Note: This document has been translated from a part of the Japanese original for reference purposes only. In theevent of any discrepancy between this translated document and the Japanese original, the original shallprevail.

Securities Code: 4215
June 4, 2024

To our shareholders:
Yuji Fukuda
Representative Director President

C.I. TAKIRON Corporation
3-1-3, Umeda, Kita-ku, Osaka

Notice of the 129th Ordinary General Shareholders’ Meeting
We are pleased to announce the 129th Ordinary General Shareholders’ Meeting of C.I. TAKIRON
Corporation (“the Company”), which will be held as described below.
Shareholders are kindly requested to exercise their voting rights after reviewing theReference Documents for the General Shareholders’ Meeting.
1. Date and time
2. Venue

Wednesday, June 26, 2024 at 10:00 a.m.
Naniwa Room, 20F, HOTEL GRANVIA OSAKA
3-1-1, Umeda, Kita-ku, Osaka
3. Purpose of the Meeting
Matters to be reported:
1. Report on the Business Report, the Consolidated Financial Statements and the audit
results of the Consolidated Financial Statements by the Accounting Auditors andthe Audit & Supervisory Board for the 129th fiscal year (from April 1, 2023 toMarch 31, 2024)
2. Report on the Non-consolidated Financial Statements for the 129th fiscal year (from
April 1, 2023 to March 31, 2024).
Matters to be resolved:
Proposal No. 1 Appropriation of Surplus
Proposal No. 2 Election of Seven Directors
Proposal No. 3 Election of Four Audit & Supervisory Board Members
Proposal No. 4 Election of One Substitute Audit & Supervisory Board Member
Proposal No. 5 Revision of Remuneration Intended to Grant Restricted Shares to
Directors

1

When convening this general meeting of shareholders, the Company takes measures forproviding the information that constitutes the contents of the reference documents for thegeneral meeting of shareholders, etc. (items for which measures for providing information inelectronic format are to be taken) in electronic format and posts this information as the “Noticeof the 129th Annual General Meeting of Shareholders” on the following websites.
The
Company’s https://www.takiron-ci.co.jp/ir/stock/meeting.html (in Japanese)
website:https://www2.jpx.co.jp/tseHpFront/JJK010010Action.do?Show=Show (inJapanese)
Search by entering “C.I. TAKIRON” in the “Issue name (company name)” fieldor the Company’s securities code “4215” in the “Code” field, select “Basic
TSE website:
information,” and then “Documents for public inspection/PR information” andcheck the column “Notice of General Shareholders Meeting/Informational
Materials for a General Shareholders Meeting” under “Filed information
available for public inspection.”
The Portal of
Shareholders’ https://www.soukai-portal.net (in Japanese)
Meeting:(Sumitomo
Mitsui TrustBank,
Please access the URL above, and enter the ID and the initial password printed
Limited) on the voting form sent out with this notice.
Should any revisions be made to the “Notice of the 129th Ordinary General Shareholders’Meeting” and “Other Items Subject to Measures for Electronic Provision of 129th Ordinary
General Shareholders’ Meeting (Items Excluded From the Delivered Paper-based Documents),”
we will post a notice on each of the aforementioned websites, as well as the items before andafter the revisions.
[To shareholders who did not request the delivery of paper-based documents]
Shareholders who did not request the delivery of paper-based documents by the record date will
receive a summary of the Reference Documents for the General Meeting of Shareholders(agenda and reference items) posted on the aforementioned websites.
Shareholders who wish to receive paper-based documents in the future and have not yet
completed the procedures for requesting the delivery of paper-based documents are kindly asked
to submit a request by the record date. Please contact our shareholder registry administrator,
Sumitomo Mitsui Trust Bank, Limited, or your securities company for details on the procedures
for requesting delivery of the documents.
[To shareholders who have requested the delivery of paper-based documents]
Shareholders who have requested the delivery of paper-based documents by the record date will
receive such documents containing items for which measures for providing information inelectronic format are to be taken, in accordance with laws and regulations and the Company’s
Articles of Incorporation.
The items in (i) through (vii) below are not included in the document to be delivered but are
posted on the aforementioned websites in accordance with the provisions of laws andregulations and Article 16, paragraph 2 of the Company’s Articles of Incorporation. When2

preparing the audit report, the Audit & Supervisory Board Members have audited (i) to (vii) andthe Accounting Auditors have audited (iv) to (vii) together as part of the business report,
consolidated financial statements and the non-consolidated financial statements.
(i) “Status of Accounting Auditor”(ii) “Internal Control Systems”(iii) “Overview of Operational Status of the Internal Control Systems”(iv) “Consolidated Statement of Changes in Equity”(v) “Notes to Consolidated Financial Statements”(vi) “Non-consolidated Statement of Changes in Equity”(vii) “Notes to Non-consolidated Financial Statements”

3Reference Documents for the General Shareholders’ Meeting
Proposals and Reference Information
Proposal No. 1

Appropriation of Surplus

In line with its single-year management plan for the fiscal year, formulated in April 2023, the C.I.
TAKIRON Group is striving to steadily and promptly implement structural reform of the entire
Group focusing on achievement of the quantitative plan and improvement of profitability.
Furthermore, as a measure for shareholder returns, the Company’s basic policy is to pay dividends
with a target payout ratio of 40%, under the concept of stable and continuing returns to shareholders
through improvement of corporate value.
In consideration of the policy above and consolidated financial results, the Company proposes to pay
a year-end dividend for the fiscal year ended March 31, 2024, of ¥11 per share. Accordingly, including
the interim dividend of ¥11 per share, the annual dividend will be ¥22 per share.

Year-end dividends(1) Type of dividend property

Cash(2) Allotment of dividend property to shareholders and their aggregate amount¥11 per common share of the Company
Total payment: ¥1,073,328,509(3) Effective date of dividends of surplus

June 27, 2024

4

Proposal No. 2

Election of Seven Directors

The terms of office of all Directors will expire at the conclusion of this meeting. In that regard,
the Company proposes the election of seven Directors.
In order to enhance the objectivity and transparency of the election process, this proposal has
passed through the deliberation process of the Nomination and Remuneration Committee.
The candidates for Director are as follows:
6 males, 1 female
Candidate
No.

Name

1

Yuji Fukuda

Current position and responsibility in the Company(male)

Representative Director
President
Vice President
Chief Operating Officer of theFilms Business Division,
Representative Director andPresident of C.I. MATEX
Corporation
Director Managing Executive
Officer
Chief Operating Officer of the
Corporate Administration
Division
CCO
Managing Executive Officer
Chief Operating Officer of the
Corporate Planning Division
and Production Division
CIO

2

Akihiro Ueda

(male)

3

Noboru Fukushima(male)

4

Hironori Kikuchi(male)

5

Yoshiko Kosaka(female)Director

6

Takeshi Kaide(male)

Director

7

Hiroaki Ishizuka(male)―

Note:

Reelection100%(18/18)New election―

Reelection100%(18/18)New election―

Reelection
OutsideIndependent
Reelection
OutsideIndependent
New election
OutsideIndependent

The name of Yoshiko Kosaka in the family register is Yoshiko Miyabata.

Reelection
New election
OutsideIndependent

Candidate for Director to be reelected
Candidate for Director to be newly elected
Candidate for outside Director
Candidate registered at the Tokyo Stock Exchange as an Independent Officer

5

Attendance atBoard ofDirectors
meetings

100%(18/18)100%(18/18)―

Candidate
No.

Name
(Date of birth)

Reelection<<Career summary, position and responsibility in the Company, andsignificant concurrent positions outside the Company>>
Apr. 1979

Joined ITOCHU Corporation

Jan. 2005

General Manager of the Corporate Planning &Administration Division

May 2006

Chief Operating Officer of Chemicals Division

June 2006

Executive Officer

Apr. 2008

Executive Vice President of Chemicals, Forest
Products & General Merchandise Company and Chief
Operating Officer of Chemicals Division

Apr. 2009Managing Executive Officer

Apr. 2012

President of Energy & Chemicals Company

June 2012

Representative Director, Managing Executive Officer

Apr. 2015

Representative Director, Senior Managing Executive
Officer

Apr. 2016
Yuji Fukuda(January 21, 1957)

1

Attendance atBoard of Directors
Apr. 2019
meetings
100% (18/18)

Number of theCompany’s
shares owned

Senior Managing Executive Officer
CEO of Asia & Oceania Bloc, President & CEO of
ITOCHU Singapore Pte Ltd and Executive Advisory
Officer of CP & CITIC Operations

101,250

Executive Vice President
CEO of East Asia Bloc, CEO of Asia & Oceania Bloc
and Executive Advisory Officer of CP & CITIC
Operations

June 2019

Representative Director, Executive Vice President

Apr. 2022

Councilor

June 2022

Representative Director, Executive Vice President of
the Company
Assistant to President
Responsible for Corporate Planning Department, R&D
Department, and Overseas Business Operations

Apr. 2023

Representative Director President (current position)

Mar. 2024

Outside Director of Quantum Solutions Co.,Ltd.
(current position)[Reasons for nomination as candidate for Director]
Yuji Fukuda spent his many years of service at ITOCHU Corporation in the Chemicals Division. He wasappointed Representative Director in 2012 and Representative Director, Executive Vice President in 2019. The
Company appointed him as Representative Director President in April 2023 after serving as the Representative
Director and Executive Vice President in 2022 based on his many years of service at ITOCHU Corporation. The
Company nominated Yuji Fukuda because it can expect him to further the expansion of business and greater
profitability as the highest authority in management business execution currently and for his continued executionof decision making and supervision of management based on his wealth of experience and expertise in business,
including overseas operating companies.
Notes: 1. There is no special interest between Yuji Fukuda and the Company.
2. The above “Career summary, position and responsibility in the Company, and significant concurrent positions
outside the Company” includes Yuji Fukuda’s current and past positions and responsibilities as a person who
executes business at ITOCHU Corporation, the owners of parent of the Company, in the past 10 years.

6Candidate
No.

Name
(Date of birth)

New election<<Career summary, position and responsibility in the Company, andsignificant concurrent positions outside the Company>>
Apr. 1982

Joined ITOCHU Corporation

Apr. 2008

General Manager of Plastics Department

Apr. 2012

Deputy Chief Operating Officer of Chemicals Division
and General Manager of Plastics Department

Apr. 2013

Executive Officer

Apr. 2014

Vice President of ITOCHU East Asia Bloc (East
China) (stationed in Shanghai) and Managing Directorof ITOCHU SHANGHAI LTD.

Apr. 2015

Managing Executive Officer of ITOCHU Corporation

Akihiro Ueda
(October 13, 1958)

2

Tenue as Director
From June 2019 to Apr. 2019
June 2023

CEO for East Asia Bloc (stationed in Beijing),
Chairman of ITOCHU (CHINA) HOLDING CO.,LTD., Chairman of ITOCHU SHANGHAI LTD.,
Chairman of ITOCHU HONG KONG LTD. andChairman of BIC

Number of theCompany’s
shares owned

75,927

Senior Managing Executive Officer of the Company
Chief Operating Officer of the Construction Materials
Division

June 2019

Director Senior Managing Executive Officer

Oct. 2022

Chief Operating Officer of the Specialty Films Division

June 2023

Senior Managing Executive Officer

Apr. 2024

Vice President (current position)
Chief Operating Officer of the Films Business
Division, Representative Director and President of C.I.
MATEX Corporation (current position)[Reasons for nomination as candidate for Director]
Akihiro Ueda spent his many years of service at ITOCHU Corporation in the Chemicals Division and was
appointed Managing Executive Officer of ITOCHU Corporation in 2015. He assumed office as Director Senior
Managing Executive Officer of the Company in 2019, and after serving as the Chief Operating Officer of theConstruction Materials Division and of the Specialty Films Division of the Company, he assumed office of theVice President in 2024 and also has served as the Chief Operating Officer of the Films Business Division from thesame year. The Company nominated Akihiro Ueda because it can expect him to execute the decision making andsupervision of management based on his wealth of experience and expertise in management and the overallbusiness operations of the Company.
Notes: 1. There is no special interest between Akihiro Ueda and the Company.
2. The above “Career summary, position and responsibility in the Company, and significant concurrent positions
outside the Company” includes Akihiro Ueda’s current and past positions and responsibilities as a person who
executes business at ITOCHU Corporation, the owners of parent of the Company, in the past 10 years.

7

Candidate
No.

Name
(Date of birth)<<Career summary, position and responsibility in the Company, andsignificant concurrent positions outside the Company>>
Apr. 1987

Joined ITOCHU Corporation

May 2012

Deputy CFO of Machinery Company
General Manager of Business Accounting and Control
SectionMay 2014

General Manager, Planning & Control Department,
General Accounting Control Division

Apr. 2015

Deputy General Manager, General Accounting Control
Division
General Manager, Planning & Control Department,
General Accounting Control Division

May 2016

CFO of General Products & Realty Company

May 2018

Vice President of ITOCHU East Asia Bloc responsible
for Corporate Administration,
Manager of East Asia Bloc Corporate Administration
Group
Seconded to ITOCHU SHANGHAI LTD

Reelection
NoboruFukushima(December 7,
1963)

3

Attendance atBoard of Directors May 2022
meetings
100% (18/18)
Apr. 2023

Number of theCompany’s
shares owned

25,092

Executive Officer of the Company
Chief Operating Officer of the Corporate
Administration Division
Managing Executive Officer
Chief Operating Officer of the Corporate
Administration Division
CIO

June 2023

Director Managing Executive Officer (current position)

Apr. 2024

Chief Operating Officer of the Corporate
Administration Division
CCO (current position)[Reasons for nomination as candidate for Director]
Noboru Fukushima spent many years of service at ITOCHU Corporation in the Finance and General Accounting
Control divisions. He served as CFO of General Products & Realty Company of ITOCHU Corporation in 2016
and was appointed Vice President of ITOCHU East Asia Bloc responsible for Corporate Administration in 2018.
He assumed office as Executive Officer of the Company in 2022, and in the same year, he began serving as Chief
Operating Officer of the Corporate Administration Division of the Company. Through assuming the office ofManaging Executive Officer in 2023 and Director in June 2023, he currently serves as CCO with overall
responsibility for compliance. The Company nominated Noboru Fukushima because it can expect him to continue
to carry out management decision-making and supervision because of his extensive experience and knowledge,
particularly in the areas of finance and accounting, including his experience at several overseas operatingcompanies.
Notes: 1. There is no special interest between Noboru Fukushima and the Company.
2. The above “Career summary, position and responsibility in the Company, and significant concurrent positions
outside the Company” includes Noboru Fukushima’s current and past positions and responsibilities as a person
who executes business at ITOCHU Corporation, the owners of parent of the Company, in the past 10 years.

8Candidate
No.

Name
(Date of birth)

New election<<Career summary, position and responsibility in the Company, andsignificant concurrent positions outside the Company>>
Apr. 1985

Joined the Company

Apr. 2009

General Manager of Yasutomi Plant and Manufacturing
Group

Jan. 2012

Seconded to SANWA SIGNWORKS CO.,LTD.

Apr. 2016

General Manager of Ibogawa Plant and Aboshi Plant of
the Company

June 2016

Executive Officer

Apr. 2018

Deputy General Manager of the Production Division

Hironori Kikuchi Apr. 2019
(June 27, 1962)
Apr. 2020
4

Apr. 2021

General Manager of the Corporate Planning
Department

Number of theCompany’s
shares owned

35,977

Chief Operating Officer of the Corporate Planning
DivisionManaging Executive Officer (current position)
Chief Operating Officer of the Production Division

Apr. 2024

Chief Operating Officer of the Corporate Planning
Division and Production Division
CIO (current position)[Reasons for nomination as candidate for Director]
Hironori Kikuchi served as General Manager of Yasutomi Plant, Ibogawa Plant, and Aboshi Plant, and assumed
office as Executive Officer in 2016, and through assuming the offices of Deputy General Manager of the
Production Division, Chief Operating Officer of the Corporate Planning Division, he assumed the office ofManaging Executive Officer in 2021, and he currently serves as Chief Operating Officer of the Corporate
Planning Division and Production Division, as well as CIO with overall responsibility for information strategy.
The Company nominated Hironori Kikuchi because it can expect him to execute the decision making andsupervision of management based on his wealth of experience and expertise in management and the overall
production operations of the Company.
Note:

There is no special interest between Hironori Kikuchi and the Company.

9

Candidate
No.

Name
(Date of birth)
Reelection
OutsideIndependent

5<<Career summary, position and responsibility in the Company, andsignificant concurrent positions outside the Company>>
Oct. 2003

Number of theCompany’s
shares owned

Registered as an attorney at law
Joined Nishimura Law & Accounting Office

July 2007

Yoshiko Kosaka Jan. 2013
(September 20,
1976)
Apr. 2016
Attendance atBoard of Directors June 2020
meetings
June 2022
100% (18/18)

Termination of attorney at law registration (due tochildcare leave, etc.)
Re-registered as an attorney at law
Joined Takagi Law Office

8,040

Joined Irokawa Law Office (current Irokawa Legal
Professional Corporation) (current position)
Director of the Company (current position)
Outside Auditor of KANEMITSU Corporation (current
position)[Reasons for nomination as candidate for outside Director and summary of expected role]
Yoshiko Kosaka has served as outside Director of the Company since 2020, leveraging her advanced expertise as
an attorney and extensive knowledge related to corporate legal affairs, and the Company expects her to continue
speaking actively from an independent perspective, and to continue fulfilling her role in appropriate management
decision-making and supervision. Yoshiko Kosaka has never been involved in the management of a company
except for serving as outside officer so far. However, the Company judges she will continue to appropriately fulfill
her duties as an outside Director based on the above reasons. At the conclusion of this meeting, Yoshiko Kosaka’s
tenure as outside Director of the Company will have been four years.
[Independence of the candidate]
Yoshiko Kosaka satisfies the “Independence Standards for Outside Officers” established by the Company, and has
been designated as an independent officer in accordance with the provisions of the Tokyo Stock Exchange. If thereelection of Yoshiko Kosaka is approved as proposed, the Company plans to continue the said designation.
Notes: 1. There is no special interest between Yoshiko Kosaka and the Company.
2. Yoshiko Kosaka is a candidate for outside Director.
3. The name of Yoshiko Kosaka in the family register is Yoshiko Miyabata.

10

Candidate
No.

Name
(Date of birth)

Reelection
OutsideIndependent
Takeshi Kaide(March 16, 1955)<<Career summary, position and responsibility in the Company, andsignificant concurrent positions outside the Company>>
Apr. 1979

Joined Mitsui Petrochemical Industries, Ltd. (current Mitsui
Chemicals, Inc.)

Jan. 2003

Deputy Managing Director of Mitsui Chemicals Asia, Ltd.
(Singapore)

Oct. 2004

Deputy Managing Director of Mitsui Chemicals Shanghai,
China Responsible for China PTA sales

June 2005

Deputy General Manager of Mitsui Chemicals, Inc. PTA &PET Division

Oct. 2010

General Manager of PTA & PET Division Managing
Director, Siam Mitsui PTA Co., Ltd (THAILAND)

Apr. 2013

Administrator of Mitsui Chemicals, Representative in theAmericas President & CEO, Mitsui Chemicals America Inc.

Attendance atBoard of Directors Apr. 2015
meetings
100% (18/18)
Apr. 2018
6

Number of theCompany’s
shares owned

3,920

Chief Senior Director Representative Director and Presidentof Prime Polymer Co., Ltd.
Representative Director President & CEO of Mitsui
Chemicals Tohcello, Inc.

Apr. 2021

Senior Advisor

Mar. 2022

Retired from Senior Advisor

June 2022

Director of the Company (current position)[Reasons for nomination as candidate for outside Director and summary of expected role]
The Company nominated Takeshi Kaide as outside Director because it expects him to utilize his wealth ofexperience and expertise cultivated through his involvement in business management of comprehensive chemical
manufacturers and management of multiple operating companies, including overseas companies. In addition,
Takeshi Kaide has actively provided advice from an independent standpoint since his appointment as outside
Director of the Company in 2022, and the Company expects him to continue to execute the proper decision
making and supervision of management as an outside Director of the Company. At the conclusion of this meeting,Takeshi Kaide’s tenure as outside Director of the Company will have been two years.
[Independence of the candidate]Takeshi Kaide was an executive officer of Mitsui Chemicals Tohcello, Inc. until March 2021. The C.I. TAKIRONGroup has transactions with this corporate group for the purchase of raw materials, etc., but as the percentage oftransaction amount is less than 2%, Mitsui Chemicals Tohcello, Inc. is not a major business partner of theCompany.
Takeshi Kaide satisfies the “Independence Standards for Outside Officers” established by the Company, and has
been designated as an independent officer in accordance with the provisions of the Tokyo Stock Exchange. If thereelection of Takeshi Kaide is approved as proposed, the Company plans to continue the said designation.
Notes: 1. There is no special interest between Takeshi Kaide and the Company.
2. Takeshi Kaide is a candidate for outside Director.

11

Candidate
No.

Name
(Date of birth)<<Career summary, position and responsibility in the Company, andsignificant concurrent positions outside the Company>>
Apr. 1972

7

Joined Mitsubishi Chemical Industries Limited (current
Mitsubishi Chemical Corporation)

Aug. 1987

Director Vice President of Tai Young Nylon Co., Ltd.

July 1993

Chief of the Plastic Division, Tokyo Branch Office of
Mitsubishi Kasei Corporation

Apr. 1994

General Manager of the Sales No. 1 Division, Tokyo Branch
Office of Mitsubishi Engineering-Plastics Corporation

June 2003

Director, General Manager of Overseas Sales Division

Apr. 2005

Managing Director, General Manager of the Sales Division

Apr. 2007

Executive Officer, General Manager of the Polymer
Division of Mitsubishi Chemical Corporation

July 2008

Executive Officer, General Manager of the Chemicals
Division and Polymer Division

Apr. 2009Managing Executive Officer, General Manager of thePolymer Division and Manager of the Mineralization
Planning Management Division

June 2009

Director, Managing Executive Officer, General Manager of
the Polymer Division and Manager of the Mineralization
Planning Management Division

Hiroaki Ishizuka Apr. 2011
(February 23,
1950)
Apr. 2012

Representative Director, Director, Senior Managing
Executive Officer, General Manager of the Mineralization
Foundation Division and Polymer Division

New election
OutsideIndependent

Number of theCompany’s
shares owned

0

Representative Director, Director and President
Director of Mitsubishi Chemical Holdings Corporation
Director of KAITEKI Institute, Inc.

Apr. 2015

Director and Vice Chairman of Mitsubishi Chemical
Holdings Corporation

Apr. 2017

Consultant (currently Senior Executive Consultant) of
Mitsubishi Chemical Corporation (current position)

June 2017

President of The Dia Foundation for Research on Ageing
Societies (current position)

Apr. 2018

Chairman of New Energy and Industrial Technology
Development Organization

Apr. 2023

Consultant of New Energy and Industrial Technology
Development Organization (current position)
Member of Self Evaluation Committee of Japan Scienceand Technology Agency (current position)[Reasons for nomination as candidate for outside Director and summary of expected role]
The Company nominated Hiroaki Ishizuka as outside Director because it expects him to execute appropriate
management decision-making and supervision as an outside Director of the Company by utilizing his wealth ofexpertise cultivated through his long involvement in the materials field in comprehensive chemicals manufacturers
and abundant knowledge and experience from his involvement in management decision-making as President of an
operating company and involvement in management of multiple operating companies.
[Independence of the candidate]Hiroaki Ishizuka satisfies the “Independence Standards for Outside Officers” established by the Company, and if
his election is approved as proposed, the Company plans to designate him as an independent officer in accordancewith the provisions of the Tokyo Stock Exchange.
Notes: 1. There is no special interest between Hiroaki Ishizuka and the Company.
2. Hiroaki Ishizuka is a candidate for outside Director.

12

■ Summary of details of limited liability agreement
The Company has entered into an agreement with Yoshiko Kosaka and Takeshi Kaide to limit
their liability for damages under Article 423, paragraph (1) of the Companies Act in accordancewith the provisions of Article 427, paragraph (1) of the same Act. If their reelection is approved
as proposed, the Company plans to renew this agreement with them. When the election of
Hiroaki Ishizuka is approved, the Company intends to conclude the same agreement forlimitation of liability with him. The maximum amount of liability for damages based on thisagreement is the minimum liability amount stipulated in Article 425, paragraph (1) of the said
Act. The said limitation of liability is allowed only when the concerned Directors perform theduties that caused the liability in good faith and without any gross negligence.
■ Summary of details of contract for directors and officers liability insurance
The Company concluded a liability insurance contract for directors and officers with aninsurance company, as stipulated in Article 430-3, paragraph (1) of the Companies Act,
whereby insured persons are covered under said insurance contract for any damages andlitigation costs incurred in the event a claim for damages is filed by a shareholder or a third
party.
If the appointment of each candidate is approved, each of them will be included as an insured
person under said insurance contract.

13

Proposal No. 3

Election of Four Audit & Supervisory Board Members

The terms of office of all Audit & Supervisory Board Members will expire at the conclusion ofthis meeting. In that regard, the Company proposes the election of four Audit & Supervisory
Board Members.
In addition, the consent of the Audit & Supervisory Board has been obtained for this proposal.
In order to enhance the objectivity and transparency of the election process, this proposal has
passed through the deliberation process of the Nomination and Remuneration Committee.
The candidates for Audit & Supervisory Board Member are as follows:(Reference) Audit & Supervisory Board After Approval
If this proposal is approved and adopted as originally proposed, the composition of the
Audit & Supervisory Board will be as follows.
3 males, 1 female
Candidate
No.

Name

Position in the Company

1

Hideharu Iwasaki(male)

Standing Audit & Supervisory
Board Member

New election2

Hideki Sugiura(male)

Audit & Supervisory Board
MemberNew election

3

Misako Nakajima(female)Audit & Supervisory Board
MemberNew election
OutsideIndependent

4

Shinichi Ono(male)

Audit & Supervisory Board
MemberNew election
OutsideIndependent

New election
OutsideIndependent

Candidate for Audit & Supervisory Board Member to be newly elected
Candidate for outside Audit & Supervisory Board Member
Candidate registered at the Tokyo Stock Exchange as an Independent Officer

14

Candidate
No.

Name
(Date of birth)<<Career summary, position and responsibility in the Company, andsignificant concurrent positions outside the Company>>
Apr. 1983
June 2010

Number of theCompany’s
shares owned

Joined the Company
Executive Officer
Deputy General Manager of the Living Environment
Business Division
General Manager of the Product Development
Department

Apr. 2011

New election1

Hideharu
Iwasaki(December 30,
1959)

General Manager of the Development Department

June 2013

Director and Executive Officer

Apr. 2015

General Manager of the New Business Planning
Department, responsible for development, Disaster
Prevention Resilience BU, and Gel Product BU

June 2015

Director and Managing Executive Officer

Apr. 2017

Chief Operating Officer of the Construction Materials
Division

Apr. 2018

Managing Executive Officer

Apr. 2019

Chief Operating Officer of the Corporate Planning
Division and responsible for the R&D Department

June 2019

Director and Managing Executive Officer

Apr. 2020

Chief Operating Officer of the Production Division

June 2021

Managing Executive Officer

Apr. 2022

Chief Operating Officer of the R&D Division

Apr. 2024

Advisor (current position)

34,671[Reasons for nomination as candidate for Audit & Supervisory Board Member]
Hideharu Iwasaki served as General Manager of the Product Development Department and Development
Department, and assumed the office of Director in 2013. He has served as Chief Operating Officer of theConstruction Materials Division, Corporate Planning Division, Production Division and R&D Division. As he has
wealth of experience and insight in management, business, production, and R&D at the Company, the Company
expects him to provide appropriate advice and verification in order to ensure the appropriateness of decision
making by the Board of Directors.
Note:

There is no special interest between Hideharu Iwasaki and the Company.

15

Candidate
No.

Name
(Date of birth)

New election
Hideki Sugiura(May 18, 1967)
2<<Career summary, position and responsibility in the Company, andsignificant concurrent positions outside the Company>>
Apr. 1992

Joined ITOCHU Corporation

Apr. 2010

Manager of Machinery Risk Management Team, Risk
Management Division

Apr. 2011

General Manager of Machinery and Information Risk
Management Office

Apr. 2012

General Manager of Machinery Risk Management
OfficeApr. 2013

Deputy General Manager of Internal Audit Department
No.2, Internal Audit Division

Apr. 2016

General Manager of Energy & Chemicals ProductBusiness Administration Office

Apr. 2017

General Manager of Energy & Chemicals Product Risk
Management Office

Aug. 2020

Itochu Europe PLC (stationed in London), and assistantto Chief Executive for European Operation

Apr. 2021

Itochu Europe PLC (stationed in London), and assistantto Chief Executive for Europe & CIS Bloc

Apr. 2024

CFO of the Energy & Chemicals Company (current
position)

Number of theCompany’s
shares owned

0[Reasons for nomination as candidate for Audit & Supervisory Board Member]
Hideki Sugiura spent his many years of service at ITOCHU Corporation in the business audit and risk
management departments and is currently CFO of the Energy & Chemicals Company. He has practical experienceand insight in business management. As such, the Company expects him to provide appropriate advice andverification in order to ensure the appropriateness of decision making by the Board of Directors.
Notes: 1. There is no special interest between Hideki Sugiura and the Company.
2. The above “Career summary, position and responsibility in the Company, and significant concurrent positions
outside the Company” includes Hideki Sugiura’s current and past positions and responsibilities as a person who
executes business at ITOCHU Corporation, the owners of parent of the Company, in the past 10 years.

16

Candidate
No.

Name
(Date of birth)<<Career summary, position and responsibility in the Company, andsignificant concurrent positions outside the Company>>
Apr. 1997

Number of theCompany’s
shares owned

Registered as an attorney at law
Joined Iidabashi Law Office

New election
OutsideIndependent

June 2004

Jan. 2010

MisakoNakajima(January 31, 1968) Dec. 2014
Apr. 2020
3

Resigned from Iidabashi Law OfficeOpened Kotobashi Law Office and served as
Representative
Closed Kotobashi Law Office0

Opened Nakajima Law Office and served as
Representative (current position)
Registered as a certified public accountant
Outside Director and Standing Audit and Supervisory
Committee Member of Tokyo Water Co., Ltd. (current
position)[Reasons for nomination as candidate for outside Audit & Supervisory Board Member]
The Company nominated Misako Nakajima as a candidate for outside Audit & Supervisory Board Member as she
has a wealth of knowledge of corporate legal affairs as an attorney as well as a high level of expertise inaccounting and auditing as a certified public accountant, and it expects her to provide appropriate advice andverification in order to ensure the appropriateness of decision making by the Board of Directors. Misako Nakajima
has never been involved in the management of a company except for serving as an outside officer, so far.
However, the Company judges she will appropriately fulfill her duties as an outside Audit & Supervisory Board
Member based on the above reasons.
[Independence of the candidate]Misako Nakajima satisfies the “Independence Standards for Outside Officers” established by the Company, and if
her election is approved as proposed, the Company plans to designate her as an independent officer in accordancewith the provisions of the Tokyo Stock Exchange.
Notes: 1. There is no special interest between Misako Nakajima and the Company.
2. Misako Nakajima is a candidate for outside Audit & Supervisory Board Member.
3. In June 2020, while she was serving as an outside director and standing audit and supervisory committee
member of Tokyo Water Co., Ltd., it was discovered that the said company’s employees had improperly
handled applications for permission to occupy roads. This incident occurred shortly after she took office, andshe was not aware of it in advance. After this incident was discovered, as an audit and supervisory committee
member, she has been fulfilling her responsibilities appropriately, such as by issuing a strict warning to thedirectors, asking them to implement operational reforms across the entire business as an organizational andstructural issue, and making appropriate comments regarding initiatives aimed at achieving this goal taken toprevent recurrence, such as establishing a check and follow-up system.
4. In February 2023, while she was serving as an outside director and standing audit and supervisory committee
member of Tokyo Water Co., Ltd., a case of misconduct was discovered involving the said company’s
employees providing personal information to a third party. Although she was not aware of this matter inadvance, she had been regularly providing recommendations and advice on the importance of legal complianceat meetings of the Board of Directors, Audit and Supervisory Committee, etc. In addition, after this incident was
discovered, the Personal Information Protection and Compliance Improvement Measures Review Committee
was established, and she has been fulfilling her responsibilities appropriately by providing recommendations,etc. as needed for strengthening efforts for protection of personal information and for improving compliancefrom the three viewpoints of “Education and Training for Employees,” “System Technology,” and “Information
Leak Prevention Measures.”17

Candidate
No.

Name
(Date of birth)

New election
OutsideIndependent
Shinichi Ono(April 19, 1969)

4<<Career summary, position and responsibility in the Company, andsignificant concurrent positions outside the Company>>
Oct. 1991

Joined Asahi Shinwa & Co. (current KPMG AZSA
LLC)Mar. 1995

Registered as a certified public accountant

Oct. 1998

Manager of Sendai Office, AZSA & Co.

Oct. 2001

Manager of Tokyo Office

June 2002

Resigned from the said firm

July 2002

Opened CPA Ono Office and served as Representative

Aug. 2004

Registered as a certified public tax accountant

June 2005

Corporate Auditor of Takisawa Machine Tool Co., Ltd.

June 2016

Director, Audit & Supervisory Committee Member

June 2022

Retired from Director, Audit & Supervisory Committee
MemberJune 2023

Director of Tokyo Certified Public Tax Accountants’
Association (current position)

Number of theCompany’s
shares owned

0

Representative of CPA Ono Office (current position)[Reasons for nomination as candidate for outside Audit & Supervisory Board Member]
The Company nominated Shinichi Ono as a candidate for outside Audit & Supervisory Board Member as he has ahigh level of expertise in auditing, accounting, and tax affairs from being engaged in auditing work for many years
in an audit firm, and through accounting and tax affairs operations, tax affairs investigation support, tax lawsuit
support, and accounting audit operations, having established his own certified public accountant and tax
accountant office that he operates currently, and it expects him to provide appropriate advice and verification inorder to ensure the appropriateness of decision making by the Board of Directors.
Shinichi Ono has never been involved in the management of a company except for serving as outside officer sofar. However, the Company judges he will continue to appropriately fulfill his duties as an outside Audit &Supervisory Board Member based on the above reasons.
[Independence of the candidate]
Shinichi Ono satisfies the “Independence Standards for Outside Officers” established by the Company, and if his
reelection is approved as proposed, the Company plans to designate him as an independent officer in accordancewith the provisions of the Tokyo Stock Exchange.
Notes: 1. There is no special interest between Shinichi Ono and the Company.
2. Shinichi Ono is a candidate for outside Audit & Supervisory Board Member.

18

■ Summary of details of limited liability agreement
If the election of Hideharu Iwasaki, Hideki Sugiura, Misako Nakajima, and Shinichi Ono isapproved as proposed, the Company plans to enter into an agreement with them to limit their
liability for damages under Article 423, paragraph (1) of the Companies Act in accordance withthe provisions of Article 427, paragraph (1) of the same Act. The maximum amount of liability
for damages based on this agreement is the minimum liability amount stipulated in Article 425,
paragraph (1) of the said Act. The said limitation of liability is allowed only when theconcerned Audit & Supervisory Board Member performs the duties that caused the liability ingood faith and without any gross negligence.
■ Summary of details of contract for directors and officers liability insurance
The Company concluded a liability insurance contract for directors and officers with aninsurance company, as stipulated in Article 430-3, paragraph (1) of the Companies Act,
whereby insured persons are covered under said insurance contract for any damages andlitigation costs incurred in the event a claim for damages is filed by a shareholder or a third
party.
If the appointment of each candidate is approved, each of them will be included as an insured
person under said insurance contract.

19

(Reference) Skills Matrix (if Proposals No. 2 and No. 3 are approved as originallyproposed)
The “Skills Matrix” defines the skills required of the Directors and Audit & Supervisory Board
Members of the Company in order to realize the C.I. TAKIRON Group’s corporate philosophy,
implement the business portfolio strategy, and promote SDGs management, among others.
If Proposals No. 2 and No. 3 are approved as originally proposed, the Skills Matrix for each
Director and each Audit & Supervisory Board Member will be as follows.
Skill

Directors

Audit &
Supervisory
Board
Members

Corporate Environme
TalentLegal/
Technolog
Finance/
Sales/
Managemennt/Developm Governany/Global
Accounting
MarketingtSocialent
ce
R&D
Yuji Fukuda
●
●
●
●
●
●
Akihiro Ueda
●
●
●
●
●
Noboru●●●●●Fukushima
Hironori●●●●
Kikuchi
Yoshiko●●●
KosakaTakeshi●●●Kaide
Hiroaki●●●●●●Ishizuka
Hideharu●●●
Iwasaki
Hideki●●●SugiuraMisako●●Nakajima
Shinichi Ono
●
●
●

20

Proposal No. 4

Election of One Substitute Audit & Supervisory Board Member

The Company proposes the election of one substitute outside Audit & Supervisory Board
Member in advance to be ready to fill a vacant position should the number of outside Audit &Supervisory Board Members fall below the number required by laws and regulations.
In addition, the consent of the Audit & Supervisory Board has been obtained for this proposal.
In order to enhance the objectivity and transparency of the election process, this proposal has
passed through the deliberation process of the Nomination and Remuneration Committee.
The candidate for substitute Audit & Supervisory Board Member is as follows:
Name(Date of birth)

Shuichi Kondo(January 28, 1965)<<Career summary and significant concurrent positions outside theCompany>>
Apr. 1987

Joined the Dai-Ichi Kangyo Bank, Limited (current
Mizuho Bank, Ltd.)

Feb. 1996

Shanghai Branch

Feb. 2005

International Sales Division of Mizuho Bank, Ltd.

May 2007China Sales Promotion Division of Mizuho Corporate
Bank, Ltd.

Feb. 2009

General Manager of China Advisory Division

June 2011

Joined GCA Corporation (current Houlihan Lokey Inc.),
Executive Director

Number of theCompany’s shares
owned

0

Chairman of GCA (Shanghai) Investment Advisers
Private Limited
Chairman of GCA (Taiwan) Investment Advisers
Private Limited
Nov. 2020

Representative Director and President of MKK Asia
Partners Co., Ltd. (current position)[Reasons for nomination as candidate for substitute outside Audit & Supervisory Board Member]
The Company nominated Shuichi Kondo as a candidate for substitute outside Audit & Supervisory Board Member as he has
worked for financial institutions for many years and is familiar with both domestic and overseas financial markets, as well as
having a wealth of experience and knowledge, and it expects him to provide appropriate advice and verification in order toensure the appropriateness of decision making by the Board of Directors.
[Independence of the candidate]
Shuichi Kondo satisfies the “Independence Standards for Outside Officers” established by the Company, and if his election
is approved as proposed and he assumes office as an Audit & Supervisory Board Member, the Company plans to designate
him as an independent officer in accordance with the provisions of the Tokyo Stock Exchange.
[Limited liability agreement]
If the election of Shuichi Kondo is approved as proposed and he assumes office as an Audit & Supervisory Board Member,the Company plans to enter into an agreement with him to limit his liability for damages under Article 423, paragraph (1) of
the Companies Act in accordance with the provisions of Article 427, paragraph (1) of the same Act. The maximum amountof liability for damages based on this agreement is the minimum liability amount stipulated in Article 425, paragraph (1) of
the said Act. The said limitation of liability is allowed only when the concerned Audit & Supervisory Board Member
performs the duties that caused the liability in good faith and without any gross negligence.
[Contract for directors and officers liability insurance]
The Company concluded a liability insurance contract for directors and officers with an insurance company, as stipulated in
Article 430-3, paragraph (1) of the Companies Act, whereby insured persons are covered under said insurance contract forany damages and litigation costs incurred in the event a claim for damages is filed by a shareholder or a third party.
If Shuichi Kondo’s appointment is approved and he becomes an Audit & Supervisory Board Member, he will be included as
an insured person under said insurance contract.
Notes: 1. There is no special interest between Shuichi Kondo and the Company.
2. Shuichi Kondo is a candidate for substitute outside Audit & Supervisory Board Member.

21

(Reference) “Independence Standards for Outside Officers”
In selecting candidates for outside officers, the Company selects candidates who satisfy thefollowing unique standard of the Company in addition to the criteria set forth in the
Companies Act and the Tokyo Stock Exchange.
In order for the Company to determine that an outside officer is independent, the said outside
officer must be independent and neutral from the Company’s management without coming
under any of the following.
1. A person or a person who executes business (“executive”) who has the C.I. TAKIRONGroup as a major business partner (sales to the C.I. TAKIRON Group account for 2% ormore of the consolidated sales of the relevant business partner group)
2. A major business partner of the C.I. TAKIRON Group or such an executive (sales to therelevant business partner group account for 2% or more of the consolidated sales of the
C.I. TAKIRON Group)
3. A person who belongs to the Company’s main bank, to a lead managing securities
company, or to an auditing firm that is the Company’s financial auditor
4. Attorneys at law, consultants, etc. who receive a certain amount of money (¥10 million
per year) or more in monetary or other financial benefits from the Company in addition to
the remuneration for officers (including those who belong to corporations, partnerships,
or other organizations if the person receiving such benefits is a member of suchorganization)
5. A Director who is not an executive or an executive of the owners of parent of theCompany, an Audit & Supervisory Board Member of the owners of parent of theCompany, or an executive of a brother company, at any time within 10 years prior to theassumption of office
6. Major shareholders of the Company (persons who directly or indirectly hold 10% ormore of the total voting rights, excluding the owners of parent of the Company) or theirbusiness executors
7. Spouse, relative within the second degree of kinship, or relative living in the same
household of a person who is an executive of the C.I. TAKIRON Group or of a person
who falls under 1 through 6 above
8. A person who has come under 1 to 4, 6, or 7 above in the last 5 years
9. A person who has been in office as an outside Director for a total of more than 6 years

22Proposal No. 5

Revision of Remuneration Intended to Grant Restricted Shares to Directors

The remuneration of directors of the Company consists of “fixed remuneration,” “short-term
incentives (bonuses),” and “medium- to long-term incentives (stock-based remuneration).” Of
these, “medium- to long-term incentives (stock-based remuneration)” consists of “stock delivery
trust (performance-linked)*1” and “pre-delivery restricted stock-based remuneration*2,” andboth of which are paid separately from the amount of remuneration for Directors of the Company(up to ¥420 million per year (however not including salaries for Directors who are also
employees)) approved at the 111th Annual General Meeting of Shareholders held on June 29,
2006.
※1

Operated with contents finally revised at the 128th Annual General Meeting of
Shareholders held on June 28, 2023.

※2

Approved at the 126th Annual General Meeting of Shareholders held on June 25, 2021
(this resolution for the approval shall be hereinafter referred to as the “previous
resolution”) and introduced, and has been operated up to present.

With this proposal, the Company would like to request approval to increase the remuneration
limit for “pre-delivery restricted stock-based remuneration” in place of “stock delivery trust(performance-linked)” as follows, as one part of the reexamination of the officer remuneration
system, for the purpose of further strengthening incentives for sustainable improvement of theCompany’s corporate value, and promoting further sharing of value between Directors andshareholders.
In other words, “pre-delivery restricted stock-based remuneration” is the plan in which theCompany provides monetary remuneration claims to Directors (excluding non-executive
Directors; hereinafter “Eligible Directors”) and issues the restricted shares (common shares of theCompany, but transfer restrictions will be placed as per the agreement between the Company andthe Directors as described below) to the Eligible Directors or disposes thereof, by receiving inkind contribution of all monetary remuneration claims from the Eligible Directors (thisremuneration system shall be hereinafter referred to as the “the proposed system”), and the total
amount of monetary remuneration for granting restricted shares to the Eligible Directors based on
this proposal shall be, as the amount believed to be appropriate for the purpose above, up to ¥40
million per year (in the previous resolution, the annual amount was approved to be up to ¥20
million).
In addition, the total number of common shares to be issued or disposed of as in-kind contributionof monetary remuneration claims shall be, as the number believed to be appropriate for the
purpose above, up to 40,000 shares per year (however, from the date of resolution of this proposal
onward, a stock split of the Company’s common stock (including allotment of the Company’scommon stock without contribution) or in the event that shares are consolidated, the amount shallbe adjusted according to the split ratio or consolidation ratio), and the amount to be paid-in per
share shall be the closing price of the Company’s common stock on the Tokyo Stock Exchangeon the business day prior to the date of each resolution by the Board of Directors (if the shares
did not trade on that day, the closing price on the most recent trading day prior to that) (in theprevious resolution, the annual amount was approved to be up to 20,000 shares). Specific timingof delivery and amount to be allotted shall be determined by the Board of Directors.
The determination policy for details of individual remuneration etc. for Directors has been
established at the Board of Directors meeting held on March 25, 2024, as described in theBusiness Report (available in Japanese only), and since the details of this proposal are necessary
and reasonable to pay remuneration in line with the policy, the details of this proposal are deemed
to be appropriate.

23

If this proposal is approved as originally proposed, the remuneration limit pertaining to “stock
delivery trust (performance-linked)” will be abolished (Note).
If Proposal No. 2 “Election of 7 Directors” is approved as originally proposed, the number of the
Eligible Directors will be four.
In the issuance or disposal of the Company’s common stock under this proposal, the Company
and the Eligible Directors shall conclude a share allotment agreement with transfer restrictions(hereinafter the “Allotment Agreement”) including the details of “reference” in this proposal. The
details have not been changed from those approved in the previous resolution.
Note: “Stock delivery trust (performance-linked)” is a system in which a trust which the Company
established by making a financial contribution acquires the Company shares, and delivers
the Company shares to each Director equivalent to the number of points the Company
granted to each Director according to the achievement rate of performance targets, and if
this proposal is approved as originally proposed, thereafter monetary contributions will not
be made to fund the acquisition of the Company shares and no new points will be granted
as compensation for execution of duties after conclusion of this Annual General Meetingof Shareholders. Furthermore, even if this proposal is approved as originally proposed, newpoints may be awarded as compensation for execution of duties during the period prior tothe conclusion of this Annual General Meeting of Shareholders. In addition, since thedelivery of the Company shares corresponding to the number of points granted is, inprinciple, to be made at the time of each Director’s retirement, even after this remuneration
limit is abolished, the shares will be delivered corresponding to the number of points
already granted (as conventionally, at the time of each Director’s retirement, in principle).
“Stock delivery trust (performance-linked)” has also been introduced for executive officers
who have concluded a delegation contract with the Company, and if this proposal isapproved as originally proposed, the Company plans to abolish the system for executive
officers as well.

24

[Reference] Overview of Share Allotment Agreement with Transfer Restrictions(1)

Transfer restriction period

During the period from the allotment date per the Allotment Agreement until the Eligible Director
retires from his or her position as Director of the Company (however if he or she is concurrently
serving as executive officer, or if he or she steps down as Director and is appointed as executive
officer of the Company at the same time, he or she will be deemed as “retired” when leaving
either the position of Director or as executive officer of the Company (hereinafter the “transfer
restriction period”), the Eligible Directors shall not transfer, set collateral rights on, or otherwise
dispose of (hereinafter “transfer restrictions”) allotted common shares of the Company’s stock(hereinafter referred to as the “allotted shares”) per the Allotment Agreement.
(2)

Lifting of the transfer restrictions

The Company shall lift transfer restrictions upon expiration of the transfer restriction period for
all allotted shares (however, in the event of having acquired a portion of allotted shares without
contribution pursuant to (3) (ii) below, the remaining portion after acquisition without
contribution), provided that the retirement of the Eligible Director is due to reasons deemedjustified by the Board of Directors of the Company.
(3)

Acquisition of the Allotted Shares without contribution(i) When the transfer restriction period expires, the Company will automatically acquire
the allotted shares for which transfer restrictions have not been lifted based on theprovisions of (2) above, without contribution.
(ii) In addition, in the event of that the Eligible Director retires within the period of
execution of duties which is the subject of remuneration for the allotted shares, theCompany will acquire the number of allotted shares without contribution according
to the remaining period, and if he or she falls within certain reasons specified in the
Allotment Agreement, such as his or her any illegal activities etc., the Company shallacquire all or a portion of the allotted shares without contribution.

(4)

Treatment in case of reorganization, etc.

Notwithstanding the provisions of (1) above, if, during the transfer restriction period, mattersrelating to a merger agreement in which the Company is the disappearing company, a shareexchange agreement or share transfer plan in which the Company becomes a wholly owned
subsidiary, or other reorganization, etc. are approved at the Company’s General Meeting of
Shareholders (or at a meeting of its Board of Directors in cases where approval at theCompany’s General Meeting of Shareholders is not required in relation to the reorganization,etc.), the Company shall lift, by resolution of the Board of Directors of the Company, thetransfer restrictions on the allotted shares with regard to the number of shares that is reasonably
determined considering the period from the start date of the transfer restriction period to theeffective date of the reorganization, etc. prior to the date on which the reorganization, etc.
becomes effective. In this case, the Company shall automatically acquire without contribution
the allotted shares for which the transfer restrictions have not been lifted, as of the time
immediately after the transfer restrictions are lifted.
(5)

Other matters determined by the Board of Directors

In addition to the above, the method for expressing intentions and giving notifications in the
Allotment Agreement, the method for amending the Allotment Agreement, and other matters tobe determined by the Board of Directors shall be laid out in the Allotment Agreement.
So that the shares allocated to the Eligible Directors under the proposed system cannot betransferred, set collateral rights or disposed in other ways during the transfer restriction period,

25

they will be managed in dedicated accounts opened by the Eligible Directors at a securities
company specified by the Company.

26