Securities Code: 6312
May 12, 2022
To Our Shareholders:
Iwao Fusejima, President & CEO

Freund Corporation
6-25-13 Nishi-shinjuku, Shinjuku-ku, Tokyo

Notice of Convocation of the 58th Annual General Meeting of Shareholders

We are pleased to announce the 58th Annual General Meeting of Shareholders of Freund Corporation (the“Company”), which will be held as indicated below.
You may submit your votes by postal mail (in writing) or by using the Internet instead of attending this meeting.
Please review the attached Reference Documents for General Meeting of Shareholders and submit your votes nolater than 5:30 p.m., Thursday, May 26, 2022 (JST).
Meeting Details
1. Date and Time:
2. Venue:

Friday, May 27, 2022, at 10:00 a.m. (Reception starts at 9:00 a.m.)
BELLESALLE Shinjuku Grand Conference Center
Sumitomo Fudosan Shinjuku Grand Tower 5F, 8-17-1, Nishi-shinjuku, Shinjuku-ku,
Tokyo

3. Purpose of the Meeting
Matters to be reported
1. The Business Report and the Consolidated Financial Statements for the 58th fiscal
year (from March 1, 2021 to February 28, 2022), and the results of audits of theConsolidated Financial Statements by the Accounting Auditor and the Audit &Supervisory Board
2. The Non-consolidated Financial Statements for the 58th fiscal year (from March1, 2021 to February 28, 2022)
Matters to be resolved
Proposal No. 1: Appropriation of Surplus
Proposal No. 2: Partial Amendments to Articles of Incorporation
Proposal No. 3: Election of Five (5) Directors
4. Matters Prescribed for Convocation(1) If you do not indicate your approval or disapproval for the proposals on the voting form, the Company
will assume that you have voted in favor of the proposal.
(2) If you vote both by postal mail (in writing) and via the Internet, only your vote placed via the Internet
will be valid.
(3) If you vote multiple times via the Internet, only your last vote will be valid.
* If you are attending the meeting, please submit the enclosed voting form to the reception desk upon arrival.
If any revisions are made to the Reference Documents for the General Meeting of Shareholders, the Business
Report, the Non-Consolidated Financial Statements, or the Consolidated Financial Statements, the revised versions
will be posted on the Company’s website (https://www.freund.co.jp).

- 1 -Reference Documents for General Meeting of Shareholders
Proposal No. 1:

Appropriation of Surplus

The Company proposes the appropriation of surplus as follows.
Maximizing shareholder value is the highest priority of the Company. Our policy is to use the benefits of higher
shareholder value for earnings distributions to shareholders while retaining earnings for making the company
stronger in order to adapt swiftly and accurately to changes in the operating environment.
The basic policy for the distribution of earnings is to make distributions based on results of operations. The targetfor the annual consolidated dividend payout ratio is 30%. We will maintain stable distributions while taking into
account the need for retained earnings in order to build a stronger base of operations and take actions aimed at growth.
Although earnings in the fiscal year that ended in February 2022 were lower than in the previous fiscal year, we areproposing the payment of an ordinary dividend of 20 yen per share, the same as in the previous fiscal year, based on
our policy of consistently paying a stable dividend.
Year-end dividend
1. Type of dividend property
Cash
2. Allotment of dividend property and aggregate amount¥20 per common stock of the Company
Total dividends will be ¥334,890,400.
3. Effective date of dividend of surplus
May 30, 2022

- 2 -Proposal No. 2:

Partial Amendments to Articles of Incorporation

1. Purpose of amendments to the Articles of Incorporation(1) The amended provisions stipulated in the proviso of Article 1 in the supplementary provision of the Act Partially
Amending the Companies Act (Act No. 70 of 2019) will be enforced on September 1, 2022. Accordingly, theCompany proposes to make the following amendments to Article 16 of the current Articles of Incorporation inorder to prepare for the introduction of a system of electronic provision of materials for the General Meeting ofShareholders.
1) Article 16, Paragraph 1 of the proposed change stipulates that the Company takes the electronic provision
measure for information included in the reference documents for General Meeting of Shareholders, etc.
2) Article 16, Paragraph 2 of the proposed change provides for limiting the scope of matters to be included in
the document to be delivered to shareholders who have requested delivery of the document.
3) The provision for the Internet Disclosure and Deemed Provision of Reference Documents for theShareholders Meeting (Article 16 of the current Articles of Incorporation) shall be deleted as it is no longernecessary.
4) Establish supplementary provisions on the effective date, etc. in accordance with these changes.
(2) The proposed amendment to the current Article 31 will allow the exemption of some responsibilities of theDirectors, as allowed by laws and regulations, by a resolution of the Board of Directors as stipulated in Article
426, Paragraph 1 of the Companies Act. The purpose is to enable the Directors to perform their duties asexpected.
The members of the Audit & Supervisory Board have agreed to this proposed amendment to Article 31.
2. Description of proposed changes
Proposed changes are as follows.
(Revised sections are underlined.)
Proposed changes

Current(Internet Disclosure and Deemed Provision ofReference Documents for the Shareholders Meeting)
Article 16 In connection with the calling of theShareholders Meetings, the Company may
regard that the information concerning thematters to be stated or indicated in thereference documents for shareholders
meeting, business reports, nonconsolidated financial statements andconsolidated financial statements has been
submitted to the shareholders, if theinformation is disclosed through internet
in accordance with the provisions in theordinance of Ministry of Justice.
[New addition][Deleted](Electronic Provision Measure, Etc.)
Article 16 The Company shall, when convening aShareholders Meeting, take the electronic
provision measure for information includedin the reference documents for General
Meeting of Shareholders, etc.

- 3 -Current
2.

(Exemption from Liability of Directors)
Article 31[New addition](Exemption from Liability of Directors)
Article 31 Pursuant to the provisions of Article 426,
Paragraph 1 of the Companies Act, theCompany may exempt Directors(including former Directors) from their
liabilities to the extent permitted by laws
and regulations, based upon by aresolution adopted by the Board ofDirectors.

Pursuant to the provisions of Article 427,
Paragraph 1 of the Companies Act, theCompany may enter into agreements withDirectors (except directors with executive
duties at the Company) to limit their
liabilities due to a failure to perform theirduties; provided, however, that the limit ofliability under these agreements is theamount of liability prescribed by laws andregulations.
[New addition]

Proposed changes
Among the matters subject to the electronic
provision measure, the Company may
choose not to include all or part of thematters stipulated in the ordinance ofMinistry of Justice in the paper copy to besent to shareholders who have requested itby the record date for voting rights.

2.

Pursuant to the provisions of Article 427,
Paragraph 1 of the Companies Act, theCompany may enter into agreements with
Directors (except directors with executive
duties at the Company) to limit their
liabilities due to a failure to perform theirduties; provided, however, that the limit ofliability under these agreements is theamount of liability prescribed by laws andregulations.

(Supplementary Provisions)
1. The deletion of Article 16 (Internet Disclosureand Deemed Provision of Reference Documents
for the Shareholders Meeting) of the current
Articles of Incorporation and the establishment ofthe proposed Article 16 (Electronic Provision
Measure, Etc.) shall come into effect on
September 1, 2022, the date of enforcement of theamended provisions stipulated in the proviso ofArticle 1 of the supplementary provisions of theAct Partially Amending the Companies Act (ActNo. 70 of 2019) (hereinafter referred to as “theDate of Enforcement”).
2.

- 4 -

Notwithstanding the provisions of the preceding
paragraph, Article 16 of the current Articles ofIncorporation shall remain in force with respect toa Shareholders Meeting to be held on a datewithin six (6) months from the Date ofEnforcement.

Current3.

- 5 -Proposed changes
These supplementary provisions shall be deleted
on the later of either the day on which six (6)months elapse from the Date of Enforcement orthe day on which three (3) months elapse from theday of the Shareholders Meeting set forth in thepreceding paragraph.

Proposal No. 3:

Election of Five (5) Directors

The terms of office of all five (5) Directors will expire at the conclusion of this meeting. Therefore, the Company
proposes to elect five (5) Directors including two (2) Outside Directors.
The candidates for Director are as follows:No.

Name(Date of birth)1

Iwao Fusejima(Dec. 13, 1969)2
Masao Wakai(Jul. 29, 1954)

Brief career history, positions, responsibilities andsignificant concurrent positions
Nov. 1997

Joined the CompanyMay 2008

Director of the Company

Mar. 2010

Managing Director of the Company

Mar. 2012

President & CEO of the Company (to present)

Sep. 2012

President & CEO of Freund Chemicals, Ltd.

Mar. 2013

Chairman & CEO of Freund-Vector
Corporation (to present)

Apr. 2014

Chairman & CEO of Freund-Turbo Corporation(to present)

Nov. 2020

Director of Cos.Mec S.r.l. (to present)

Apr. 1977

Joined Fuji Bank Limited (currently MizuhoBank, Ltd.)

Jan. 1996

Vice President of Fuji Securities Inc.

May 2003

Financial General Manager of Accounting
Department of Lion Corporation

Apr. 2006

General Manager of IR Office of Lion
CorporationMay 2007

Director, Corporate Officer, General Managerof Corporate Management Department of
CMIC Co., Ltd. (currently CMIC Holdings Co.,Ltd.)May 2013

Corporate Officer in charge of humanresources, general affairs, public relations andintellectual property of Dexerials CorporationJan. 2016

Joined the Company as a General Manager of
the Office of Business Development

Mar. 2017

Deputy Division Director of Overseas Sales
Division of the Company

Sep. 2019

Corporate Officer, General Manager ofCorporate Planning Division of the Company

Sep. 2019

Director of Freund-Turbo Corporation (topresent)

Apr. 2020

Director of Freund-Vector Corporation (topresent)

May 2020

Director, Division Director of Corporate
Planning Division of the Company

Nov. 2020

Director of Cos.Mec S.r.l. (to present)

May 2021

Managing Director, Division Director of
Corporate Planning Division of the Company(to present)- 6 -Number of theCompany shares held

286,700 shares

12,500 shares

No.

Name(Date of birth)

3Toshiaki Honda(Aug. 19, 1974)

4

Ryuji Nakatake(May. 8, 1973)

Brief career history, positions, responsibilities andsignificant concurrent positions
Apr. 1997

Joined the Company

Mar. 2014

General Manager of Sales Department,
Equipment Division of the Company

Mar. 2017

Division Director of Domestic Sales Divisionof the Company

Sep. 2019

Corporate Officer, Division Director ofCustomer Business Division of the Company(to present)

Apr. 2021

Director of Freund-Turbo Corporation (topresent)

May 2021

Director of the Company (to present)

Apr. 2001

Joined Mitsubishi Research Institute, Inc.

Apr. 2006

Coach of Waseda University Rugby Football
ClubMay 2014

President & CEO of Teambox Inc. (to present)

Mar. 2015

Outside Director of jintec Corporation (topresent)

May 2015

Director of the Company (to present)

Dec. 2015

Outside Director of CrowdWorks, Inc.

Dec. 2016

Advisor of CrowdWorks, Inc.

Jul. 2017

Vice Chief Director of Japan Wheelchair
Rugby Federation (to present)

Dec. 2017

Representative Director of Sports Coaching
Japan (to present)

Jun. 2019

Director of Japan Rugby Football Union

Jun. 2021

Outside Director of YARUKI Switch Group
Holdings Co., Ltd. (to present)

Apr. 1984

Joined Eisai Co., Ltd.

Jun. 2008

Senior Vice President, Head of ClinicalResearch Center of Eisai Co., Ltd.

Aug. 2009

Joined EPS Corporation (currently EPS
Holdings, Inc.)

Oct. 2018

President and Representative Director,President and Representative Corporate Officerof EPS Holdings, Inc.

Oct. 2019

President and Representative Director,President and Corporate Officer of EPS
Holdings, Inc.

5
Hisashi Tanaka(Jan. 13, 1955)

Oct. 2020

Vice Chairman and Corporate Officer of EPS
Holdings, Inc.
Board Member, Chairman of EPS Corporation
Board Member, Chairman and Corporate
Officer of EPS International Co., Ltd.

May 2021

Director of the Company (to present)

Oct. 2021

Special Advisor of EPS Holdings, Inc. (topresent)- 7 -Number of theCompany shares held

15,100 shares--

Notes
1. Director candidate Mr. Iwao Fusejima is concurrently the Chairman & CEO of Freund-Vector Corporation, which has abusiness relationship with the Company. Mr. Fusejima is also the Chairman & CEO of Freund-Turbo Corporation, which hasa business relationship with the Company. There are no significant financial relationships with the Company at othercompanies where Mr. Fusejima concurrently has executive positions.
2. None of the other candidates for Directors has any special conflicts of interest with the Company.
3. Mr. Ryuji Nakatake and Mr. Hisashi Tanaka are the candidates for election as Outside Directors. The Company has designated
Mr. Nakatake and Mr. Tanaka as Independent Directors according to the rules of the Tokyo Stock Exchange.
4. The candidates for Outside Directors are as follows:
Shareholders are asked to elect Mr. Nakatake as an Outside Director because he is expected to utilize his considerable
experience and knowledge concerning human resource development to provide valuable advice and other assistanceconcerning people and organizations. This is expected to contribute to strengthening the Company’s organization andmanagement.
Shareholders are asked to elect Mr. Tanaka as an Outside Director due to the expectation for his contributions to strengthening
corporate governance by using his considerable experience and knowledge concerning corporate management for theoversight of management and provision of advice regarding all aspects of management.
Mr. Nakatake and Mr. Tanaka will have served as Outside Directors for seven years and one year respectively at theconclusion of this General Meeting of Shareholders.
5. Limited liability contracts between the Company and Outside Directors
To enable the Outside Directors to fully perform their duties, pursuant to the provisions of Article 427, Paragraph 1 of theCompanies Act and the Company’s Articles of Incorporation, the Company has entered into a liability limitation agreementwith the Outside Directors to limit their liabilities for damages set forth in Article 423, Paragraph 1 of the Companies Act.
Pursuant to this agreement, the cap on the liability for damages is the minimum liability amount in Article 425, Paragraph 1of the Companies Act. If Mr. Nakatake and Mr. Tanaka are reelected, the Company plans to renew this agreement with them.
6. The Company has purchased a liability insurance policy from an insurance company for Directors and Audit & Supervisory
Board Members as stipulated in Article 430, Paragraph 3-1 of the Companies Act. The insurance policy pays for damages
that may be the responsibility of individuals covered by this policy. However, damages caused by intentional acts or serious
negligence are not covered by this policy. If elected, all five (5) Director candidates will be covered by this policy. The
insurance policy is scheduled to be renewed with the same terms and conditions at the next renewal. The Company pays theentire cost of these policies.

- 8 -Reference: Skill Matrix
CandidateNo.

NameAge

Position

Term ofofficeAttendance at
the Board ofDirectors /Audit &Supervisory Board
meetings

Advisory Committee
Nomination &Remuneration Committee

Member of Nomination &Remuneration Committee

Directors
Audit & Supervisory
Board Members

1

Iwao Fusejima

52

President & CEO

14 years

13/13 times

2

Masao Wakai

67

Managing Director 2 years

13/13 times

3Toshiaki Honda

47

Director

1 year

10/10 times

4

Ryuji Nakatake

49

Outside Director

7 years

13/13 times

Member of Nomination &Remuneration Committee

5Hisashi Tanaka

67

Outside Director

1 year

10/10 times

Chairperson ofNomination &Remuneration Committee

Sakae Hirano

64-

Sayoko Izumoto

68

Audit &Supervisory Board 3 years
Member (fulltime)
Outside Audit &Supervisory Board 5 years
Member13/13 times--

Kazunari Hamada

48

Outside Audit &Supervisory Board 1 year
Member

10/10 times

14/14 times
13/13 times

Observer of Nomination &Remuneration Committee

14/14 times

11/11 times

Note: Attendance for Mr. Honda, Mr. Tanaka and Mr. Hamada are for meetings of the Board of Directors and Audit &Supervisory Board since their election on May 28, 2021.

Candidate
No.

Expected areas of expertise
Corporate
Sales /
management Marketing

1●

2

●

IT /
Security

Labor /HR

Legal / Risk
GlobalManufacture /ESG /management experience
R&D
Sustainability

●

●
●

●

●Directors●

3Audit & Supervisory
Board Members

4●

5●

-●

-Finance /Accounting

●

●

●

●

●

●

●

●

●

●

●
●

●

●
●

●

●

●
●

-●

This document has been translated from the Japanese original for reference purposes only. In the event of any discrepancy
between this translated document and the Japanese original, the original shall prevail. The Company assumes no responsibility
for this translation or for direct, indirect or any other forms of damages arising from the translation.

- 9 -