Note: Please note that the following is an unofficial English translation of Japanese original text of the
Notice of Resolutions of the 99th Ordinary General Meeting of Shareholders of HIRANO TECSEED Co.,
Ltd. The Company provides this translation for reference and convenience purposes only and without any
warranty as to its accuracy or otherwise. In the event of any discrepancy between this translation and theJapanese original, the latter shall prevail.
Securities Code 6245
（Mailing Date） June 6, 2023

Dear Shareholders
101-1 Kawai, Kawai-cho, Kitakatsuragi-gun, Nara

President

Kaoru Okada

Convocation Notice of the 99th Ordinary General Meeting of Shareholders
We would like to express our sincere thanks for your continued support.
I hereby deliver this Convocation Notice of the 99th Ordinary General Meeting of Shareholders.
In lieu of attending, shareholders can exercise their voting rights either via the internet or by returning
the enclosed voting right execution form by postal mail.
For details on exercising voting rights, please refer to the attached “Reference Documents for the
General Meeting of Shareholders”. In accordance with page 4 of “Guide to Exercising Voting Rights”,
please exercise your rights by 5pm JST June 26 (Monday) 2023.
Electronic provision measures are taken for the convocation of this General Meeting of Shareholders and thematters subject to electronic provision measures are posted as “Notice of Convocation of the 99th Annual
General Meeting of Shareholders” on the Company website https://www.hirano-tec.co.jp/ Please access thewebsite then select “Shareholder information”, then “General Meeting of Shareholders”, and “99th Annual
General Meeting of Shareholders”.
In addition to the above, this information is also posted on the following website on the internet.
Tokyo Stock Exchange website (TSE listed companies information service)https://www2.jpx.co.jp/tseHpFront/JJK020010Action.do?Show=Show(Please access the website then search either for the “Issue name (company name)” and enter “Hirano Tecseed”
or the “Code” and enter “6245”, then select “Basic Information” and then select “Documents for public
inspection/PR information” to review the “Notice of General Shareholders Meeting/Informational Materials for
a General Shareholders Meeting ”).

- 1 -Notes1.
2.
3.

Date and
Time
Place
Items
Items to bereported

June 27 (Tuesday) 2023 at 10.00am (JST)Company Headquarters, 101-1 Kawai, Kawai-cho, Kitakatsuragi-gun 636-0051 Nara
（Please refer to notes at the end）
1.

2.

Business Report, Consolidated Financial Statements, and Report by the
Independent Auditor and Audit & Supervisory Committee for the 99th term (from
April 1, 2022 to March 31, 2023)
Non-consolidated Financial Statements for the 99th term (from April 1, 2022 toMarch 31, 2023)

Items to beresolved<Company proposals (Proposals 1 to 3)>
Appropriation of Surplus
Proposal 1
Election of Eight (8) Directors (excluding Directors who are Audit & Supervisory
Proposal 2
Committee Members)
Election of One (1) Director who is an Audit & Supervisory Committee Member
Proposal 3◎For those attending on the day of the meeting, please submit the enclosed voting rights execution form at thereception desk of the venue.
◎If there are revisions to electronic provision measures, explanation of the revisions and the measures before
and after revision will be posted on each of the aforementioned websites.
◎In accordance with revision to the Companies Act, documents will, in principle, only be sent to shareholders
who have accessed the above websites on electronic provision measures and submitted a document request formby the required date. However, at the general shareholders meeting the documents prescribed by the electronic
provision measures will be sent to all shareholders regardless of whether they have submitted a document request
form or not.
As noted in the electronic provision measures, in accordance with relevant laws and regulations, as well as
Article 15 Paragraph 2 of the Company’s Articles of Incorporation, the following items are not included in the
documents.
“Summary of Resolutions Regarding Creation of a System for Appropriate Operations and the①
Summary of the Status of Implementation of a System for Appropriate Operations” in the Business
Report“Statement of Changes in Consolidated Shareholders Equity” and “Notes to Consolidated Financial
②

- 2 -

Statements” in the Consolidated Financial Statements“Statement of Changes in Shareholders Equity” and “Notes to Financial Statements” in the Nonconsolidated Financial Statements
As a consequence, the Business Report, Consolidated Financial Statements, and Non-consolidated Financial
Statements which are noted in these documents will include some documents that have been audited by the
Board of Corporate Auditors when the Report by the Independent Auditor and Audit & Supervisory Committee
was compiled.
◎Any material changes to the hosting or schedule of the General Meeting of Shareholders will be posted on the
Company’s website ( https://www.hirano-tec.co.jp/ ).
③

- 3 -

Guide to Exercising Voting Rights
The exercising of voting rights at a General Meeting of Shareholders is an important shareholder right.
Please review the accompanying reference documents for the General Meeting of Shareholders andexercise your voting rights.
Voting rights can be exercised through one of the following three methods.

Exercise voting rights online,
and others

Exercise voting rights inwriting (by postal mail)Attend the General Meetingof Shareholders in person

Please vote for or against each proposal

Please vote for or against each proposal

Please submit the enclosed Voting Rights

according to the instructions on page 5.

on the enclosed Voting Rights Exercise

Exercise Form at the reception desk.

Form and return it without a stamp on theenvelope.
In the event that neither a For or Against
vote is indicated for a proposal on the
Voting Rights Exercise Form, it will beconsidered as a For vote.
Voting deadline

Voting deadline

Date and time

Voting must be completed by
5:00 p.m. JST on Monday,
June 26, 2023

Voting must be completed by
5:00 p.m. JST on Monday,
June 26, 2023

Tuesday, June 27, 2023
10:00 a.m. JST*For those voting in writing (by postal mail), in the event that neither a For or Against vote isindicated for a proposal, it will be considered as a For vote.
*For those who vote both by postal mail and online, only the vote placed online will be deemed valid.
In the event of multiple online votes, only the last vote will be deemed valid.
For institutional investors
Institutional investors can exercise their voting rights by applying in advance using the electronic voting rights platform operated by ICJ, Inc.

- 4 -How to vote online
How to enter the login ID andtemporary password

How to scan the QR code
You can log in to the voting rights exercise site without entering
the login ID or temporary password on the Voting Rights Exercise
Form.

- 5 -

Voting rights exercise site http://evote.tr.mufg.jp(in Japanese only)Help Desk, Stock Transfer Agency Department
Mitsubishi UFJ Trust and Banking

If you are unsure how to use your computer or
smartphone to exercise your voting rights online, pleasecontact the help desk on the right (Japanese language
only).

0120－173－027（Toll free in Japan 9:00 a.m. - 9:00 p.m. JST）

- 6 -

Reference Documents for the General Meeting of Shareholders
Proposals and References
Proposal No. 1 Appropriation of Surplus
The Company intends to allocate the surplus as follows, taking into account business results and the businessenvironment in the fiscal year under review, while ensuring sufficient internal reserves.
Year-end dividend
Type of assets distributed as dividends⑴
Cash
Allocation of dividend assets to shareholders and total amount⑵¥421,994,440
Per share of common stock¥28
Total amount
Effective date for dividend⑶
June 28, 2023
Proposal No. 2 Election of Eight (8) Directors (excluding Directors who are Audit and Supervisory Committee
members)
The term of office of all eight (8) Directors (excluding Directors who are Audit and Supervisory Committee
members) will expire at the conclusion of the Ordinary General Meeting of Shareholders. In that regard, theCompany proposes the election of eight (8) Directors (excluding Directors who are Audit and Supervisory
Committee members).
The Audit and Supervisory Committee has expressed the opinion that there are no matters which requireparticular mention regarding this proposal.
The candidates for Director (excluding Directors who are Audit and Supervisory Committee members) are
as follows.

- 7 -Candidate
No.

Name
（ Age ）

Reappointment
Kaoru Okada( 64 )
1【Number of Company shares
held】

34,443【Attendance at Board of
Directors Meetings】
18 of 18（100％）

Reappointment
Munenori Yasui( 63 )
2【Number of Company shares
held】

14,079【Attendance at Board of
Directors Meetings】
18 of 18（100％）Career summary, positions, responsibilities, and significant concurrent
positions
March
July
June
June

1981 Joined the Company
2013 Deputy Manager, Design Department
2014 Director
2015 President and Representative Director (current position)＜Significant concurrent positions＞
HIRANO K&E Co., Ltd.
President and Representative Director【Reasons for nomination as a candidate for Director】
Kaoru Okada has been primarily involved in Design and Production technology
since he joined the Company, and has a wealth of experience and knowledge in the
Manufacturing Department. The Company has determined that as a director, he isan appropriate person to supervise overall management, make sound decisions onimportant matters, and achieve the sustainable enhancement of corporate value.
The Company therefore requests the reappointment of Mr. Okada as Director.
March
April
June
June
May

1982 Joined the Company
2007 Deputy Manager, General Affairs Department
2012 Director
2018 Managing Director
2023 Managing Director, Supervising the Production, Quality
Assurance Departments（current position）＜Significant concurrent positions＞
Hirano Giken Kogyo Co., Ltd.
President & Representative Director【Reasons for nomination as a candidate for Director】
Munenori Yasui has been primarily involved in the Production and General
Affairs Departments since he joined the Company, and has experience in
Production and administrative operations. As the officer in charge of R&D, he has
led new technology development. Mr. Yasui has management skills as the person
in charge of a wide range of fields, and the Company has determined that he is anappropriate person to achieve the sustainable enhancement of corporate value. The
Company therefore requests the reappointment of Mr. Yasui as Director- 8 -Candidate
No.

Name
（ Age ）
Reappointment
Tsugio Kaneko( 62 )

3【Number of Company shares
held】

16,895【Attendance at Board of
Directors Meetings】
18 of 18（100％）

Reappointment
Fumikazu Okada( 63 )
4【Number of Company shares
held】

16,009【Attendance at Board of
Directors Meetings】
18 of 18（100％）Career summary, positions, responsibilities, and significant concurrent
positions
March
April
June
May

1983 Joined the Company
2010 Deputy Manager, Design Department
2013 Director, Manager of Machinery Department
2023 Director, Manager of Sales Division (current position)【Reasons for nomination as a candidate for Director】
Tsugio Kaneko has held positions primarily in the Design Department since hejoined the Company. In the Sales Division as the person in charge he has led thesales strategy and worked to develop new markets, contributing to the stability of
the Company’s management base and earnings improvement. The Company has
determined that Mr. Kaneko is an appropriate person to achieve the sustainableenhancement of corporate value, and requests his reappointment as Director.
March
OctoberJune
May

1983 Joined the Company
2012 Deputy Manager, Production Department
2016 Director
2023 Director, (Production Department Manager)（current position）【Reasons for nomination as a candidate for Director】
Fumikazu Okada has been primarily involved in the Production Department
since he joined the Company. He has contributed to improvements in basic
production technologies for machining and production technology, and has
knowledge and experience as an administrator. The Company has determined that
Mr. Okada is an appropriate person to achieve the sustainable enhancement ofcorporate value, and requests his reappointment as Director.

- 9 -Candidate
No.

Name
（ Age ）

Reappointment
Masashi Hara
( 58 )
5【Number of Company shares
held】

6,588
【Attendance at Board of
Directors Meetings】
18 of 18（100％）

Reappointment
Katsuhiro Omori( 57 )
6【Number of Company sharesheld】

12,088【Attendance at Board of
Directors Meetings】
18 of 18（100％）Career summary, positions, responsibilities, and significant concurrent
positions
April
April
June

1989 Joined The Sanwa Bank, Ltd. (now MUFG Bank Ltd.）2014 Branch Manager, The Sanwa Bank Namba
2017 Seconded to Hirano Tecseed Co., Ltd. as Deputy Manager,
General Affairs Department

April

2018 Joined the Company as Deputy Manager, General Affairs
Department
2018 Director
2023 Director, Manager of General Affairs Department (current
position）

June
May

【Reasons for nomination as a candidate for Director】
Masashi Hara has in-depth knowledge of finance and accounting from his
extensive financial institution experience. In June 2018 he was appointed as adirector, and fulfills his responsibilities appropriately in that capacity with his
involvement in general administrative operations. The Company has determined thatMr. Hara is an appropriate person to achieve the sustainable enhancement ofcorporate value, and requests his reappointment as Director.
March
April
June
May

1988 Joined the Company
2016 Design Department Manager
2018 Director
2023 Director, (Design R&D Division Manager) (current position)【Reasons for nomination as a candidate for Director】
Katsuhiro Omori has been primarily involved in the Design Department since hejoined the Company, and has contributed to improvements in the Company’s coating
technologies through the development of various equipment. In June 2018 he wasappointed as a director, and fulfills his responsibilities appropriately in that capacity
as the Design Department Manager. The Company has determined that Mr. Omori
is an appropriate person to achieve the sustainable enhancement of corporate value,
and requests his reappointment as Director.

- 10 -

Candidate
No.

Name
（ Age ）

Career summary, positions, responsibilities, and significant concurrent
positions
April
June

Reappointment

7

Candidate for

Independent

Outside Director

Director

Mantaro Fujimoto( 70 )【Number of Company shares
held】

1,300
【Attendance at Board of
Directors Meetings】
18 of 18（100％）

June
June

1975 Joined New Japan Chemical Co., Ltd
2004 President and Representative Director of New Japan ChemicalCo., Ltd.
2020 Chairman, New Japan Chemical Co., Ltd.
2021 Outside Director of Hirano Tecseed Co., Ltd. (current position）＜Significant concurrent positions＞
New Japan Chemical Co., Ltd.
Chairman【Reasons for nomination as a candidate for Outside Director and expectedroles】
Mantaro Fujimoto has served as President & Representative Director and as
Chairman of New Japan Chemical Co., Ltd. and has extensive knowledge andexperience in corporate management. He has a deep knowledge of the chemicalindustry and has been involved in Sales and Corporate Planning & Administration
for many years. From this experience, he is able to oversee management, strengthen
the Company’s internal controls and provide objective advice and recommendations
in order to achieve the sustainable enhancement of corporate value. The Company
has determined that Mr. Fujimoto is able to perform his duties appropriately as an
Outside Director and therefore nominates him as a candidate for Outside Director.
He will have served as an Outside Director for two years at the conclusion of theGeneral Meeting of Shareholders.

- 11 -

Candidate
No.

Name
（ Age ）

Reappointment
Candidate for

Independent

Outside Director

Director

Takashi Konishi( 62 )
8【Number of Company shares
held】

None
【Attendance at Board of
Directors Meetings】
18 of 18（100％）【Attendance at Board of
Directors Meetings】
18 of 18（100％）Career summary, positions, responsibilities, and significant concurrent
positionsFebruary 1985 Joined Toyo Tanso Co., Ltd.
March
2016 President and Representative Director of Toyo Tanso Co., Ltd.
May2018 Resigned as President and Representative Director of Toyo Tanso
Co., Ltd.
May2018 President and Representative Director of Ohwada Carbon
Industry Co., Ltd.
January 2019 Advisor to Ohwada Carbon Industry Co., Ltd.
March2020 Resigned from Ohwada Carbon Industry Co., Ltd.
June
2021 Outside Director, Hirano Tecseed Co. Ltd.（current position）【Reasons for nomination as a candidate for Outside Director and expectedroles】
Takashi Konishi served as President & Representative Director of Toyo Tanso
Co., Ltd. and of Ohwada Carbon Industry Co., Ltd. and has extensive knowledge
and experience in corporate management. For many years he has been involved inTechnology, Quality Assurance, and Production departments, contributing to theenhancement of corporate value. From this experience, he is able to oversee
management, strengthen the Company’s internal controls and provide objective
advice and recommendations in order to achieve the sustainable enhancement ofcorporate value. The Company has determined that Mr. Konishi is able to perform
his duties appropriately as an Outside Director and therefore nominates him as a
candidate for Outside Director. He will have served as an Outside Director for two
years at the conclusion of the General Meeting of Shareholders.

- 12 -

（Note）
1.
None of the candidates has any special interest relationship with the Company.
2.
Mantaro Fujimoto and Takashi Konishi are candidates for Outside Director as stipulated in Article 2
Paragraph 3, Item 7 of the Regulations for Enforcement of the Companies Act.
3.
Mantaro Fujimoto and Takashi Konishi satisfy the Criteria for Independence of Outside Directors as
stipulated by the Tokyo Stock Exchange. If the reappointment of the two candidates is approved at theGeneral Meeting of Shareholders, the Company will notify the Tokyo Stock Exchange that they are
Independent Directors.
4.
Pursuant to Article 427, Paragraph 1 of the Companies Act, the Company has concluded an agreementwith Mantaro Fujimoto and Takashi Konishi that limits their liability for damages due to neglect of
duties. If their reappointment is approved at the General Meeting of Shareholders, the company plans
to continue this agreement with them. The limit of liability based on the contract is the amountprescribed in the relevant laws and regulations.
5.
Pursuant to the provisions of Article 430, Paragraph 3, Item 1 of the Companies Act, the Company has
concluded a D&O liability insurance agreement with an insurance company. Under the agreement, if
there is a claim against an insured party by a shareholder or a third party during the insurance period
for damages incurred by individuals as a result of an act or omission in performing their duties as
directors and officers of the Company, damages are covered by the insurance agreement.
The individuals covered by this insurance agreement are Directors and Corporate Auditors under theCompanies Act. The Company bears the full insurance premium for all the insured persons.
There are reasons for exemption of coverage, such as damages caused by insured individuals’
intentional violation of laws or criminal acts.
Each candidate who is elected and assumes office as Director will be included as insured persons
covered in the agreement. When the D&O liability insurance agreement is due for renewal in October
2023, it is expected to be renewed with the same content.

- 13 -

Proposal No. 3 Election of One (1) Director who is an Audit and Supervisory Committee Member
Junko Tsuji, Director currently serving as an Audit and Supervisory Committee member (herein “auditor”),
will leave her position at the conclusion of this Ordinary General Meeting of Shareholders. In that regard, theCompany proposes the election of one Director who is an Audit and Supervisory Committee member. The
terms of office of the person proposed to fill this vacancy as Director who is an Audit and Supervisory
Committee member will be as set out in the Company’s Articles of Incorporation
The Audit and Supervisory Committee has given its consent to this proposal.
The candidate for Director who is an Audit and Supervisory Committee member is as follows.
Name
(Age)

Career summary, positions, responsibilities, and significant concurrent
positions
October
October
AugustAugustAugust2006 Registered as an attorney at law (Osaka Bar Association)
2006 Joined Midosuji LPC
2018 Joined Keieisouki LPC (now Kensei Law Offices) as a partner
2020 Appointed partner at Ex-link Law Firm (current position)
2022 Appointed Outside Director, Audit and Supervisory Committee atDawn corp. (current position)＜Significant concurrent positions＞

New
appointment
Candidate for
Outside Director

Partner at Ex-link Law Firm
Independent
Director

Ikuko Yoshida(40)【Number of Company shares
held】
None

Outside Director, Audit and Supervisory Committee at Dawn corp.
【Reasons for nomination as a candidate for Outside Director who is an Audit
and Supervisory Committee member and expected roles】

As an attorney at law, Ikuko Yoshida has detailed and high-level knowledge
and extensive experience in corporate legal matters. Given this experience, theCompany has determined that she is able offer objective opinions and advice that
can assist in raising the levels of corporate transparency, risk management, andcorporate governance and therefore nominates her as a candidate for Outside
Director who is an Audit and Supervisory Committee member. In addition, while
she does not have direct corporate management experience in roles apart frombeing an Outside Director, the Company believes she can appropriately execute
her duties as Director who is an Audit and Supervisory Committee member basedon the reasons given above.

- 14 -

（Note）
1.
The candidate has no special interest relationship with the Company.
2.
Ikuko Yoshida is a candidate for Outside Director as stipulated in Article 2 Paragraph 3, Item 7 of the Regulations
for Enforcement of the Companies Act.
3.
The Company has notified the Tokyo Stock Exchange (TSE) that Ikuko Yoshida is an independent director as
stipulated by the TSE. If she is elected/appointed as Director who is an Audit and Supervisory Committee member,the Company will notify the TSE.
4.
If Ikuko Yoshida is approved as Director who is an Audit and Supervisory Committee member at the General
Meeting of Shareholders, the company plans to conclude an agreement with her that limits her liability for damages
due to neglect of duties pursuant to Article 427, Paragraph 1 of the Companies Act. The limit of liability based on
the contract is the amount prescribed in the relevant laws and regulations.
5.
Pursuant to the provisions of Article 430, Paragraph 3, Item 1 of the Companies Act, the Company has concluded
a D&O liability insurance agreement with an insurance company. Under the agreement, if there is a claim against
an insured party by a shareholder or a third party during the insurance period for damages incurred by individuals
as a result of an act or omission in performing their duties as directors and officers of the Company, damages arecovered by the insurance agreement.
The individuals covered by this insurance agreement are Directors and Corporate Auditors under the Companies
Act. The Company bears the full insurance premium for all the insured persons.
There are reasons for exemption of coverage, such as damages caused by insured individuals’ intentional violationof laws or criminal acts.
If the candidate is elected and assumes office as Director who is an Audit and Supervisory Committee member
they will be included as insured persons covered in the agreement. When the D&O liability insurance agreement
is due for renewal in October 2023, it is expected to be renewed with the same content.
6.
Ikuko Yoshida’s name on her family register is given as Ikuko Teramura.

- 15 -

＜Reference＞
If Proposals No. 2 and No. 3 are approved at the General Meeting of Shareholders, the skills matrix in the
Company’s management structure will be as follows.
Expertise and Experience
Name

PositionIndependent

Corporate
Management

Kaoru Okada

President &Representative
Director〇

Munenori Yasui

Managing Director〇

Tsugio Kaneko

Director

Fumikazu Okada

Director

Masashi Hara

Director

Katsuhiro Omori

Director

Mantaro Fujimoto

Outside Director●〇

Takashi Konishi

Outside Director

●

〇

Sales

Finance &Development

Accounting

〇

&

Legal

Production

〇
〇

〇

〇
〇
〇

〇
〇

〇

（Full-time Audit &

〇

〇
〇

〇

Supervisory〇

Committee Member）

Outside Director

Kazumitsu
Takaya（Audit &Supervisory●〇

Committee Member）

Outside Director

Ikuko Yoshida（Audit &Supervisory●〇

Committee Member）（Note）The above does not indicate all areas of expertise and knowledge of each candidate.

- 16 -

Experience〇

Outside Director

Kenji Tazawa

International