department
Executive Officer
Managing Executive Officer
Managing Executive Officer
Chairman, Hyundam Industrial Co., Ltd.
Executive Officer, the Company
Chief Division Officer, South Korean Business Division
Audit & Supervisory Board Member (to present)[Reason for nomination as a candidate for Audit & Supervisory Board
Member]Attendance at
Mr. Yojiro Ueki was engaged in the accounting & finance and corporate
meetings of the Audit planning divisions at the Company. From 2013 onward, he served as& Supervisory Board Executive Officer, and from 2017, he served as Managing Executive Officer.
12 out of 12 (100%) He was a manager at an overseas company and has served as Audit &Supervisory Board Member since 2022. The Company has nominated him asa candidate for Audit & Supervisory Board Member with the expectation that
he will utilize this abundant experience and a wide range of insights for theaudit of the Company.
April 1981
Joined the Company
March 2014
General Manager, General Administration & Human
Resources Department
June 2017
General Manager, Corporate Planning Department
Yuji Furuta(July 3, 1962)
January 2019
General Manager, General Administration & Human
Resources Department
Reappointment
January 2021
Project Senior Chief, General Administration & Human
Resources Department
Attendance atJune 2021
Audit & Supervisory Board Member (to present)
meetings of theBoard of Directors [Reason for nomination as a candidate for Audit & Supervisory Board
13 out of 13 (100%) Member]
Mr. Yuji Furuta was engaged in the general administration & humanAttendance atresources, and corporate planning divisions at the Company. From 2021
meetings of the Audit onward, he has served as Audit & Supervisory Board Member. The Company& Supervisory Board has nominated him as a candidate for Audit & Supervisory Board Member
12 out of 12 (100%) with the expectation that he will utilize this abundant experience and a wide
range of insights for the audit of the Company.

-8-

Number of
the Company’s
shares held

36,500

3,468

No.

Name
(Date of birth)

Career summary, positions at the Company,
and significant concurrent positions
November 1976

Yoshinori Hirano(February 2, 1952)
Reappointment
OutsideIndependent
3

Attendance atmeetings of theBoard of Directors
13 out of 13 (100%)

March 1982
June 1995
October 2015
June 2016

Number of
the Company’s
shares held

Joined Marunouchi Audit Corporation (currently Deloitte
Touche Tohmatsu LLC)
Registered as a certified public accountant
Representative Partner
President, Yoshinori Hirano CPA Office (to present)
Audit & Supervisory Board Member, the Company (topresent)[Significant concurrent positions]
President, Yoshinori Hirano CPA OfficeOutside Director who is Audit and Supervisory Committee
Member, Kisoji Co., Ltd.
Outside Director, KIMURA UNITY CO., LTD.

0

[Reason for nomination as a candidate for Audit & Supervisory Board
Member]Attendance at
Mr. Yoshinori Hirano has expertise and experience in finance andmeetings of the Audit accounting cultivated through his career as a certified public accountant.
& Supervisory Board From 2016 onward, he has served as Outside Audit & Supervisory Board
12 out of 12 (100%) Member at the Company and is therefore well versed in details of theCompany’s business and others. The Company has nominated him as a
candidate for Audit & Supervisory Board Member with the expectation that
he will utilize this abundant experience and a wide range of insights for theaudit of the Company.
April 1992
Joined Toyota Motor Corporation
April 2018
General Manager, Purchasing Planning Division
January 2021
General Manager, Supply Chain Strategy Division
July 2022
Deputy Chief Officer, Purchasing Group (to present)
Takami Kato
June 2023
Audit & Supervisory Board Member, the Company (to(August 18, 1969)
present)
Reappointment
Outside4

Attendance atmeetings of theBoard of Directors
11 out of 11 (100%)[Significant concurrent positions]
Deputy Chief Officer, Purchasing Group, Toyota Motor
Corporation
Outside Audit & Supervisory Board Member, TAIHOKOGYO CO., LTD.

[Reason for nomination as a candidate for Audit & Supervisory Board
Member]Attendance at
Mr. Takami Kato was engaged in the production management andmeetings of the Audit
purchasing divisions and has experience working at overseas offices at& Supervisory Board
Toyota Motor Corporation. From 2023 onward, he has served as Outside
10 out of 10 (100%)
Audit & Supervisory Board Member at the Company. The Company has
nominated him as a candidate for Audit & Supervisory Board Member withthe expectation that he will utilize this abundant experience and a wide range
of knowledge for the audit of the Company.

-9-

0

Name
(Date of birth)

No.

Career summary, positions at the Company,
and significant concurrent positions
April 1996
November 1999

Number of
the Company’s
shares held

Registered as an attorney. Joined Kato Murase Law Office
Representative attorney, Murase Yazaki Law Office(currently HINOKI Law Office) (to present)

Nobuya Yazaki(September 11, 1966)
New Appointment
OutsideIndependent
5

Attendance atmeetings of theBoard of Directors–[Significant concurrent positions]Representative attorney, HINOKI Law OfficeOutside Director, NITTOH Inc. (Audit & Supervisory
Committee Member)
Outside Audit & Supervisory Board Member, SOTOH Inc.

0

[Reason for nomination as a candidate for Audit & Supervisory Board
Member]Attendance at
Mr. Nobuya Yazaki has expertise and experience in legal affairs andmeetings of the Audit
complianceas an attorney. He is currently serving as outside officer at several& Supervisory Board
companies
while
engaged in legal activities. The Company has nominated–him as a candidate for Audit & Supervisory Board Member with the
expectation that he will utilize this abundant experience and a wide range ofknowledge for the audit of the Company.
Notes:

1. There are no special interests between the Company and the candidates.
2. The Company has purchased a directors and officers liability insurance policy from an insurance company as
stipulated in Article 430-3, Paragraph 1 of the Companies Act. The policy covers damages arising out ofshareholder and third-party claims in connection with the duties of the insured, including the Company’s Audit& Supervisory Board Members. If each candidate is elected as Audit & Supervisory Board Member andassumes office, he/she will be the insured under the insurance policy.
3. Information on the candidates for Outside Audit & Supervisory Board Members is as follows:(1) Mr. Yoshinori Hirano, Mr. Takami Kato, and Mr. Nobuya Yazaki are candidates for Outside Audit &Supervisory Board Member.
Mr. Takami Kato holds a senior professional/senior management (kanbushoku in Japanese) at Toyota Motor
Corporation, a major business partner of the Company. The Company has designated Mr. Yoshinori Hirano
as an independent officer provided by the Tokyo Stock Exchange and the Nagoya Stock Exchange andnotified the Exchanges as such. Additionally, the Company plans to notify the Exchanges about Mr. Nobuya
Yazaki as an independent officer.
(2) Years served as Outside Audit & Supervisory Board Member of the Company (up to the conclusion of the
Meeting)
Mr. Yoshinori Hirano: Eight (8) years
Mr. Takami Kato: One (1) year(3) Outline of the liability limitation agreement
The Company has entered into agreements with Mr. Yoshinori Hirano and Mr. Takami Kato to limit their
liabilities under Article 423, Paragraph 1 of the Companies Act to the amount provided in Article 425,
Paragraph 1 of the said Act.
In the event that the election of Mr. Nobuya Yazaki is approved, the Company plans to enter into an agreementwith him to limit his liabilities under Article 423, Paragraph 1 of the Companies Act to the amount provided in
Article 425, Paragraph 1 of the said Act.

- 10 -

(Reference)
List of Directors and Audit & Supervisory subject to approval of proposals 1 and 2
The skills and experience of Directors and Audit & Supervisory Board Members of the Company will be as
follows:

Position

Name

Sales

Tokuhisa Nomura
Toru Nakane

○

○

○

○

○

○

○

○

○

○

○

○

○

○

Masaki Kusano
Hirokazu Konohara○

Akihiro Yamanaka○

Yuichi Oi

DX○

Shigekazu Kato

Director

Legal
affairs
andcomplianceTechnology ManufacOverseas
develop- turing andexperiencementpurchasing○

Yojiro Ueki
Yuji Furuta
Audit &
Supervisory
Yoshinori Hirano
Board
MemberTakami Kato

FinanceHumanandresources
accounting and labor

○

○

○

○

○

○

○
○

○

Satoe Tsuge
Yurie Iribe

ESG

○
○

○

○
○

○

○

○

○

○

○

○

○

○
○

○

Nobuya Yazaki

○
○

○

○
○

- 11 -○○○