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

Securities code: 6262
June 6, 2024
Commencement date of measures for electronic provision: May 30, 2024
To Shareholders with Voting Rights:
Shigemi Mima
Representative Director and President
PEGASUS CO., LTD.
5-7-2, Sagisu, Fukushima-ku, Osaka,Japan

NOTICE OF
THE 78th ANNUAL GENERAL MEETING OF SHAREHOLDERS

Dear Shareholders:
We would like to express our appreciation for your continued support and patronage.
We hereby inform you that the 78th Annual General Meeting of Shareholders (the “Meeting”) of
PEGASUS CO., LTD. (the “Company”) will be held as described below.
When convening the Meeting, the Company has taken measures for electronic provision and has
posted matters subject to measures for electronic provision on the following website on the Internet.
The Company’s website (https://www.pegasus.co.jp/en/ir/kabuinfo.html)
In addition to the above, those matters are also posted on the following website on the Internet.
Tokyo Stock Exchange Listed Company Search(https://www2.jpx.co.jp/tseHpFront/JJK020010Action.do?Show=Show)
Please enter the Company’s name or securities code and click “Search,” and then select “Basic
information” followed by “Documents for public inspection/PR information” for your reference.
If you are unable to attend the Meeting, please exercise your voting rights in advance via postal mail orthe Internet, etc. Please review the Reference Documents for the General Meeting of Shareholders
included in the matters subject to measures for electronic provision, and exercise your voting rights by
June 24, 2024 (Monday) at 5:30 p.m. (the end of our business hours, Japan time).
* Please note that souvenirs will not be given to attendees.

-1-1. Date and Time:
2. Venue:

Tuesday, June 25, 2024 at 10:00 a.m. Japan time
(Reception starts at 9:00 a.m.)
Crystal Room, 10th Floor, Hotel Hanshin Osaka, located at 5-6-16,
Fukushima, Fukushima-ku, Osaka, Japan

3. Meeting Agenda:
Matters to be reported:1. The Business Report and Consolidated Financial Statements for theCompany’s 78th Fiscal Year (April 1, 2023 – March 31, 2024) andresults of audits by the Accounting Auditor and the Audit &Supervisory Board of the Consolidated Financial Statements
2. Non-consolidated Financial Statements for the Company’s 78th Fiscal
Year (April 1, 2023 – March 31, 2024)
Proposals to be resolved:
Election of Five (5) Directors
Proposal 1:
Election of Two (2) Substitute Audit & Supervisory Board Members
Proposal 2:(1) If a shareholder submits a voting form without indicating his/her
4. Matters Decided inConnection with this approval or disapproval with respect to each item, such vote shall be counted
as an approval.
Convocation(2) If a shareholder intends to split his/her vote, such shareholder must
inform the Company of his/her intention to split his/her vote and the reason
therefor via the Internet or in writing at least three (3) days prior to the dateof the Meeting.
 Among the matters to be provided in the documents describing the matters subject to measures forelectronic provision, the following matters are posted on the websites mentioned above in accordancewith provisions of laws and regulations as well as Article 14 of the Company’s Articles ofIncorporation and therefore are not provided in the paper copy to be delivered to shareholders who
have requested it.
(1) “Notes to Consolidated Financial Statements” of the Consolidated Financial Statements(2) “Notes to Non-consolidated Financial Statements” of the Non-consolidated Financial Statements
Accordingly, the information contained in the documents describing the matters subject to measuresfor electronic provision is a part of the documents that were audited by the Audit & Supervisory Board
Members and the Accounting Auditor in preparation of their respective audit reports.
 Should the matters subject to measures for electronic provision require revisions, the revised versions
will be posted on each website on which the matters are posted.

-2-

<Reference> Points of the Proposals
Proposal 1: Election of Five (5) Directors
Upon expiration of the terms of office of all Directors, the Company proposes the election of five (5)Directors.
No.
Name
1
[Reappointment]
Shigemi Mima
2 [New appointment] Yoshihide Okada[Reappointment]
3[External]
Hironao Onishi[Independent][Reappointment]
4[External]
Norio Kotaka[Independent][Reappointment]
5[External]
Chika Tanaka[Independent]
Proposal 2:

Current positions at the Company
Representative Director and PresidentManaging Executive Officer
External Director

External Director

External Director

Election of Two (2) Substitute Audit & Supervisory Board Members

To prepare for the event that the number of Audit & Supervisory Board Members falls below the number
required by laws and regulations, the Company proposes the election of two (2) Substitute Audit &Supervisory Members in advance.
No.

Name

1
2

Hiroyuki Okamoto[External][Independent]

Masao Mizobuchi-3-

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

Election of Five (5) Directors

The terms of office of all the five (5) Directors will expire at the conclusion of the Meeting. Accordingly,
the Company propose the election of five (5) Directors. If this proposal is approved as originallyproposed, three (3) out of the five (5) Directors of the Company will be External Directors. The
candidates for Directors are as described below.
[Policies and procedures for nominating Director candidates]
In nominating Director candidates, the Company conducts comprehensive deliberation from the perspectivesof precise and prompt decision-making and placement of most appropriate human resources to mostappropriate positions. The Company believes that it is necessary to nominate candidates with a focus onhuman resources who understand and put into practice our corporate philosophy and will contribute to its
future sustainable growth.
The “Nomination and Remuneration Committee” submits election of Directors to the Board of Directors for
its approval.

-4-

No.

Name
(Date of birth)

Career summary, positions, and responsibilities
March 1996
April 2001
October 2003
June 2005
June 2008
September 2010
June 2012
August 2012
April 2015
June 2016

Shigemi Mima
(May 4, 1968)

July 2017
October 2019

[Reappointment]
June 2021
1

September 2021
April 2024

Joined the Company
President of PEGASUS SEWING MACHINES(HONG KONG) LTD.
General Manager of Sales Department of theCompany
Director of the Company
Senior Executive Officer of the Company
Representative Director and President of MIMASEIKI CO., LTD.
Director and Executive Officer of the Company
Vice Chief of Manufacturing Headquarters of theCompany
Representative Director and President of theCompany
Representative Director, President and Executive
Officer of the Company (current position)
Chairman of PEGASUS VIETNAM SEWING
MACHINE CO., LTD. (current position)
Chairman of PEGASUS (TIANJIN) SEWING
MACHINE CO., LTD. (current position)
Chairman of NANTONG PEGASUS AUTOPARTS MFG. CO., LTD. (current position)
Representative Director and President of MIMASEIKI CO., LTD.
Representative Director and Chairman of MIMASEIKI CO., LTD. (current position)

Number ofshares of theCompany held

637,300[Significant concurrent positions]
・Chairman of PEGASUS VIETNAM SEWING MACHINE CO.,LTD.
・Chairman of PEGASUS (TIANJIN) SEWING MACHINE CO.,LTD.
・Chairman of NANTONG PEGASUS AUTO PARTS MFG. CO.,LTD.
・Representative Director and Chairman of MIMA SEIKI CO., LTD.
[Reason for nomination as candidate for Director]
Mr. Shigemi Mima has successively held positions as General Manager of the Sales Department, Officer in chargeof manufacture, President of a sales subsidiary, and President of manufacturing subsidiary. He has been involvedin the management of the Company since assuming office as Director in 2012. He has a high level of expertise inboth sales and manufacturing in the industrial sewing machine business, the core business of the Group, and has
demonstrated outstanding leadership in areas such as strengthening the production system in the automotive
business. The Company nominates him as a candidate for Director in light of the aforementioned background, andin comprehensive consideration of such factors as his personality and insight.

-5-

No.

Name
(Date of birth)

Career summary, positions, and responsibilities
April 1986

2

Number ofshares of theCompany held

Joined The Sumitomo Bank, Limited (currently
Sumitomo Mitsui Banking Corporation)
February 2004
General Manager of Financial Department of theCompany
July 2005
Vice President of MP (TIANJIN) SEWING
MACHINE Co., Ltd.
March 2006
Vice President of PEGASUS (TIANJIN)SEWING MACHINE CO., LTD.
July 2014
Vice Chief of Administrative Headquarters andGeneral Manager of General Affairs Departmentof the Company
September 2014 Executive Officer of the Company
Yoshihide Okada
July 2017
Senior Executive Officer of the Company(August 26, 1963)
July 2018
President of PEGASUS (TIANJIN) SEWING
12,300
MACHINE CO., LTD.
June 2019
Director and Executive Officer of the Company[New appointment]
June 2021
Managing Director and Executive Officer of theCompany
June 2022
Chief of Manufacturing Headquarters of theCompany (current position)
June 2023
Managing Executive Officer of the Company(current position)
January 2024
Vice Chairman of PEGASUS (TIANJIN)SEWING MACHINE CO., LTD. (current
position)[Significant concurrent positions]・Vice Chairman of PEGASUS (TIANJIN) SEWING MACHINE
CO., LTD.
[Reason for nomination as candidate for Director]
Mr. Yoshihide Okada has successively held positions as General Manager of the Financial Department andGeneral Manager of the General Affairs Department of the Company. For four years, from June 2019 to June
2023, he was involved in the Company’s management as Director of the Company. He has a high level of
insight to supervise sales, manufacture, and general administration in his role as President of a manufacturing
and sales subsidiary in China and has abundant experience suitable for executing global management. The
Company nominates him as a candidate for Director in light of the aforementioned background, and incomprehensive consideration of such factors as his personality and insight.

-6-

No.

Name
(Date of birth)

Career summary, positions, and responsibilities
April 1968

3

Number ofshares of theCompany held

Joined The Sumitomo Bank, Limited (currently
Sumitomo
Mitsui Banking Corporation)
Hironao Onishi
March 1997
Director of Nikken Sekkei Ltd(May 10, 1945)
January 2000
Managing Director of Nikken Sekkei Ltd―
January 2008
Representative Director and Vice President of[Reappointment]
Nikken Sekkei Ltd[External]
April 2012
Adviser to Nikken Sekkei Ltd[Independent]
June 2016
External Director of the Company (current
position)[Reason for nomination as candidate for External Director and expected role]
Mr. Hironao Onishi has abundant experience and profound insight as a business manager, and has been
providing effective counsel and suggestions from an objective standpoint in meetings of the Board of Directorsof the Company since assuming office as Director in 2016. In light of the aforementioned background, and incomprehensive consideration of such factors as his personality and insight, the Company has deemed that hewill properly execute duties as External Director, and therefore, nominates him as a candidate for External
Director.
The Company expects that Mr. Hironao Onishi will leverage his abundant experience and profound insight as abusiness manager and provide advice and opinions from a broad managerial perspective and contribute tostrengthening supervisory functions for business execution.

-7-

No.

Name
(Date of birth)

Career summary, positions, and responsibilities
April 1986
January 1995

4

Number ofshares of theCompany held

Joined MITSUI & CO., LTD.
Representative Director and President of Full-SteriCorp.
March 1997
Representative Director and President of Dainichi
Jitsugyo Co., Ltd.
August 1997
President of DAINICHI KASEI KOUGYOU Co.,
Norio Kotaka
Ltd.
(June 17, 1962)
June 2006
CEO of atect Corp.
May 2007
Representative Director of atect Korea Corp.
―[Reappointment]
January 2010
CEO of atect Progressive and Innovative[External]
Manufacturing Corp. (currently atect Engineering[Independent]
Corp.)
August 2010
Chairman of atect Shanghai Corp.
November 2010 Chairman of ATECT TAIWAN CORPORATION
February 2021
CEO of atect Corp.
June 2021
External Director of the Company (current
position)[Reason for nomination as candidate for External Director and expected role]
Mr. Norio Kotaka has abundant experience and profound insight in management of manufacturing business inJapan and overseas, and has been providing effective counsel and suggestions from an objective standpoint inmeetings of the Board of Directors of the Company since assuming office as Director in 2021. In light of theaforementioned background, and in comprehensive consideration of such factors as his personality and insight,
the Company has deemed that he will properly execute duties as External Director, and therefore, nominates
him as a candidate for External Director.
The Company expects that Mr. Norio Kotaka will leverage his experience and profound insight in managementof manufacturing business in Japan and overseas and provide advice and opinions from a broad managerial
perspective and contribute to strengthening supervisory functions for business execution.

-8-

No.

Name
(Date of birth)

Career summary, positions, and responsibilities

Number ofshares of theCompany held

October 1999
November 2012
February 2015

5

Joined WORK COMPANY LIMITED
Director of WORK COMPANY LIMITED
Representative Director and Vice President of
Chika Tanaka
WORK COMPANY LIMITED
President/C.E.O. of WORK COMPANY(February 27, 1971) August 2015
LIMITED (current position)
―
June
2021
External Director of the Company (current[Reappointment]
position)[External]
March 2023
Representative Director of Patec Co., Ltd. (current[Independent]
position)[Significant concurrent positions]
・President/C.E.O. of WORK COMPANY LIMITED・Representative Director of Patec Co., Ltd.
[Reason for nomination as candidate for External Director and expected role]
Ms. Chika Tanaka has abundant experience and profound insight in the management of manufacturing businessdomestically and overseas, and has been providing effective counsel and suggestions from an objective
standpoint in meetings of the Board of Directors of the Company since assuming office as Director in 2021. In
light of the aforementioned background, and in comprehensive consideration of such factors as her personality
and insight, the Company has deemed that she will properly execute duties as External Director, and therefore,
nominates her as a candidate for External Director.
The Company expects that Ms. Chika Tanaka will leverage her experience and profound insight in managementof manufacturing business in Japan and overseas and provide advice and opinions from a broad managerial
perspective and contribute to strengthening supervisory functions for business execution.

Notes: 1. There are no special interests between each candidate for Director and the Company.
2. The number of shares of the Company held by each candidate for Director shown above is asof March 31, 2024.
3. The Company has entered into an agreement with Mr. Hironao Onishi, Mr. Norio Kotaka,and Ms. Chika Tanaka which limits the liability for damage under Article 423, Paragraph 1 of
the Companies Act. The maximum amount of the liability for damage under the agreement is
the minimum liability amount as stipulated by Article 425, Paragraph 1 of the same Act. If
their reelection is approved as originally proposed, the Company plans to continue the above
limited liability agreement with them.
4. The Company has concluded a directors and officers liability insurance policy under Article
430-3, Paragraph 1 of the Companies Act with an insurance company, which includes
Directors as the insured. The said insurance policy covers damage arising from litigation
against officers which would be borne by the insured. Each candidate for Director, if elected,
will be included in the insured under the policy.
5. Mr. Hironao Onishi, Mr. Norio Kotaka, and Ms. Chika Tanaka are External Director
candidates. The Company has registered Mr. Hironao Onishi, Mr. Norio Kotaka, and Ms.
Chika Tanaka as Independent Directors with the Tokyo Stock Exchange, Inc. pursuant to therelevant provisions of the Exchange, and plans to maintain their registration as Independent
Directors if their reelection is approved as originally proposed at the Meeting.
6. At the conclusion of this Meeting, Mr. Hironao Onishi will have been in office as External
Director of the Company for eight (8) years.
7. At the conclusion of this Meeting, Mr. Norio Kotaka and Ms. Chika Tanaka each will havebeen in office as External Director of the Company for three (3) years.

-9-

Proposal 2:

Election of Two (2) Substitute Audit & Supervisory Board Members

To prepare for the event that the number of Audit & Supervisory Board Members falls below the number
required by laws and regulations, the Company proposes the election of two (2) Substitute Audit &Supervisory Board Members in advance.
The Company has obtained approval for this proposal from the Audit & Supervisory Board.
The Substitute Audit & Supervisory Board Member candidates are as follows.
Number of
Name
No.
Careersummary,
positions,andresponsibilities
sharesof the(Date of birth)Company held
March 1978
Joined the Company
April 2006
General Manager of R&D Planning Department of
the Company
April 2008
General Manager of R&D Department of theCompany
November 2008 General Manager of Sales Engineering Department
in Sales and R&D Headquarters of the Company
Hiroyuki Okamoto
April 2016
General Manager of Sales Department in Sales and16,400(January 28, 1960)
R&D Headquarters of the Company
July 2017
Executive Officer of the Company
July 2017
Vice Chief of Sales and R&D Headquarters of theCompany1June 2023
Company Executive of the Company (current
position)
September 2023 General Manager of Internal Audit Department of
the Company (current position)[Reason for nomination as candidate for Substitute Audit & Supervisory Board Member]
Mr. Hiroyuki Okamoto has successively held positions such as General Manager of the R&D Department,
General Manager of the Sales Engineering Department, and General Manager of the Sales Department. He hasabundant experience and is well versed in the overall business. Therefore, the Company has deemed that he will
properly fulfill the role as Audit & Supervisory Board Member to audit Directors’ execution of duties. The
Company nominates him as a candidate for Substitute Audit & Supervisory Board Member in light of theaforementioned background, and in comprehensive consideration of such factors as his personality and insight.

- 10 -

No.

Name(Date of birth)

Career summary, positions, and responsibilities

Number ofshares of theCompany held

October 2006

2

Registered as an attorney and joined the Osaka Bar
Association
October 2006
Joined the Kyoei Law Office (current position)
April 2015
Adjunct Lecturer of the Kwansei Gakuin
University Graduate School of Law
Masao Mizobuchi
April
2016
Visiting Professor of the Ritsumeikan University(March 28, 1982)
School of Law―
April 2019
Specially Appointed Professor of the Osaka[External]
Metropolitan University Graduate School of Law[Independent](current position)[Significant concurrent positions]・Attorney, Kyoei Law Office
・Specially Appointed Professor of the Osaka Metropolitan
University Graduate School of Law[Reason for nomination as candidate for Substitute External Audit & Supervisory Board Member]
Mr. Masao Mizobuchi has abundant experience and profound insight as an attorney, and the Company believes
that he will provide appropriate counsel and suggestions for auditing and ensuring the legality of theCompany’s business execution as an Audit & Supervisory Board Member. In light of the aforementioned
background, and in comprehensive consideration of such factors as his personality and insight, the Company
nominates him as a candidate for Substitute External Audit & Supervisory Board Member.

Notes: 1. There are no special interests between each candidate for Substitute Audit & Supervisory
Board Member and the Company.
2. The number of shares of the Company held by the abovementioned candidates for Substitute
Audit & Supervisory Board Member is as of March 31, 2024.
3. Of the candidates for Substitute Audit & Supervisory Board Member, Mr. Hiroyuki Okamoto
is a candidate for Audit & Supervisory Board Member who is not a Substitute External Audit& Supervisory Board Member, and Mr. Masao Mizobuchi is a Substitute External Audit &Supervisory Board Member candidate.
4. Mr. Masao Mizobuchi has never been involved in the management of a company, but for thereasons described above in “[Reason for nomination as candidate for Substitute External
Audit & Supervisory Board Member],” the Company has deemed that he will properly
execute duties as External Audit & Supervisory Board Member.
The Company plans to register him as an Independent Officer as stipulated by the Tokyo
Stock Exchange, Inc. if he assumes his office as External Audit & Supervisory Board
Member.
5. As provided by the Company’s Articles of Incorporation, the Company plans to enter into anagreement with Mr. Hiroyuki Okamoto and Mr. Masao Mizobuchi which limits the liability
for damage under Article 423, Paragraph 1 of the Companies Act, if their election as Audit &Supervisory Board Member and External Audit & Supervisory Board Member, respectively,
is approved as originally proposed. The maximum amount of the liability for damage under
the agreement is the minimum liability amount as stipulated by Article 425, Paragraph 1 ofthe same Act.
6. The Company has concluded a directors and officers liability insurance policy under Article
430-3, Paragraph 1 of the Companies Act with an insurance company, including Audit &Supervisory Board Members as the insured. The said insurance policy covers damage arising- 11 -

from litigation against officers which would be borne by the insured. Mr. Hiroyuki Okamoto
and Mr. Masao Mizobuchi will be included in the insured under the policy if they assume
office as Audit & Supervisory Board Member and External Audit & Supervisory Board
Member, respectively.

<Reference> The Company’s Independence Criteria for External Officers
In addition to the Independence Criteria specified by the Tokyo Stock Exchange, Inc., the Company
considers external officers to be independent so far as none of the following conditions apply to them:
1. An external officer who currently falls under any of the following items (1) through (8)(1) A major shareholder of the Company (a shareholder who owns more than 10% of the voting
rights) or a person who executes business thereof(2) A business partner of the Company whose transactions with the Company in the most recent
fiscal year exceed 2% of the Company’s annual consolidated gross sales, or an executive
thereof(3) A party who is a business partner of the Company whose transactions with the Company in themost recent fiscal year exceed 2% of its annual consolidated gross sales, or an executive
thereof(4) A financial institution or another large creditor on which the Company relies to the extent that
it is an indispensable funding source that cannot be replaced, or an executive thereof(5) A certified public accountant, or a member, partner, or employee (excluding support staff) ofan auditing firm who is the accounting auditor of the Company(6) A person who executes the business of an organization that receives a donation or grant
exceeding the larger of either 10 million yen or 30% of its average annual expenses from theCompany in the most recent fiscal year
(7) An attorney, certified public accountant, tax accountant, or another consultant who received
payment or other properties exceeding 10 million yen from the Company, excluding
remuneration for officers, on average during the past three fiscal years(8) A person (excluding support staff) belonging to a law office, auditing firm, tax accountant
corporation, consulting firm, or another professional advisor firm that received more than 2%of its annual consolidated gross sales from the Company during the past three fiscal years
2. A person who fell under any of the items (1) through (6) above during any of the past three years- 12 -

<Reference> Management Structure After Proposal No. 1 is Approved (Tentative)

Name

Position

External

Legal/Human
Resources/
Manufacturing
Sales/
Financial
R&D(◎: Manager
MarketingAffairs/〇: Staff)
Accounting
Overseas
Business

Yoshihide Okada

Representative
Director andPresident
Senior Managing
Director

Hironao Onishi

External Director〇

Norio Kotaka

External Director

〇

〇

〇

〇

Chika Tanaka

External Director

〇

〇

〇

〇

Taizo Yoshida

Standing Auditor

Shigemi Mima

External Audit &Kiyokazu Sugiyama Supervisory Board
MemberExternal Audit &Yukako Takemoto Supervisory Board
MemberNotes:IT

Expertise

〇

―

◎

〇

〇

◎

〇

〇

〇

―

〇

〇

Finance

〇

〇

―
―

〇

〇

―

〇

〇

〇

Financialaffairs/
accounting

〇

〇

〇

Law

1. All of the above officers have knowledge of corporate management and ESG (environment, society, governance).
2. The Standing Auditor will be determined at a meeting of the Audit & Supervisory Board after this Meeting, andexecutive directors will be determined subsequently at a meeting of the Board of Directors.
3. The above list describes not all of the knowledge possessed, but areas where officers can demonstrate greater
expertise given their individual experience.

- 13 -