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.

Securities code: 7976
March 6, 2024
To our shareholders:Eiichiro Suhara
Representative Director, Chairman
Mitsubishi Pencil Company, Limited
5-23-37, Higashi-ohi, Shinagawa-ku, Tokyo

Notice of the 149th Annual General Meeting of Shareholders
You are hereby notified that the 149th Annual General Meeting of Shareholders of Mitsubishi Pencil Company,
Limited (the “Company”) will be held as indicated below.
When convening this general meeting, the Company takes measures to provide electronically the information that isthe content of the Reference Documents for General Meeting of Shareholders and other documents (matters forwhich electronic provision measures are to be taken), and posts this information on the respective websites specified
below. Please access one of the websites below to review the information (in Japanese only).
[Company’s Website]
https://www.mpuni.co.jp/ir/stock/index.html#soukai (in Japanese only)[Website on which Informational Materials for General Meeting of Shareholders are Posted]
https://d.sokai.jp/7976/teiji/ (in Japanese only)[Tokyo Stock Exchange Website (Listed Company Search)]https://www2.jpx.co.jp/tseHpFront/JJK020010Action.do?Show=Show(Please access the Tokyo Stock Exchange website specified above, enter “Mitsubishi Pencil” in the “Issue name(company name)” field, or “7976” in the “Code” field, to make a search, select “Basic information,” and then“Documents for public inspection/PR information,” and check the information from “Notice of General Shareholders
Meeting/Informational Materials for a General Shareholders Meeting” indicated below the “Field information
available for public inspection.”)If you do not attend the meeting in person, you may exercise your voting rights in writing or via the internet. Please
review the attached Reference Documents for the General Meeting of Shareholders and exercise your voting rights
by 5:10 p.m. on Wednesday, March 27, 2024 (JST).
1. Date and Time: Thursday, March 28, 2024 at 10:00 a.m. (JST) (The venue opens at 9:30 a.m. (JST))
2. Venue:
Second Floor Seminar Room at the Company’s Head Office
5-23-37, Higashi-ohi, Shinagawa-ku, Tokyo
3. Purpose of the Meeting
Matters to be reported:
1. Business Report and Consolidated Financial Statements for the 149th fiscal year (from January 1, 2023 to
December 31, 2023), and the results of audits of the Consolidated Financial Statements by the Financial
Auditor and the Audit & Supervisory Board
2. Non-consolidated Financial Statements for the 149th fiscal year (from January 1, 2023 to December 31,
2023)
Matters to be resolved:
Proposal No. 1
Appropriation of Surplus
Proposal No. 2
Election of Nine (9) Directors
Proposal No. 3
Election of One (1) Audit & Supervisory Board Member
Proposal No. 4
Election of One (1) Substitute Audit & Supervisory Board Member-1-Proposal No. 5

Disposal of Treasury Shares through Third Party Allotment with Aim of Supporting
Activities of Foundation for Human Expression & Creative Empowerment- Our shareholders are required to access the websites specified on the first page, in principle, to confirm the matters for whichelectronic provision measures are to be taken, and only the shareholders who have requested the delivery of paper-based documents
before the record date will be provided with the paper-based documents containing those matters. However, as for this general
meeting, all the shareholders are provided with this paper-based notice of meeting containing those matters, irrespective of whether
they have requested the delivery of paper-based documents.
Among matters for which electronic provision measures are to be taken, the following matters are not provided in this Notice because
the provisions of laws and regulations and the Articles of Incorporation of the Company stipulated that these matters may be omitted
even from the paper-based documents to be delivered to our shareholders who have requested the delivery of paper-based documents.
- Following matters among those reported in the business report- “Principal Business”- “Major Offices and Factories”- “Status of Employees”- “Status of Principal Lenders”- “Status of the Company’s Shares”- “Status of the Company’s Share Acquisition Rights”- “Matters Regarding Outside Directors”- “Status of the Financial Auditor”- “Systems to Ensure Appropriateness of Operations and Operational Status of the Systems”- “Basic Policy on Control of the Company”- “Other Important Matters Regarding the Current Status of the Company”- “Consolidated Statement of Changes in Equity” and “Notes to Consolidated Financial Statement” of the Consolidated Financial
Statements- “Non-consolidated Statement of Changes in Equity” and “Notes to Non-consolidated Financial Statements” of the Nonconsolidated Financial Statements- The Business Report audited by the Audit & Supervisory Board Members in creating their audit report contains the abovementioned
matters in the business report. The Consolidated Financial Statements and the Non-consolidated Financial Statements audited by the
Financial Auditor and Audit & Supervisory Board Members in preparing their audit reports include the particulars of the above
Consolidated and Non-consolidated Financial Statements.
- If there are any amendments made to this Notice or matters for which electronic provision measures are to be taken or if there are
significant changes in the way the General Meeting of Shareholders will be run, the Company will post a notice of the amendments
and the details of the matters before and after the amendments on our websites specified on the first page.

-2-

Reference Documents for the General Meeting of Shareholders
Proposal No. 1

Appropriation of Surplus

The Company has given consideration to the business performance of the fiscal year and future business development,
and it proposes to pay year-end dividends for the 149th fiscal year as follows:
Year-end dividends(1) Type of dividend property
Cash(2) Allotment of dividend property and the total amount22 JPY per common share of the Company(ordinary dividend of 20 JPY, special dividend of 2 JPY)
In this event, the total dividends will be 1,247,270,838 JPY.
(3) Effective date of dividends of surplus
March 29, 2024

-3-

Proposal No. 2

Election of Nine (9) Directors

The terms of office of all eight (8) Directors will expire at the conclusion of this meeting. Therefore, the Company
proposes the election of nine (9) Directors, increasing the number of Directors by one (1) to strengthen the
management system. The candidates for Directors are as follows:
Candidate
Name
No.
1
Eiichiro Suhara

Current position and responsibility in the Company

Attribute
Reelection

2

Shigehiko Suhara

3

Kazuhisa Kirita

4

Takao Suzuki

5

Nobuo Yamamura

6

Nobuyuki Nagasawa

Representative Director, Chairman
Representative Director, President, in charge of New Business
Development and Internal Audit
Director, Managing Executive Officer, Engineering, in charge of
Quality Assurance and Sustainability
Director, Senior Executive Officer in charge of Human
Resources, Information System and Legal Affairs
Managing Executive Officer in charge of Domestic Sales andMarketing, and General Manager of Product Development
Department
Director

7

Tojiro Aoyama

Outside Director

8

Asako Saito

Outside Director

9

Tadashi Shimamoto

Outside Director

Reelection: Candidate for Director to be reelected
New election: Candidate for Director to be newly elected
Outside: Candidate for Outside Director
Independent Director: Independent Director as defined by the securities exchange-4-

Reelection
Reelection
Reelection
New election
Reelection
Reelection
OutsideIndependent
DirectorReelection
OutsideIndependent
DirectorFemaleReelection
OutsideIndependent
Director

CandidateNo.

1

Number of the
Career summary, and position and responsibility in the
Company’s sharesCompany
owned(Important concurrent positions)Aug. 1974
Joined the Company
Mar. 1980
Director
Mar. 1982
Managing Director
Mar. 1985
Director, Vice President
Mar. 1987
Representative Director, President
June 2015
Outside Director of Eisai Co., Ltd.
Mar. 2019
Representative Director, Chairman andPresident of the Company
Eiichiro SuharaMar. 2020
Representative Director, Chairman (current(July 19, 1948)
467,807 shares
position)
Reelection
June 2020
Outside Audit & Supervisory Board Member of
FUJI KYUKO CO., LTD. (current position)
June 2023
External Director of CASIO COMPUTER CO.,LTD. (current position)[Important concurrent positions]
External Director of CASIO COMPUTER CO., LTD.
Outside Audit & Supervisory Board Member of FUJI KYUKO
CO., LTD.
[Reasons for nomination as a candidate for Director]
Ever since his appointment as Representative Director, President in 1987, Eiichiro Suhara has exhibited superiorleadership and has been leading the Company’s business for many years. He has played an important role in achieving
sustainable growth and increasing the corporate value of the Group. His abundant experience and wide breadth ofknowledge, as well as his perspective that takes a big-picture view of the Group, are essential for us in our aim tofurther strengthen the supervisory function hereafter. Therefore, the Company proposes his reelection as Director.
Name(Date of birth)-5-

CandidateNo.

2

Number of the
Career summary, and position and responsibility in the
Company’s sharesCompany
owned(Important concurrent positions)Apr. 2005
Joined the Company
Apr. 2010
General Factory Manager of Gunma Factory
Apr. 2012
General Manager of Sales Planning Department
Mar. 2013
Director in charge of Corporate Planning
Nov. 2015
Director in charge of Corporate Planning andGeneral Manager of International Operations
Planning Department
Mar. 2016
Director in charge of Product Development andNew Business Development
Mar. 2017Managing Director in charge of Writing
Instrument Business, New Business
Development, Product Development andQuality Assurance
Mar.
2018
Director, Vice President
Shigehiko Suhara(February 11, 1979)
377,540 sharesMar. 2019
Representative Director, Vice President
Reelection
Mar. 2020
Representative Director, President
Mar. 2022
Representative Director, President, in charge of
New Business Development and Internal Audit
Nov. 2023
Representative Director, President, in charge of
New Business Development, Internal Audit,
Production and Production Engineering
Jan. 2024
Representative Director, President, in charge of
New Business Development and Internal Audit(current position)[Important concurrent positions]Representative Director, President of Yamagata Mitsubishi
Pencil Precision Co., Ltd.
CEO of uni-ball Corporation
Chairman of Mitsubishi Pencil Vietnam Co., Ltd.
[Reasons for nomination as a candidate for Director]
Shigehiko Suhara has served as General Factory Manager of Gunma Factory and General Manager of Domestic andInternational Sales Planning, and has been in charge of Corporate Planning, Product Development, and New Business
Development. As such, he has a variety of experience and knowledge in domestic and international production andsales, and has exhibited superior management execution capabilities and leadership as Representative Director andPresident. Based on this, he has played an important role in efforts aimed at further enhancing the flexible management
decisions and swift business execution, as well as at achieving business growth and increasing the corporate value of
the Company. Therefore, the Company proposes his reelection as Director.
Name(Date of birth)-6-

Candidate
No.

3

Number of the
Career summary, and position and responsibility in the
Company’s sharesCompany
owned(Important concurrent positions)Apr. 1981
Joined the Company
Apr. 2003
General Manager of Product Development
Department
Apr. 2007
General Manager of Gunma Research andDevelopment Center
Apr. 2011
General Manager of Product Development
Department
Mar. 2012
Director and General Manager of ProductDevelopment Department
Mar. 2016
Director in charge of Engineering, Patent
Administrations and Cosmetics
Kazuhisa Kirita
Mar. 2018
Managing Director in charge of Engineering,(November 13, 1958)
15,200 sharesIntellectual Property Rights, Cosmetics andReelection
New Business Development
Mar. 2019
Director, Managing Executive Officer in chargeof Engineering, Intellectual Property Rights,
Cosmetics and Industrial Materials
Mar. 2020
Director, Managing Executive Officer,
Engineering, in charge of Quality Assurance
Mar. 2021
Director, Managing Executive Officer,
Engineering, in charge of Quality Assuranceand EnvironmentMar. 2022
Director, Managing Executive Officer,
Engineering, in charge of Quality Assurance
and Sustainability (current position)[Reasons for nomination as a candidate for Director]
Based on his experience in research and development, Kazuhisa Kirita has been involved in Product Development,
Cosmetics, New Business Development, and other areas. Furthermore, he has made many achievements andaccumulated experience of commercialization based on the combination of technology and business. In addition, as the
person in charge of Sustainability, he has been involved in cross-functional activities aimed at building a sustainablebusiness structure. The Company judged that his insight, grounded on such extensive experience, will contribute tofurther development and establishment of sustainable systems in the Company. He will also play an important role inmanagement decision making. Therefore, the Company proposes his reelection as Director.
Name(Date of birth)-7-

Candidate
No.

4

5

Number of the
Career summary, and position and responsibility in the
Company’s sharesCompany
owned(Important concurrent positions)Apr. 1985
Joined the Company
Apr. 2009
General Manager of President’s Office
Aug. 2009
General Manager of Sales Planning Department
Apr. 2013
General Manager of Corporate Planning
Department
Apr. 2017
General Manager of IT Solution Center
Apr. 2018
Senior General Manager, General Manager of
IT Solution Center
Mar. 2019
Executive Officer, General Manager of IT
Takao Suzuki
Solution Center(December 14, 1962)
6,900 sharesMar. 2020
Senior Executive Officer, General Manager ofReelection
Corporate Planning Department and in chargeof Information System
Mar. 2021
Senior Executive Officer in charge of Human
Resources and Information System
Mar. 2022
Director, Senior Executive Officer in charge of
Human Resources and Information System
Mar. 2023
Director, Senior Executive Officer in charge of
Human Resources, Information System andLegal Affairs (current position)[Reasons for nomination as a candidate for Director]
Takao Suzuki has extensive achievements and experience in managerial departments, mainly in corporate planning,
information systems, human resources and legal affairs. He can grasp the Company’s situation from a diversified
perspective by leveraging his insights, and has played an important role in management decision making and thestrengthening of business execution supervising functions. Therefore, the Company proposes his reelection as Director.
Apr. 1985
Joined the Company
Apr. 2007
General Manager of Product Development
Department
July 2011
Chairman of Mitsubishi Pencil Vietnam Co.,Ltd.
July 2013
Managing Director of Mitsubishi Pencil Tokyo
Sales Co., Ltd.
Apr. 2015
General Manager of Sales Planning Department
Nobuo Yamamuraof the Company
15,500 shares(August 24, 1962)
Mar. 2017
Director and General Manager of Domestic
New election
Sales and Marketing Department
Mar. 2019
Senior Executive Officer, General Manager ofDomestic Sales and Marketing Department andGeneral Manager of Product Development
Department
Mar. 2022
Managing Executive Officer in charge ofDomestic Sales and Marketing, and General
Manager of Product Development Department(current position)[Reasons for nomination as a candidate for Director]
Nobuo Yamamura has held important positions in product development, domestic sales, and major domestic andoverseas subsidiaries, and has management experience in both the manufacturing and sales. He is expected to utilize hiscross-cutting knowledge and experience for playing a leading role in management and supervision and to contribute torevitalization of the Company’s Board of Directors through proactive statements. Therefore, the Company proposes him
as a candidate for Director.
Name(Date of birth)-8-

Candidate
No.

6

Number of the
Career summary, and position and responsibility in the
Company’s sharesCompany
owned(Important concurrent positions)Apr. 1980
Joined the Company
Apr. 2001
General Manager, assistant to International
Business Department
Apr. 2003
General Manager of Financial Resources andAccounting Department
Mar. 2006
Director and General Manager of Financial
Resources and Accounting Department
Jan. 2008
Director in charge of Financial Affairs, Legal
Affairs and Information System
Apr. 2010
Director in charge of Financial Affairs, Legal
Affairs, Information System and Internal
Control
Mar. 2016
Director in charge of Corporate Planning andInformation System
Nobuyuki Nagasawa(April 3, 1957)
30,800 sharesMar. 2017Managing Director in charge of Human
Reelection
Resources, Corporate Planning and Information
SystemMar. 2018
Managing Director in charge of Human
Resources, General Affairs, Legal Affairs andComplianceMar. 2019
Director, Managing Executive Officer in chargeof Human Resources, General Affairs, Legal
Affairs and ComplianceMar. 2021
Director, Managing Executive Officer,
Corporate Administration and in charge ofComplianceMar. 2022
Director, Managing Executive Officer,
Corporate Administration
Mar. 2023
Director (current position)[Reasons for nomination as a candidate for Director]
Nobuyuki Nagasawa has extensive knowledge and experience in managerial divisions, including accounting, finance,
legal affairs, and information system, and his achievements include establishing a group-wide compliance system andrisk management system. He can grasp a birds-eye view of the Company Group’s situation from an objective andneutral standpoint as a non-executive director, and has played an important role in the strengthening of businessexecution supervising functions and in management decision-making. Therefore, the Company proposes his reelection
as Director as it expects him to continue to fulfill these roles.
Name(Date of birth)-9-

Candidate
No.

7

Number of the
Career summary, and position and responsibility in the
Company’s sharesCompany
owned(Important concurrent positions)Mar. 1979
Ph.D. in Engineering at Keio University
Apr. 1988
Assistant Professor, Department of MechanicalEngineering, Faculty of Science andTechnology, Keio University
Apr. 1995
Professor, Department of MechanicalEngineering, Faculty of Science andTechnology, Keio University
Apr. 1996
Professor, Department of System Design
Engineering, Faculty of Science andTechnology, Keio University
July 2009
Dean of Faculty of Science and Technology and
Dean of Graduate School of Science andTechnology, Keio University
Tojiro Aoyama
June 2015
External Director of DMG MORI CO., LTD.
(August 29, 1951)
Mar. 2016
President of the Japan Society for Precision
Reelection
Engineering
OutsideMar. 2017
Outside Audit & Supervisory Board Member ofIndependent Director
the Company
Apr. 2017
Professor Emeritus, Keio University
May 2017
Vice President of Keio University
Mar. 2019
Outside Director of the Company (current
position)Aug. 2021
Chairperson of Keio Engineering Foundation(current position)
Oct. 2023
Outside Audit & Supervisory Board Membersof Sato Pharmaceutical Co., Ltd. (current
position)[Important concurrent positions]
Outside Audit & Supervisory Board Member of Sato
Pharmaceutical Co., Ltd.
[Reason for nomination as a candidate for Outside Director and overview of expected role]
In addition to having extensive knowledge and experience in mechanical engineering, production engineering, andother fields, Tojiro Aoyama has served as Vice-President of Keio University, and possesses a wide breadth ofknowledge. Based on this experience, he has been able to provide beneficial opinions and advice from a viewpoint thatis not confined to the industry to which the Company belongs, which will lead to improved soundness and transparency
in management decision making. In addition, he has been responsible for overseeing the processes of selecting
candidates for Officers of the Company and determining remuneration for Officers from an objective and neutral
standpoint in his capacity as a member of the Nomination and Remuneration Committee. Therefore, the Company
proposes his reelection as Outside Director as it expects him to continue to fulfill these roles through the Board of
Directors, the Nomination and Remuneration Committee, etc. His term of office as Outside Director of the Company
will be five (5) years at the conclusion of this General Meeting of Shareholders. His total term of office, including histime as an Outside Audit & Supervisory Board Member, will be seven (7) years.
Name(Date of birth)- 10 -

Candidate
No.

8

Number of the
Career summary, and position and responsibility in the
Company’s sharesCompany
owned(Important concurrent positions)Apr. 1990
Joined Mercedes-Benz Japan Co., Ltd.
Sept. 1997
Joined Boston Consulting Group Japan Co.,
Ltd.
Mar. 2000
Joined Louis Vuitton Japan K.K.
June 2002
COO of Celux Co., Ltd.
Oct. 2008
Established Dramatic Co., Ltd.; Representative
Director
May 2014
Established ten to four inc.; Representative
Director
June 2015
Outside Director of YAOKO Co., Ltd. (current
position)
Asako Saito
Aug.
2015
Directorof Cogito Education and Management(January 21, 1968)
Inc.
Reelection
OutsideJune 2018
Outside Director of Watabe Wedding
Independent Director
Corporation
FemaleMar. 2019
Outside Director of the Company (current
position)
May 2020
Outside Director of SANYO SHOKAI LTD.
Nov. 2020
Outside Director of CIRCULATION Co., Ltd.
(current position)
Nov. 2020
Established BLOOM Co., Ltd.; Representative
Director (current position)[Important concurrent positions]Representative Director of BLOOM Co., Ltd.
Outside Director of YAOKO Co., Ltd.
Outside Director of CIRCULATION Co., Ltd.
[Reason for nomination as a candidate for Outside Director and overview of expected role]
In addition to extensive knowledge relating to business management and diversity management, Asako Saito possesses
a wide breadth of knowledge and achievement in marketing and branding. She has made diversified comments insustainability activities, including enhancement of corporate governance and promotion of diversity from a standpoint
which is independent of the Company’s management team and has played a key role in the further revitalization of theCompany’s Board of Directors. In addition, she has been responsible for overseeing the processes of selecting
candidates for Officers of the Company and determining remuneration for Officers from an objective and neutral
standpoint in her capacity as a member of the Nomination and Remuneration Committee. Therefore, the Company
proposes her reelection as Outside Director as it expects her to continue to fulfill these roles through the Board of
Directors, the Nomination and Remuneration Committee, etc. Her term of office as Outside Director of the Company
will be five (5) years at the conclusion of this General Meeting of Shareholders.
Name(Date of birth)- 11 -

Number of the
Career summary, and position and responsibility in the
Company’s sharesCompany
owned(Important concurrent positions)Apr. 1976
Joined Nomura Computer Systems Co., Ltd.
(currently Nomura Research Institute, Ltd.)
Apr. 2002
Senior Managing Director and Division
Manager of Advanced Information Technology
Division, Nomura Research Institute, Ltd.
Apr. 2004
Senior Corporate Managing Director, Division
Manager of Advanced Information Technology
Division, and Deputy Division Manager ofCenter for Knowledge Exchange & Creation,
Nomura Research Institute, Ltd.
June 2008
Representative Director, Member of the Board,
Senior Executive Managing Director in chargeof Supervising of Business Divisions, Nomura
Research Institute, Ltd.
Apr. 2010
President & CEO, Representative Director,
Member of the Board, Nomura ResearchInstitute, Ltd.
Apr. 2015
Chairman and President & CEO,
Representative Director, Member of the Board,
Tadashi Shimamoto
Nomura Research Institute, Ltd.
(February 8, 1954)
Apr. 2016
Chairman, Member of the Board, Nomura
Reelection
1,000 shares
Research Institute, Ltd.
OutsideJune 2019
Member of the Board, Nomura Research
Independent Director
Institute, Ltd.
June 2021
Special Advisor, Nomura Research Institute,Ltd. (current position)
June 2021
Director of Reading Skill Test, Inc. (current
position)Mar. 2022
Outside Director of the Company (current
position)
July 2022
Member of Public Interest Body ofPricewaterhouseCoopers Aarata LLC (currently
PricewaterhouseCoopers Japan LLC) (current
position)
June 2023
Outside Director of Seiko Epson Corporation(current position)[Important concurrent positions]
Special Advisor to Nomura Research Institute, Ltd.
Outside Director of Seiko Epson Corporation
Director of Reading Skill Test, Inc.
Member of the Public Interest Body, PricewaterhouseCoopers
Japan LLC
[Reason for nomination as a candidate for Outside Director and overview of expected role]
Tadashi Shimamoto has been involved in the management of Nomura Research Institute, Ltd. for many years and has
extensive experience and achievements in corporate management, as well as broad insight into corporate governance.
By leveraging his wealth of experience and knowledge, he has played an important role in improving the soundness andtransparency of management decision making at the Company from a standpoint which is independent of theCompany’s management team. In addition, he has been responsible for overseeing the processes of selecting candidates
for Officers of the Company and determining remuneration for Officers from an objective and neutral standpoint in his
capacity as a member of the Nomination and Remuneration Committee. Therefore, the Company proposes his
reelection as Outside Director as it expects him to continue to fulfill these roles through the Board of Directors, theNomination and Remuneration Committee, etc. His term of office as Outside Director of the Company will be two (2)years at the conclusion of this General Meeting of Shareholders.
1. Shigehiko Suhara concurrently serves as Representative Director, President of Yamagata Mitsubishi Pencil Precision Co.,
Ltd. The Company purchases its specified products from this company and is also leasing real estate to this company.

CandidateNo.

9

Notes:

Name(Date of birth)- 12 -

2. Shigehiko Suhara concurrently serves as CEO of uni-ball Corporation. The Company sells its products to this company
as a wholesaler.
3. Shigehiko Suhara concurrently serves as Chairman of MITSUBISHI PENCIL VIETNAM CO., LTD. The Company
purchases its specified products from this company.
4. There is no special interest between each candidate for Director other than those stated in 1. to 3. and the Company.
5. Tojiro Aoyama, Asako Saito, and Tadashi Shimamoto are candidates for Outside Directors.
6. Pursuant to the provisions of Article 427, paragraph (1) of the Companies Act, the Company has entered into limited
liability agreements with Tojiro Aoyama, Asako Saito, and Tadashi Shimamoto to limit their liability for damages under
Article 423, paragraph (1) of the Companies Act, on the condition that the requirements stipulated by laws and regulations
are met. If their reelection is approved, the Company will continue the above-mentioned limited liability agreements withthem. The maximum amount of liability for damages under this agreement is 5 million JPY or the minimum liability
amount provided for under laws and regulations, whichever is the higher amount.
7. In accordance with the provision under Paragraph (1), Article 430-2 of the Companies Act, the Company has concluded
indemnity agreements with all the Directors and the Audit & Supervisory Board Members by which the Company
indemnifies for expenses under Item 1 of the same Paragraph and losses under Item 2 of the same Paragraph within thescope stipulated by laws (however, in order to ensure that the appropriateness of performance of duties by Board Membersof the Company is not compromised, they will not be indemnified for costs of defense in excess of the amount normallyrequired or compensation, etc. required to pay in the case of their malicious misconduct or gross negligence in performing
their duties). If the reelection of the respective candidates is approved, the Company will continue the above-mentioned
indemnity agreements with them. If the election of Nobuo Yamamura, candidate for new election, is approved, theCompany intends to conclude an indemnity agreement with him with the similar details.
8. The Company has concluded a Directors and Officers liability insurance policy with an insurance company, as provided
for in Article 430-3, paragraph (1) of the Companies Act. This insurance policy covers damages arising from liability
borne by the insured persons in the course of execution of their duties as a Director, etc. or claims pertaining to the pursuitof such liability. Each candidate for Director is included as an insured person under the said insurance policy and willcontinue to be included as an insured person if elected as a Director of the Company pursuant to this proposal.
9. The Company has designated Tojiro Aoyama, Asako Saito, and Tadashi Shimamoto as Independent Directors under theprovisions of the Tokyo Stock Exchange and has notified the Exchange thereof and plans to continue to designate themas Independent Directors.
10. Tojiro Aoyama, Asako Saito, and Tadashi Shimamoto, who are candidates for Outside Directors, satisfy the “Independence
Criteria for Outside Directors and Outside Audit & Supervisory Board Members” stipulated by the Company on page 17- 13 -

Proposal No. 3

Election of One (1) Audit & Supervisory Board Member

Audit & Supervisory Board Member Akira Fukai will retire as an Audit & Supervisory Board Member at theconclusion of this meeting due to the expiration of his term of office. Therefore, the Company proposes the electionof one (1) Audit & Supervisory Board Member. The consent of the Audit & Supervisory Board has been obtained
for this proposal. The candidate for Audit & Supervisory Board Member is as follows.
Name(Date of birth)

Career summary and position in the Company(Important concurrent positions)Apr. 1987
Apr. 2015

Number of theCompany’s shares
ownedJoined the Company
Managing Director of Mitsubishi Pencil Hokkaido Sales
Co., Ltd.
July 2015
Representative Director, President of Mitsubishi Pencil
Hokkaido Sales Co., Ltd.
Hirohisa Ogawa(May 14, 1964)
2,000 sharesAug. 2018
Managing Director of Mitsubishi Pencil Tokyo Sales Co.,
New election
Ltd.
July 2020
Representative Director, President of Mitsubishi Pencil
Hokkaido Sales Co., Ltd.
July 2021
Representative Director, President of Mitsubishi Pencil
Tokyo Sales Co., Ltd. (current position)[Reasons for nomination as a candidate for Audit & Supervisory Board Member]
Hirohisa Ogawa serves as the Representative Director of a subsidiary of the Company and has held other positions at subsidiaries of
the Company. He has a wealth of experience as a manager and extensive knowledge of the Company’s sales and marketing.
Therefore, as the Company anticipates that he will play an important role in enhancing audits from his perspective that is closer toproduction sites and further strengthening the auditing system throughout the Group, the Company proposes his election as an Audit& Supervisory Board Member.
Notes: 1. There is no special interest between the candidate for Audit & Supervisory Board Member and the Company.
2. Hirohisa Ogawa currently serves as the Representative Director, President of Mitsubishi Pencil Tokyo Sales Co., Ltd., but
he is scheduled to retire from the position at the conclusion of the General Meeting of Shareholders of that company to beheld on March 28, 2024.
3. In accordance with the provision under Paragraph (1), Article 430-2 of the Companies Act, the Company has concluded
indemnity agreements with all the Directors and the Audit & Supervisory Board Members by which the Company
indemnifies for expenses under Item 1 of the same Paragraph and losses under Item 2 of the same Paragraph within thescope stipulated by laws (however, in order to ensure that the appropriateness of performance of duties by Board Membersof the Company is not compromised, they will not be indemnified for costs of defense in excess of the amount normallyrequired or compensation, etc., required to pay in the case of their malicious misconduct or gross negligence in performing
their duties). If the election of Hirohisa Ogawa, candidate for new election, is approved, the Company intends to conclude
an indemnity agreement with him with the similar details.
4. The Company has concluded a Directors and Officers liability insurance policy with an insurance company, as provided
for in Article 430-3, paragraph (1) of the Companies Act. This insurance policy covers damages arising from liability
borne by the insured persons in the course of execution of their duties as a Director, etc. or claims pertaining to the pursuitof such liability. Hirohisa Ogawa is included as an insured person under the said insurance policy as a Director of a
subsidiary of the Company and will continue to be included as an insured person if elected as an Audit & Supervisory
Board Member of the Company pursuant to this proposal. The Company intends to renew the said insurance policy withthe similar details during the terms of office of the Audit & Supervisory Board Member elected pursuant to this proposal.

- 14 -

Proposal No. 4

Election of One (1) Substitute Audit & Supervisory Board Member

The validity of election of Satoshi Sugano, who was elected as a Substitute Audit & Supervisory Board Member atthe 148th Annual General Meeting of Shareholders held on March 30, 2023, will expire as of commencement of thismeeting. Therefore, the Company requests approval for the election of one (1) Substitute Audit & Supervisory Board
Member to be ready to fill a vacant position should the number of Audit & Supervisory Board Members fall below
the number required by laws and regulations. The consent of the Audit & Supervisory Board has been obtained forthis proposal. The candidate for Substitute Audit & Supervisory Board Member is as follows:
Name(Date of birth)

Career summary(Important concurrent positions)Registered as an attorney at law; joined Naritomi & Partners(currently Marunouchi Minami Law Office)Oct. 2003
Partner of Naritomi & Partners
June 2015
Established Nakadori Law Office; Representative Attorneyat Law (current position)
Independent Audit &[Important concurrent positions]Supervisory Board Member
Representative Attorney at Law of Nakadori Law Office[Reasons for nomination as a candidate for Substitute Outside Audit & Supervisory Board Member]
Satoshi Sugano has no prior experience in the management of a company, but has advanced professional legal knowledge as an
attorney at law. As the Company judged that his extensive knowledge could be reflected in the Company’s auditing system and thathe could provide us with appropriate advice and suggestions for securing legal compliance from a standpoint which is independentof the Company’s management team, it proposes his reelection as Substitute Outside Audit & Supervisory Board Member.
Notes: 1. There is no special interest between the candidate for Substitute Audit & Supervisory Board Member and the Company.
2. Satoshi Sugano is a candidate for Substitute Outside Audit & Supervisory Board Member.
3. If Satoshi Sugano takes office as Audit & Supervisory Board Member, pursuant to the provisions of Article 427, paragraph(1) of the Companies Act, the Company plans to enter into a limited liability agreement with him to limit his liability fordamages under Article 423, paragraph (1) of the Companies Act, on the condition that the requirements stipulated by laws
and regulations are met. The maximum amount of liability for damages under this agreement will be 1 million JPY or theminimum liability amount provided for under laws and regulations, whichever is the higher amount.
4. In accordance with the provision under Paragraph (1), Article 430-2 of the Companies Act, the Company has concluded
indemnity agreements with all the Directors and the Audit & Supervisory Board Members by which the Company
indemnifies for expenses under Item 1 of the same Paragraph and losses under Item 2 of the same Paragraph within thescope stipulated by laws (however, in order to ensure that the appropriateness of performance of duties by Board Membersof the Company is not compromised, they will not be indemnified for costs of defense in excess of the amount normallyrequired or compensation, etc. required to pay in the case of their malicious misconduct or gross negligence in performing
their duties). If Satoshi Sugano takes office as Audit & Supervisory Board Member pursuant to this proposal, the Company
intends to conclude an indemnity agreement with him with the similar details.
5. The Company has concluded a Directors and Officers liability insurance policy with an insurance company, as provided
for in Article 430-3, paragraph (1) of the Companies Act. This insurance policy covers damages arising from liability
borne by the insured persons in the course of execution of their duties as a Director, etc. or claims pertaining to the pursuitof such liability. If Satoshi Sugano takes office as Audit & Supervisory Board Member, he will be included as an insured
person in the said insurance policy. The Company intends to renew the said insurance policy with the similar details while
the election of the Substitute Audit & Supervisory Board Members pertaining to this proposal is valid.
6. If Satoshi Sugano takes office as Audit & Supervisory Board Member, the Company plans to designate him as an
Independent Audit & Supervisory Board Member under the provisions of the Tokyo Stock Exchange and notify the
Exchange thereof.
7. Substitute Outside Audit & Supervisory Board Member candidate Satoshi Sugano satisfies the “Independence Criteria for
Outside Directors and Outside Audit & Supervisory Board Members” stipulated by the Company on page 17.
Satoshi Sugano(December 17, 1965)
Reelection
OutsideApr. 1994

Number of theCompany’s shares
owned- 15 -

[Reference]
As disclosed in the “Notice Concerning the Formulation of ‘Vision 2036 (Long-term Vision)’ and ‘Medium-term
Business Plan 2022-2024’” on February 17, 2022, the Company is working on a medium-term business plan for theperiod from 2022 to 2024 to achieve its long-term group vision of becoming “The World’s Most Expressive
Innovation Company” that unleashes the individuality and creativity of people around the world through “writing
and drawing.” In addition, the Company has made “globalization of the writing instrument business,” “creating andnurturing new businesses,” and “building a sustainable structure” as our priority measures in our medium-termbusiness plan.
In order to achieve these priority measures in the medium-term business plan, the Company believes it is important
for the Board of Directors to be composed of a well-balanced group of members with the knowledge, experience,
and abilities described in the skills matrix below. Therefore, the Company considered the balance and diversity ofthese skills in selecting candidates for Directors and Audit & Supervisory Board Members. All candidates for
Directors, Audit & Supervisory Board Members and incumbent Audit & Supervisory Board Members havemanagement experience at the Company, or other companies, or organizations.

Director/Audit & Supervisory Board Member

Representative
Director
Representative
Director
Director
Director
Director
Director
Outside Director
Outside Director

Management
Finance/ Legal/ Risk
Strategy/
Accounting Management
Marketing

Eiichiro Suhara〇

Shigehiko Suhara〇

Kazuhisa Kirita
Takao Suzuki
Nobuo Yamamura
Nobuyuki Nagasawa
Tojiro Aoyama
Asako Saito
Tadashi Shimamoto

〇

〇

〇

GlobalESG(EnvironInnovation
mental/Technology
Social/Governance)

〇

〇

〇

〇

〇

〇

〇

〇

〇

〇

〇

〇

〇

〇

〇

〇

〇

〇
〇

〇
〇
〇
Outside Director
Audit & Supervisory〇〇〇
Emi Murakami
Board Member
Audit & Supervisory〇〇〇
Hirohisa Ogawa
Board Member
Outside Audit &〇〇〇Supervisory Board
Toru Kajikawa
MemberOutside Audit &〇〇〇Supervisory Board
Osamu Ishida
Member(*) Up to three main skills that each person possesses are marked with “〇.” This does not represent all of the skills of each person.

- 16 -

[Reference] Independence Criteria for Outside Directors and Outside Audit & Supervisory Board Members
The Company deems that Outside Directors and Outside Audit & Supervisory Board Members (including candidates)
who do not fall under any of the criteria of the following items possess independence with regard to the Company
and do not pose a risk of conflict of interest with general shareholders.
1. Major shareholder
Major shareholder of the Company or its executing person. “Major shareholder” means any of those who directly
or indirectly hold 10% or more of voting rights at the end of the Company’s most recent fiscal year.
2. Major business partner(1) Our principal business partner or its executing person. “Our principal business partner” means any one of
the following:- The amount of payment from the said business partner to the Company in the most recent business year
exceeds 2% of the Company’s annual consolidated net sales.
- A business partner who is indispensable in fund procurement of the Company and whom the Company
relies on to the extent that there is no substitution.
(2) A party who considers the Company as a major business partner or its executing person. “A party who
considers the Company as a major business partner” means the following party:- The amount of payment from the Company to the said party in the most recent business year exceeds
2% of the said party’s annual consolidated net sales.
3. Professional service provider
A legal expert such as an attorney at law, accounting or tax specialist such as a certified public accountant or tax
accountant, consultant, corporate manager, university professor, etc. who obtains monetary or other property
profit exceeding 10 million JPY per year other than executive remuneration from the Company. When suchproperty is obtained by an organization such as a corporation or a partnership, this criterion applies to a person
belonging to such organization.
4. Donation/Grant
A person who receives donation or grant exceeding 10 million JPY per year from the Company. When such
donation or grant is obtained by an organization such as a corporation or a partnership, this criterion applies toan executing person of such organization.
5. A person who has fallen under any of the above 1. to 4. in the past three (3) years.
6. A spouse or a relative within second degree of kinship of a Director or an employee of the Company or theCompany’s subsidiary.
* In these criteria, the term “executing person” means a person who executes business in an organization such as a corporation or apartnership regardless of his/her title or position name such as director, executive officer, employee, etc.

- 17 -

Proposal No. 5

Disposal of Treasury Shares through Third Party Allotment with Aim of Supporting Activities
of Foundation for Human Expression & Creative Empowerment

1. Purpose of the Foundation
Since its foundation in 1887, the Company has been active as the leading company in writing instruments bothin Japan and globally by engaging itself in the development of high-quality and unique writing instruments. The
Company believes that its writing instruments have helped people manifest their innate individuality and talents
as tools for outputting their creativity and imagination. By looking back on its history and redefining the valuethat it provides, the Company established “Vision 2036 (Long-term Vision)” in 2022. In this long-term vision,
the Company declared that it will become “The World’s Most Expressive Innovation Company” that unleashes
the individuality and creativity of people around the world through “writing and drawing” in the belief that“everyone is unique in their own way, right from birth.” As part of its activities to achieve the vision, the Boardof Directors of the Company passed a resolution on February 16, 2024, to establish a foundation that supports
activities specialized in the area of self-expression (the “Foundation”).
As digital technology has evolved in recent years, society is making great strides toward emphasizing efficiency.
Rapid communication of information, automation of tasks, time and cost savings, etc., have become essential
aspects of business and daily life. Although many benefits are derived under these circumstances, traditional anddiverse values, as well as creative expressions, may be suppressed, and social diversity may be undermined. To
achieve “Vision 2036 (Long-term Vision)” under these circumstances, the Company needs to support colleges
and institutions that study a wide variety of expression methods, as well as artists and creators who practice new
methods of expression, thereby broadly conveying the value of diverse expressions.
Through these activities, the Foundation aims “to support research of new engineering development for bringing
out people’s unique expressions and individuality and activities to pursue the joy of expressive activities, as wellas to contribute to the realization of a diverse society where people can express themselves by writing anddrawing and where each other’s existence is accepted.” The Company expects the Foundation to play a role inaccelerating initiatives for solving these social issues and believes that the activities of the Foundation willcontribute to the achievement of “Vision 2036 (Long-term Vision)” and corporate philosophy of the Company,
assisting the Company to achieve sustainable growth and improve its corporate value over the medium to longterm.
2. Disposal of treasury shares
In order to ensure that the Foundation continuously performs social contribution activities in a stable manner,
the Company will establish a third-party trust (the “Trust”) with Sumitomo Mitsui Trust Bank, Limited, as thetrustee, Custody Bank of Japan, Ltd., as the sub-trustee, and the Foundation as the beneficiary. Under the Trust,
Custody Bank of Japan, Ltd., as the sub-trustee will acquire shares in the Company as trust property related to
the Trust. The Trust will deliver trust income from dividends, etc., from the Company’s shares to the Foundation,
which will be engaged in activities by utilizing said trust income.
The disposal of treasury shares under this proposal (the “Disposal of Treasury Shares”) will be made to the Trust,which will be established to contribute funds to the social contribution activities of the Foundation.
3. Rationality of disposal
From the perspective of enabling the Foundation to continuously conduct businesses in a stable manner,
including providing funds, to organizations or individuals that are engaged in activities in line with its objectives,
the Company believes that the number of shares to be disposed of in the Disposal of Treasury Shares is reasonable
as the number of treasury shares to be disposed of to obtain funds for supporting said activities.
The scale of the share dilution due to the Disposal of Treasury Shares on the stock market will be 2.52% of thetotal number of issued and outstanding shares, or 2.82% of 566,618 total voting rights (both scales are rounded
to the third decimal place). The Company believes that the impact on the stock market will be minor. Additionally,
the Trust plans to continue holding the shares to be disposed of through the Disposal of Treasury Shares during
the trust term unless it is expected to be difficult to achieve the objective of the trust by keeping the Foundationin the position of the beneficiary, due to bankruptcy of the Foundation, or other reasons. Therefore, within theframework of the Trust, it is not expected that the shares to be disposed of through the Disposal of Treasury
Shares will flow out to the stock market, at least not for the time being. In that sense, the Company also believes
that the impact on the stock market will be minor.
- 18 -

Moreover, the Custody Bank of Japan, Ltd., will not exercise the voting rights held by the Trust through the
Disposal of Treasury Shares during the trust period. As a result, the Company believes that there will be no
substantive impact on the rate of voting rights while the Trust continuously keeps shares to be disposed ofthrough the Disposal of Treasury Shares as described above.
The lower limit of the paid-in amount of 1 JPY per share is especially advantageous to the allotted party; however,as the amount is considered necessary and reasonable from the perspective of the abovementioned point andobjective, the Company hereby asks the shareholders to approve the delegation of the determination ofsubscription requirements for the disposal of treasury shares by third-party allotment to the Board of Directorsof the Company, in accordance with Article 199 (Determination of Subscription Requirements) and Article 200(Delegation of Determination of Subscription Requirements) of the Companies Act.
<Treasury shares to be disposed of>Common shares, 1,600,000(Ratio to the total number of issued and outstanding shares:
2.52%*)
1 JPY per share
1,600,000 JPY
Disposal by third-party allotment
Custody Bank of Japan, Ltd.
(Sub-trustee having Sumitomo Mitsui Trust Bank, Limited, as
the settlor)
June 2024 (scheduled)
In addition to the abovementioned particulars, the subscription
requirements and other necessary particulars required for
disposal of the treasury shares shall be determined through theresolution of the Board of Directors of the Company.

(1)

Type of shares to be disposed of and upper limit on thenumber of shares to be disposed of

(2)
(3)
(4)

Lower limit of paid-in amountThe minimum total paid-in amount
Disposal method(5)

Disposed to (or allottee)(6)Date of disposal (or payment due date)(7)

Delegation of determination*

This calculation is based on the total number of issued and outstanding common shares as of December 31, 2023, which is
63,286,292 shares.

<Overview of the Foundation>
Name
Address:
Representative Director

Foundation for Human Expression & Creative Empowerment
5-23-37, Higashi-ohi, Shinagawa-ku, Tokyo
Shigehiko Suhara- Contributing funds to colleges and institutions that study newengineering development for bringing out people’s uniqueexpressions and individuality, as well as artists and creators
who practice new methods of expression- Developing methods and tools of expression for general
consumers and encouraging expressive activities throughdistribution of information about those methods and tools- Conducting other businesses necessary to achieve objectivesof this foundation
Approximately 50 million JPY per year
April 2024 (scheduled)

Activity details

Activity funds
Date of foundation- 19 -