Note: This document has been translated from a part of 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 otherforms of damages arising from the translation.
(Stock Exchange Code 3104)
June 7, 2021
To Shareholders with Voting Rights:
Mitsuo Nakano
Representative Director, Chairman &President
Fujibo Holdings, Inc.
1-18-12 Ningyocyo, Nihonbashi, Chuo-ku,
Tokyo, JapanNOTICE OF CONVOCATION OF
THE 201ST ANNUAL GENERAL MEETING OF SHAREHOLDERS
We would like to express our appreciation for your continued support and patronage.
We are pleased to inform you that the 201st Annual General Meeting of Shareholders of Fujibo Holdings,
Inc. (the “Company”) will be held for the purposes as described below.
We encourage our shareholders to refrain from attending the meeting on the date of the event to the extent
possible and to exercise your voting rights in advance in writing or via the Internet, from the perspective ofpreventing the spread of the coronavirus disease (COVID-19) infection.
Please review the attached Reference Documents for the General Meeting of Shareholders, indicate your votefor or against the proposals on the enclosed Voting Rights Exercise Form and return it, or enter your vote for oragainst the proposals via the Internet, by 5:30 p.m. on Monday, June 28, 2021, Japan time.

1. Date and Time:
2. Place:

Tuesday, June 29, 2021 at 10:00 a.m. Japan time
10F, Kokusai Fashion Center Building (KFC Room 101 to 103)
1-6-1 Yokoami, Sumida-ku, Tokyo* The Company will not prepare souvenirs for shareholders attending themeeting. We appreciate your understanding.

3. Meeting Agenda:
Matters to be reported: 1. The Business Report, Consolidated Financial Statements for the Company’s
201st Fiscal Year (April 1, 2020 - March 31, 2021) and results of audits by the
Accounting Auditor and the Board of Auditors of the Consolidated Financial
Statements
2. Non-consolidated Financial Statements for the Company’s 201st Fiscal Year
(April 1, 2020 - March 31, 2021)
Proposals to be resolved:
Appropriation of Surplus
Proposal 1:
Election of Eight Directors
Proposal 2:-1-

4. Matters regarding the Convocation(1) If voting rights are exercised both in writing and via the Internet, the voting rights exercised via theInternet shall be deemed valid.
(2) If voting rights are exercised multiple times via the Internet, the most recent voting rights exercised
shall be deemed valid.
◎ When attending the meeting, please submit the enclosed Voting Rights Exercise Form at thereception desk.
◎ Pursuant to laws and regulations and Article 15 of the Company’s Articles of Incorporation, thefollowing items are posted on the Company’s website (https://www.fujibo.co.jp/) and are notprovided in the Appendix to this Notice.
1) Notes to Consolidated Financial Statements
2) Notes to Non-consolidated Financial Statements
Additionally, the Notes to Consolidated Financial Statements and Notes to Non-consolidated
Financial Statements are part of the Consolidated Financial Statements and Non-consolidated
Financial Statements that were used by the Auditors and the Accounting Auditor for the preparationof the Auditor’s Report and the Accounting Auditor’s Report, respectively.
◎ Should the Reference Documents for the General Meeting of Shareholders, Business Report,
Consolidated Financial Statements, and Non-consolidated Financial Statements require revisions,the revised versions will be posted on the Company’s website (https://www.fujibo.co.jp/).

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Measures to Prevent Infection of the Coronavirus Disease
On the occasion of the 201st Annual General Meeting of Shareholders of the Company, we would like toinform you that we will implement the following measures to prevent infection of the coronavirus disease(COVID-19). We appreciate your understanding and cooperation.
1. Measures to be taken The Company will provide alcohol hand sanitizers near the reception desk.
 Our operational staff for the meeting will wear face covers while serving after confirming their physicalconditions including their temperatures.
 The Company has been considering the way to expedite the meeting more smoothly than usual.
2. Request to shareholders
 For those who plan to attend the meeting, we encourage you to pay attention to your physical condition
until the date of the event and not to overexert yourself.
 Your voting rights can also be exercised in writing or via the Internet. We kindly recommend ourshareholders to use these methods.
3. Request to shareholders who will attend the meeting For those who will attend the meeting, we strongly encourage you to bring and wear face covers.
 When arriving at the meeting, please use hand sanitizers provided at the venue before entering.
 The Company may take your temperature around the reception desk. For those who have a fever, we may
refuse admission to the venue. Additionally, our operational staff may approach you and ask to leave thevenue for those whose physical condition is appeared not to be well enough. We appreciate yourunderstanding in this regard.
Depending on the status of the spread of the COVID-19 infection and the announcement from governments, etc.
up to the date of the event, the Company may change measures taken for the operation of the meeting. Pleasecheck the announcements to be posted on the Company’s website (https://www.fujibo.co.jp/).

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Reference Documents for the General Meeting of Shareholders
Proposals and References
Proposal 1:

Appropriation of Surplus

The Company considers the return of profits to shareholders its most important management issue, and incomprehensive consideration of factors such as the management environment and business results, strives to
distribute stable dividends over the long term.
Based on the above policy, the Company proposes a year-end dividend of ¥55 per share for the fiscal year
under review as described below. Added to the interim dividend of ¥50 per share, this gives a total dividend
for the year of ¥105 per share.
Items Related to the Year-end Dividend(1) Type of dividend property
Cash(2) Items related to the allocation of dividend property to shareholders and its total amount55 yen per common share
Total of 629,970,385 yen(3) Effective date of the distribution of surplus
June 30, 2021

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Proposal 2:

Election of Eight Directors

The terms of office of all eight Directors will expire at the conclusion of this year’s Annual General Meetingof Shareholders. Accordingly, the Company proposes the election of eight Directors, including three Outside
Directors.
With the aim to strengthen the corporate governance, the Company has established the Nomination
Advisory Committee and the Compensation Advisory Committee, with a majority of the members being
independent Outside Directors. Regarding the candidates for Directors, the Nomination Advisory Committee
deliberates on the policy, procedures and original proposals, and the Board of Directors determines thecandidates for Directors based on the recommendation of the Committee.
After the conclusion of this General Meeting, the Company will further strengthen the corporate
governance, with the names of the Nomination Advisory Committee and the Compensation Advisory
Committee to be changed to the Nomination Committee and the Compensation Committee, respectively.
Specifically, regarding the amount of basic compensation (monetary compensation) out of individualcompensation for Directors elected in this General Meeting, the Compensation Committee, with a majority ofthe members being independent Outside Directors, will determine the amount, based on the resolution of theBoard of Directors, and with the decision-making authority delegated by the Board of Directors. Regarding
the details of stock compensation for Directors (excluding Outside Directors), the Company will continue todetermine the amount of monetary compensation claims and the number of the allotted stock for individual
Directors by the resolution of the Board of Directors, following the recommendation of the Compensation
Committee.
The candidates for Director are as follows:
No.

Name
(Date of birth)

Past experience, positions, responsibilities,
and significant concurrent positions
April 1973
November 1998
June 2002

1

Number ofshares of theCompany held

Joined the Company
General Manager, Functional Materials Department
General Manager, Functional Products Business Department andGeneral Manager, Function Products Department
February 2004
General Manager, Functional Products Business Department
Directorand General Manager, Functional Products Business
June
2004
Mitsuo Nakano
Department(February 23, 1951)
Director, the Company; Representative Director & President,
May 2005
27,752
Yanai Chemical Industry Co., Ltd.
Director and Executive Officer, the Company; Representative
June 2005
Reelection
Director & President, Yanai Chemical Industry Co., Ltd.
May 2006
Representative Director & President, Executive President, theCompany
June 2017
Representative Director, Chairman & President, Executive
President
To the present[Reason for nomination as candidate for Director]
Subsequent to serving as Representative Director & President at a business subsidiary, Mr. Mitsuo Nakano has served as
Representative Director & President of the Company since May 2006. As he possesses a wealth of experience and broad
insight regarding the Group’s business and corporate management, the Company has judged that he is suited for the positionof the Company’s Director, and has thus designated him as a candidate.

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No.

Name
(Date of birth)

Past experience, positions, responsibilities,
and significant concurrent positions

Joined the Mitsubishi Bank, Ltd. (currently MUFG Bank, Ltd.)
General Manager, Asakusabashi Branch, The Bank of TokyoMitsubishi, Ltd. (currently MUFG Bank, Ltd.)
General Manager, Jinbocho Branch
May 2005
General Manager, Jinbocho Branch, The Bank of TokyoJanuary 2006
Mitsubishi UFJ, Ltd. (currently MUFG Bank, Ltd.)
General Manager, Yanagibashi Branch
May 2007
Representative Director and Managing Director, Mitsubishi UFJ
June 2009
Capital Co., Ltd.
Kazushi Yoshida
April 2012
Representative Director, Managing Director, and Managing(April 1, 1957)
Executive Officer
7,426
Advisor, the Company
July 2012
Reelection
Executive Officer
October 2012
Director and Senior Executive Officer
June 2013
Director and Managing Executive Officer
June 2014
Director and Senior Managing Executive Officer
June 2016
Representative Director and Senior Managing Executive Officer
June 2017
To the present(Current responsibilities)
Supervisory duties of Corporate Planning
Responsible for Finance and Accounting, IR, and Risk Management[Reason for nomination as candidate for Director]
After serving in important positions at financial institutions, Mr. Kazushi Yoshida has served as Representative Director of
the Company since June 2017. As he possesses a wealth of experience and broad insight regarding the Group’s business andcorporate management, the Company has judged that he is suited for the position of the Company’s Director, and has thus
designated him as a candidate.
April 1981
Joined the Company
April 2015
General Manager, Secretarial Office
June 2017
Executive Officer and General Manager, Secretarial Office
June 2018
Senior Executive Officer and General Manager, Secretarial
OfficeAugust 2018
Senior Executive Officer, the Company; Representative Director& President, Fujibo Apparel Corporation; Representative
Director & Chairman, Fujibo Trading Co., Ltd.
April 2019
Senior Executive Officer, the Company; Representative Director
Yasuo Toyooka& President, Fujibo Apparel Corporation(March 25, 1959)
5,125
June 2019
Director and Senior Executive Officer, the Company;
Representative Director & President, Fujibo Apparel
Reelection
Corporation
To the present(Current responsibilities)
Supervisory duties of General Affairs, Personnel Affairs, and Near-Future ProductDevelopment
Responsible for Secretaries, Customer Support, and Advertising(Significant concurrent positions)Representative Director & President, Fujibo Apparel Corporation[Reason for nomination as candidate for Director]
While serving as a responsible person in management departments and as Representative Director & President of a businesssubsidiary, Mr. Yasuo Toyooka has served as Director of the Company since June 2019. As he possesses a wealth ofexperience and broad insight regarding the Group’s business and corporate management, the Company has judged that he issuited for the position of the Company’s Director, and has thus designated him as a candidate.
April 1979
May 2003

2

3

Number ofshares of theCompany held

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No.

Name
(Date of birth)

Past experience, positions, responsibilities,
and significant concurrent positions
April 1987
August 2015

4

Number ofshares of theCompany held

Joined the Company
General Manager, Functional Product Business Development
Department
January 2017
Executive Officer, the Company; Representative Director &President, Fujibo Textile, Inc.
September 2017 Executive Officer and General Manager, Osaka Branch, theCompany; Representative Director & President, Fujibo Textile,Inc.; Representative Director & President, Fujibo Trading Co.,
Ltd.; Representative Director & President, Angle Co., Ltd.
January 2018
Executive Officer and General Manager, Functional ProductBusiness Development Department, the Company;
Representative Director & President, Fujibo Textile, Inc.
May 2018
Executive Officer, the Company; Representative Director &President, Yanai Chemical Industry Co., Ltd.
Masahide Inoue
November 2018 Executive Officer and General Manager, Functional Product(April 16, 1964)
4,306
Business Development Department, the Company;
Representative Director & President, Yanai Chemical Industry
Reelection
Co., Ltd.
April 2019
Executive Officer and General Manager, Functional ProductDevelopment Department, Near-Future Product Development
Supervisory Department, the Company; Representative Director& President, Yanai Chemical Industry Co., Ltd.
April 2020
Executive Officer, the Company; Representative Director &President, Yanai Chemical Industry Co., Ltd.
June 2020
Director and Senior Executive Officer, the Company;
Representative Director & President, Yanai Chemical Industry
Co., Ltd.
May 2021
Director and Senior Executive Officer, the Company
To the present(Current responsibilities)
Supervisory duties of Chemical Products Business[Reason for nomination as candidate for Director]
While serving as a responsible person in development departments and as Representative Director & President of a businesssubsidiary, Mr. Masahide Inoue has served as Director of the Company since June 2020. As he possesses a wealth ofexperience and broad insight regarding the Group’s business and corporate management, the Company has judged that he issuited for the position of the Company’s Director, and has thus designated him as a candidate.

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No.

Name
(Date of birth)

Past experience, positions, responsibilities,
and significant concurrent positions
April 1989
March 2013
October 2015
May 2017
January 2018
April 2019
June 2020

5

6

Number ofshares of theCompany held

Joined the Company
Factory Manager, Nyugawa Factory, Fujibo Ehime Co., Ltd.
Director and Managing Executive Officer
Director and Senior Managing Executive Officer
Yoshimi Mochizuki
Director and Executive Vice President(November 24, 1966)
Representative Director & President
2,313
Executive Officer, the Company; Representative Director &NewPresident, Fujibo Ehime Co., Ltd.
To the present(Significant concurrent positions)Representative Director & President, Fujibo Ehime Co., Ltd.
[Reason for nomination as candidate for Director]
While serving as Representative Director & President of a business subsidiary of the Company, Mr. Yoshimi Mochizuki hasserved as Executive Officer of the Company since June 2020. As he possesses a wealth of experience and broad insight
regarding the Group’s business and corporate management, the Company has judged that he is suited for the position of theCompany’s Director, and has thus designated him as a candidate.
April 1978
Joined Yamaha Motor Co., Ltd.
May 1999
General Manager, Production Control Department, Production
Control Division, MC Operations
April 2003
Director and President, Yamaha Motor Manufacturing
Corporation of America
January 2009
Executive General Manager, Procurement Center, Yamaha
Motor Co., Ltd.
March 2009
Executive Officer and Executive General Manager, Procurement
CenterMarch 2010
Senior Executive Officer and Executive General Manager,
Procurement Center
Nobuya Hideshima
March 2011
Director, Senior Executive Officer, and Executive General(January 9, 1954)
Manager, Procurement Center
March 2013
Director, Managing Executive Officer, and Executive General
Reelection
1,300Manager, Procurement Center
January 2014
Director, Managing Executive Officer, Chief General Manager,
OutsideEngine Unit, and Chief General Manager, CS Center
January 2016
Director, Managing Executive Officer, and Chief General
Independent
Manager, Engine Unit
March 2017
AdvisorJune 2017
Outside Director, the Company
To the present
June 2018
Outside Director, ShinMaywa Industries, Ltd.
To the present
June 2019
Outside Director, NIPPON THOMPSON CO., LTD.
To the present(Significant concurrent positions)
Outside Director, ShinMaywa Industries, Ltd.
Outside Director, NIPPON THOMPSON CO., LTD.
[Reason for nomination as candidate for Outside Director and summary of expected role]
Mr. Nobuya Hideshima has long been involved in management, and to utilize his wealth of experience and broad insight ascorporate manager in the Company’s management, the Company has designated him as candidate. The Company expects
him to supervise the Company’s management from a standpoint independent of the Company’s management.

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No.

Name
(Date of birth)

Past experience, positions, responsibilities,
and significant concurrent positions

Number ofshares of theCompany held

December 1988
June 1992
December 2000
April 2008
April 2012

7

8

Joined Recruit Co., Ltd.
Ran a translation/interpreting operation
Joined Space Design Inc.
Ruth Marie Jarman
Director(May 30, 1966)
Chief Executive Officer, Jarman International K.K.
To the present
Reelection
June 2019
Outside Director, the Company
400
To the present
OutsideJune 2020
Outside Director, Member of the Board, KADOKAWACORPORATION
Independent
To the present(Significant concurrent positions)Chief Executive Officer, Jarman International K.K.
Outside Director, Member of the Board, KADOKAWA CORPORATION[Reason for nomination as candidate for Outside Director and summary of expected role]
Ms. Ruth Marie Jarman possesses abundant knowledge and experience regarding business strategy to satisfy international
clients as a consultant, and to utilize her professional insight and the viewpoint of a female in the Company’s management,
the Company has designated her as a candidate. The Company expects her to supervise the Company’s management from astandpoint independent of the Company’s management.
April 1977
Joined Daikyo Oil Co., Ltd. (currently Cosmo Oil Co., Ltd.)
June 2002
General Manager, Fukuoka Branch, Cosmo Oil Co., Ltd.
June 2004
General Manager, Osaka Branch
June 2006
Executive Officer and General Manager, Sales Management
Hisashi Kobayashi
Department(November 12, 1954)
June 2008
Senior Executive Officer and General Manager, SalesManagement Department
Reelection
June 2010
Senior Executive Officer
400
June 2011
Director, Senior Executive Officer
OutsideJune 2014
Director, Senior Managing Executive Officer
October 2015
Transitioned to a holding company structure by establishing
Independent
Cosmo Energy Holdings Co., Ltd.
President and Representative Director, Cosmo Oil Co., Ltd.
June 2020
Outside Director, the Company
To the present[Reason for nomination as candidate for Outside Director and summary of expected role]
Mr. Hisashi Kobayashi has long been involved in management, and to utilize his wealth of experience and broad insight as acorporate manager in the Company’s management, the Company has designated him as a candidate. The Company expects
him to supervise the Company’s management from a standpoint independent of the Company’s management.
(Notes)1. There are no special interests between each candidate for Director and the Company.
2. Mr. Nobuya Hideshima, Ms. Ruth Marie Jarman, and Mr. Hisashi Kobayashi are candidates for Outside Directors.
3. The Company has designated Mr. Nobuya Hideshima, Ms. Ruth Marie Jarman, and Mr. Hisashi Kobayashi as
Independent Directors as defined by the rules of the Tokyo Stock Exchange, and has made a submission to said Exchange.
4. Mr. Nobuya Hideshima, Ms. Ruth Marie Jarman and Mr. Hisashi Kobayashi are currently Outside Directors of theCompany, and at the conclusion of this General Meeting, their respective terms of office as Outside Directors will befour years for Mr. Nobuya Hideshima, two years for Ms. Ruth Marie Jarman, and one year for Mr. Hisashi Kobayashi.
5. In its Articles of Incorporation, the Company defines that it may conclude agreements with Directors (excluding
executive officers, etc.) to limit their liability for damages due to negligence of duties, and such liability limitationagreements have been concluded with Mr. Nobuya Hideshima, Ms. Ruth Marie Jarman, and Mr. Hisashi Kobayashi withthe limit set as the amount stipulated by laws and regulations. In the event that Mr. Nobuya Hideshima, Ms. Ruth Marie
Jarman and Mr. Hisashi Kobayashi are reelected, the Company plans to continue said liability limitation agreementswith them.
6. The Company has concluded a directors and officers liability insurance contract with an insurance company. The
insurance contract will compensate for damages and litigation expenses to be borne by the insured in the event that aclaim for damages is made against the insured due to an act committed in his/her capacity as a director or an officer of
the Company. Each candidate for Directors will be included as the insured of the insurance contract. In addition, theCompany plans to renew the insurance contract with the above details at the next renewal.

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