(Stock code: 6289)
November 4, 2021

To All Shareholders
Nunoshida 3948-1, Kochi-shi,
K o c h i P r e f e c t u r e

GIKENLTD.

Representative Director and President

Shinnosuke Moribe

Notice of Convocation of the 40th Ordinary General Meeting ofShareholders
We would like to express our appreciation for your continued support and patronage.
You are cordially invited to attend the 40th Ordinary General Meeting of Shareholders of Giken
Ltd. (the “Company”). The meeting will be held for the purposes as described below.
If you are unable to attend the meeting, you may exercise your voting rights in writing or via
the internet. When exercising your voting rights in writing or via the internet, please review theattached Reference Documents for the General Meeting of Shareholders, refer to the Guide to
Exercise of Voting Rights on the following page, and exercise your voting rights no later than 5:00
p.m. on Monday, November 22, 2021, Japan time.
1.
2.

Date and TimePlace

10 a.m., Wednesday, November 24, 2021
Rainbow Hall, third floor, Chres,
155, Takasu-sunaji, Kochi-shi, Kochi Prefecture3.

Meeting AgendaMatters to be1.
reported

The Business Report and Consolidated Financial Statements for theCompany’s 40th Fiscal Year (September 1, 2020 – August 31, 2021)
and results of audits of the Consolidated Financial Statements by theAccounting Auditor and the Board of Corporate Auditors
2. Non-consolidated Financial Statements for the Company’s 40th Fiscal
Year (September 1, 2020 – August 31, 2021)
Proposals to be resolved
Proposal 1
Appropriation of Surplus
Proposal 2
Partial Amendment to the Articles of Incorporation
Proposal 3
Election of One Outside Director
Proposal 4
Election of Three Directors**When attending the meeting, please submit the enclosed Voting Rights Exercise Form at the reception
desk.
The Consolidated Statement of Changes in Net Assets, Notes to Consolidated Financial Statements,
Non-consolidated Statement of Changes in Net Assets, and Notes to Non-consolidated Financial
Statements are posted on the Company’s website (https://www.giken.com) in accordance withprovisions of laws and regulations as well as Article 16 of the Company’s Articles of Incorporation,

*and therefore are not included in the accompanying documents of this Notice of Convocation.
The Consolidated Statement of Changes in Net Assets, Notes to Consolidated Financial Statements,Non-consolidated Statement of Changes in Net Assets, and Notes to Non-consolidated FinancialStatements are part of the consolidated financial statements and non-consolidated statements that wereaudited by the Board of Corporate Auditors and the Accounting Auditor in preparing the audit reports.
Should the Reference Documents for the General Meeting of Shareholders, Business Report,
Consolidated Financial Statements, and Non-consolidated Financial Statements require revisions, therevised versions will be posted on the Company’s website (https://www.giken.com).

Reference Documents for the General Meeting of Shareholders
Proposals and References
Proposal 1
Appropriation of Surplus
The Company proposes to appropriate surplus as described below.
Matters regarding year-end dividend
Regarding the year-end dividend for the 40th term, the Company proposes to pay 35.00
yen per share taking into account the business results for the fiscal year and the futurebusiness development. This brings the annual dividend including the interim dividend to70.00 yen per share.
(1) Type of dividend property
Cash(2) Distribution of dividend property, and the total amount thereof
35.00 yen per share of the Company’s common stock
The total amount of dividend is 959,803,775 yen.
(3) Effective date of distribution of surplus
Thursday, November 25, 2021

Proposal 2
Partial Amendment to the Articles of Incorporation
The Company proposes to amend part of the Articles of Incorporation as described
below.
1. Reasons for the amendment
In preparation for business expansion as a global company, the Company aims tofurther strengthen the management structure and enhance the corporate governancesystem. For this purpose, the Company proposes to change the number of its directors
stipulated in Article 19 of the Article of Incorporation from up to 12 persons to up to15 persons.
2.

Details of the amendment
Details of the amendment are as follows.
The proposed amendment of the Articles of Incorporation shall take effect at theclosing of the General Meeting of Shareholders.
(The proposed amendment is underlined.)
Current Articles of Incorporation

Proposed amendment(Number of Members)(Number of Members)

Article 19 The members of the Board of Directors

Article 19 The members of the Board of Directors

shall be 12 or fewer.

shall be 15 or fewer.

Proposal 3
Election of One Outside Director
The Company proposes to increase the number of Outside Directors by one and electhim in order to further strengthen the management structure and enhance supervision overcorporate management.
The term of office of the Directors to be appointed at this General Meeting ofShareholders will be until the expiration of the term of other existing Directors, inaccordance with the Company’s Articles of Incorporation.
The candidate for Outside Director is as follows:No.

Name(Date of birth)

Career summary, positions and areas of responsibility at theCompany, and important concurrent positions

Number of theCompany’ssharesheldAug. 1978

1

Joined Kochi Prefectural
Government Office
Apr. 2009
General Manager of Industrial
Promotion Department
Jan. 2012
Deputy Governor of Kochi
PrefectureMar. 2021
RetiredJune 2021
Representative Director andPresident,[New] [Independent]
Kochi Airport Terminal Building―Takaaki Iwaki
Co., Ltd.
(November 30, 1952)(current position)
Outside Director,Nippon Kodoshi Corporation(current position)
To present(Important concurrent position)
Representative Director and President, Kochi
Airport Terminal Building Co., Ltd.
Outside Director, Nippon Kodoshi Corporation<Reasons for nomination as an Outside Director candidate and the role expected of thecandidate>

Mr. Takaaki Iwaki has sufficient insight based on extensive experience from serving
in the prefectural government for many years and he also has been engaged incorporate management since June 2021. We nominated Mr. Iwaki as an Outside
Director candidate on expectations that he would contribute to the Company’s
growth and improvement in its values and appropriately supervise the businessexecution based on his experience and from a professional perspective.

(Notes)
1. There are no special interests between the candidate and the Company.
2. If this proposal is approved and Mr. Iwaki is elected as an Outside Director, theCompany plans to enter into a limited liability agreement with him in accordance withArticle 26-2 of the Articles of Incorporation. The maximum amount of liability under
the agreement is the minimum liability amount as provided in laws and ordinances.
3. The Company has entered into a directors and officers (D&O) liability insurance
contract with an insurance company as stipulated in Article 430-3, Paragraph 1 of theCompanies Act of Japan to cover legal damages and litigation expenses to be borneby the insured including its Directors. The candidate will be included in the insured
persons of the said insurance contract if he is elected and appointed as a Director. TheCompany plans to renew the said insurance contract at the next renewal with the samecontents.
4. The Company plans to submit an Independent Director/Auditor Notification to theTokyo Stock Exchange to register Mr. Iwaki as an Independent Director.

Proposal 4
Election of Three Directors
On the premise that Proposal 2 Partial Amendment to the Articles of Incorporation will
be approved, the Company proposes to increase the number of Directors by three and electthem in order to further strengthen the management structure and appoint and nurture
younger employees who will lead the next generation.
The term of office of the Directors to be appointed at this General Meeting ofShareholders will be until the expiration of the term of other existing Directors, inaccordance with the Company’s Articles of Incorporation.
The candidates for Directors are as follows:
No.

Name
(Date of birth)

Career summary, positions and areas of responsibility at theCompany, and important concurrent positions

Apr. 1993
Nov. 2017

1

Joined the Company
Department Leader, Construction
Solutions Department, the[New]CompanyAug. 2019
Temporary transfer to Giken
ShigekiEurope B.V.
Fukumaru(February 8, 1970)
Dec. 2020
Operating Officer in charge of theInternational Business, theCompany
To present<Reasons for nomination as a Director candidate>

Number of theCompany’s
sharesheld

6,549

Mr. Shigeki Fukumaru has abundant experience in the Company’s Press-in Method
Promotion Business as well as overseas business, and he has been demonstrating hisleadership and fulfilling the role as an Operating Officer since 2020. The Company
nominated him as a Director candidate on expectations that Mr. Fukumaru would
strengthen the decision-making function and supervisory function of the Board ofDirectors.
Apr. 1997
Sept. 2015

2Joined the CompanyDepartment Leader, Total Support[New]
Department, the Company
Operating Officer in charge of theToru Matsuoka Oct. 2019
(August 24, 1973)
Press-in Method Promotion
Business, the Company
To present<Reasons for nomination as a Director candidate>

396

Mr. Toru Matsuoka has abundant experience in the Company’s Press-in Method
Promotion Business, and he has been demonstrating his leadership and fulfilling therole as an Operating Officer since 2019. The Company nominated him as a Directorcandidate on expectations that Mr. Matsuoka would strengthen the decision-making
function and supervisory function of the Board of Directors.

No.

Name(Date of birth)

Career summary, positions and areas of responsibility at theCompany, and important concurrent positions

Apr. 1996
Sept. 2016

3

Joined the Company
Department Leader, Production
Management Department, the[New]CompanyYusei Morino
Nov. 2017
Operating Officer in charge of the(June 1, 1977)
Press-in Products Business, theCompany
To present<Reasons for nomination as a Director candidate>

Number of theCompany’sshares
held2,456

Mr. Yusei Morino has abundant experience in the Company’s Press-in Products
Business, and he has been demonstrating his leadership and fulfilling the role as an
Operating Officer since 2017. The Company nominated him as a Director candidate
on expectations that Mr. Morino would strengthen the decision-making function andsupervisory function of the Board of Directors.
(Notes)1. There are no special interests between the candidates and the Company.
2. The Company has entered into a directors and officers (D&O) liability insurance
contract with an insurance company as stipulated in Article 430-3, Paragraph 1 of theCompanies Act of Japan to cover legal damages and litigation expenses to be borneby the insured including its Directors. The candidates will be included in the insured
persons of the said insurance contract if they are elected and appointed as a Director.
The Company plans to renew the said insurance contract at the next renewal with thesame contents.
3. The number of shares held in the Company by Messrs. Shigeki Fukumaru, Toru
Matsuoka, and Yusei Morio includes their holdings of the Company shares as part ofGiken Emplyoee Share Owner Club.