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

Securities Code: 6294
June 2, 2023
To Our Shareholders:
Yuji Okada,
President and Representative Director
Okada Aiyon Corporation
4-1-18 Kaigandori, Minato-ku, Osaka

Notice of the 64th Annual General Meeting of Shareholders
You are hereby notified that the 64th Annual General Meeting of Shareholders of Okada Aiyon Corporation (the“Company”) will be held as described below.
In convening this General Meeting of Shareholders, the Company has taken measures for providing information that
constitutes the content of Reference Documents for the General Meeting of Shareholders, etc. in electronic format(items for which measures for provision in electronic format will be taken), and has posted the information on eachof the following websites. Please access any of the websites to view the information.
The Company’s website:
https://www.okada-aiyon.com/(Please access the Company’s website by using the internet address shown above, to select “Investor Relations” and“IR news” from Menu to review the information.)
Website for posted informational materials for the general meeting of shareholders (Sumitomo Mitsui Trust Bank’s
The Portal of Shareholders’ Meeting ®):https://www.soukai-portal.net (in Japanese)(Please read QR code on the enclosed Voting Rights Exercise Form or access the website by using the internet address
shown above and enter ID and the initial password.)
Tokyo Stock Exchange’s website (Listed Company Search):https://www2.jpx.co.jp/tseHpFront/JJK020010Action.do?Show=Show(Please access the TSE website by using the internet address shown above, enter “Okada Aiyon” in “Issue name(company name)” or the Company’s securities code “6294” in “Code,” and click “Search.” Then, click “Basic
information” and select “Documents for public inspection/PR information.” Under “Filed information available forpublic inspection,” click “Click here for access” under “[Notice of General Shareholders Meeting/Informational
Materials for a General Shareholders Meeting].”)If you are unable to attend the meeting, you can exercise your voting rights via the Internet, etc. or by in writing (bymail). Please review the Reference Documents for the General Meeting of Shareholders and exercise your voting
rights by 5:30 p.m. (JST) on Thursday, June 22, 2023.
[Exercising Voting Rights via the Internet, etc.]
Please scan the QR code on the enclosed Voting Rights Exercise Form with your smartphone, etc., and follow theon-screen instructions to indicate your vote for or against the proposals, or access the website designated by theCompany, The Portal of Shareholders’ Meeting® (https://www.soukai-portal.net) (in Japanese), and enter the “ThePortal of Shareholders’ Meeting ® login ID” and “password” shown on the Voting Rights Exercise Form that is sent
together with this Notice. Please open the screen for exercising voting rights from the “To Exercise Voting Rights”
at the top of The Portal of Shareholders’ Meeting ®, and follow the instructions on the screen to indicate your votefor or against the proposals by the deadline for the exercise specified above.

-1-You may also access the website for exercising voting rights (https://www.web54.net) (in Japanese) and enter a“voting rights exercise code” and “password” shown on the Voting Rights Exercise Form to exercise your voting
rights.
When exercising your voting rights via the Internet, etc. please refer to the “Guide to The Portal of Shareholders’Meeting ®” below (available in the Japanese original only).
[Exercising Voting Rights in Writing (By Mail)]
Please indicate your vote for or against the proposals on the Voting Rights Exercise Form and return it so that it
arrives by the deadline for the exercise stated above.
1. Date and Time: Friday, June 23, 2023 at 10:00 a.m. (JST)
2. Venue:
Art Grand Ballroom, 4th Floor, Art Hotel Osaka Bay Tower
1-2-1 Benten, Minato-ku, Osaka
3. Purposes
Items to be reported:
1. Details of Business Report and Consolidated Financial Statements for the 64th Term (April 1, 2022 to March
31, 2023), as well as the results of audit of the Consolidated Financial Statements by the Accounting Auditor
and the Audit & Supervisory Board
2. Details of Non-consolidated Financial Statements for the 64th Term (April 1, 2022 to March 31, 2023)
Items to be resolved:
Proposal No. 1
Appropriation of Surplus
Proposal No. 2
Election of Seven Directors
Proposal No. 3
Election of Three Audit & Supervisory Board Members
4. Decisions in Convening the Meeting (Guide to Exercising Voting Rights, etc.)(1) A Voting Rights Exercise Form returned by mail without indicating approval or disapproval for a particular
proposal will be counted as a vote for approval of the proposal.
(2) If you exercise voting rights via the Internet, etc. more than once, your last vote shall be deemed valid.
(3) When voting rights are exercised both via the Internet, etc. and in writing (by mail), the vote via the Internet,
etc. shall be deemed valid, regardless of when they arrive.
(4) If you exercise your voting rights by proxy, you may appoint as a proxy one of the shareholders holding
voting rights at the meeting. However, please note that a document verifying the proxy right of the person
representing you must be submitted.
- When attending the meeting, please submit the enclosed Voting Rights Exercise Form at the reception desk.
Reception is scheduled to open at 9 a.m. (JST) on the day of the meeting.
- If any revisions are made to the items for which measures for provision in electronic format will be taken, a noticeof the revisions and the details of those items before and after the revisions will be posted on each of theaforementioned websites.
- For this General Meeting of Shareholders, paper-based documents stating the items for which measures forprovision in electronic format will be taken will be sent regardless of whether or not the delivery of paper-based
documents has been requested, however those documents do not include the following items pursuant to laws andregulations and the provisions of Article 16, paragraph (2) of the Company’s Articles of Incorporation.
(1) Notes to Consolidated Financial Statements(2) Notes to Non-consolidated Financial Statements
These items are included in the Consolidated Financial Statements and Non-consolidated Financial Statements
audited by the Audit & Supervisory Board Members and the Accounting Auditor in the preparation of the Audit
Report.
- We will not give out souvenirs to shareholders who attend the meeting. We ask for your understanding in thismatter.
- We are taking the following infection-prevention measures for COVID-19 and ask for your understanding andcooperation.

-2-

(Measures to be taken by the Company)- Speakers and administrative staff of the general meeting of shareholders may wear face masks.
- Alcohol disinfectants will be provided near the venue entrance.
- The general meeting of shareholders will proceed smoothly.
- Beverages will not be provided from the perspective of preventing infection.
(Requests to shareholders)- Shareholders attending the meeting may be asked for their cooperation in wearing face masks, etc.
- Please note that shareholders attending the meeting who appear unwell may be talked to byadministrative staff.

-3-Reference Documents for the General Meeting of Shareholders
Proposal No. 1

Appropriation of Surplus

Taking into account the business performance of the fiscal year and future business development, the Company
proposes to appropriate surplus as follows:
Year-end dividends(1) Type of dividend property
To be paid in cash.
(2) Allotment of dividend property and aggregate amount thereof
The Company proposes to pay a dividend of ¥38 per common share of the Company.
In this event, the total dividends will be ¥304,902,614.
(3) Effective date of dividends of surplus
The effective date of dividends will be June 26, 2023.
(While the Company has an interim dividend system, it currently pays only year-end dividends.)-4-

Proposal No. 2

Election of Seven Directors

The terms of office of all (eight) Directors will expire at the conclusion of this Annual General Meeting of
Shareholders. Therefore, the Company proposes the election of seven Directors.
The candidates for Director are as follows:
Candidate
No.

Name(Date of birth)

Career summary, position and responsibility in the Company,
and significant concurrent positions outside the Company
Nov. 1996
July 2011
Apr. 2012
June 2013
June 2015

Yuji Okada(June 30, 1974)
1

June 2016
July 2018
Apr. 2019
Apr. 2022

2

Joined the Company
Manager of Corporate Planning Office
General Manager of Chubu Sales OfficeDirector and General Manager of Chubu Sales
OfficeDirector and Deputy General Manager ofMarketing Department
Director and General Manager of Marketing
Department
Managing Director and General Manager ofMarketing Department
President and Representative Director andGeneral Manager of Marketing Department
President and Representative Director (current
position)

Number of theCompany’s shares
owned

88,250(Reasons for nomination as candidate for Director)
Capitalizing on experience in sales and store management in Japan and work experience abroad as well as experienceand capabilities as General Manager of Marketing Department, he has been serving as Representative Director sinceApril 2019 to manage the Company’s business. Accordingly, the Company has judged that he will be able to continue
increasing the corporate value of the Company, and therefore nominates him as a candidate for reelection as Director.
Apr. 1984
Joined The Sumitomo Bank, Limited (nowSumitomo Mitsui Banking Corporation)
Oct. 2005
General Manager of Hamamatsu Corporate
Business Office
Apr. 2008
General Manager of Fukaebashi Corporate
Business Office
Apr. 2011
General Manager of Kyoto Corporate Business
Office-2
May 2014
Seconded to the Company, Deputy General
Manager of Administration Department
Nobuo Maenishi
May 2015
Deputy General Manager of Administration
10,000(June 1, 1961)
Department
June 2015
Director and General Manager of
Administration Department
July 2018
Managing Director and General Manager of
Administration Department
Apr. 2019
Managing Director, General Manager of
Administration Department and General
Manager of Corporate Planning Office
Apr. 2022
Managing Director in charge of administration
department and General Manager of Corporate
Planning Office (current position)(Reasons for nomination as candidate for Director)
He has performed his duties as a person responsible for the entire administration department since joining the Company,
excels in corporate planning, and has broad discernment, in addition to abundant experience and achievements
appropriate for the Company’s Director.

-5-Candidate
No.

Name
(Date of birth)

Career summary, position and responsibility in the Company,
and significant concurrent positions outside the Company
Mar. 1979
Apr. 1998
Oct. 2003

Terukazu Yamaguchi(December 6, 1960)
3

Apr. 2004
Apr. 2011
June 2016

Apr. 2021
Apr. 2022

4

Joined the Company
General Manager of Yokohama Sales Office
General Manager of Yokohama Sales Officeand Deputy General Manager of Tokyo Sales
OfficeGeneral Manager of Tokyo Sales Office
General Manager of Sales Department ofMarketing Department
Director, Deputy General Manager ofMarketing Department and General Manager ofSales Department
Outside Director of TEISAKUCORPORATION (current position)
Director in charge of sales department of theCompany (current position)

Number of theCompany’s shares
owned

15,800(Reasons for nomination as candidate for Director)
Based on his abundant knowledge, experience and achievements at the Company’s sales department for many years, theCompany judges that he will appropriately supervise the entire sales department to improve business performance.
July 1984
Joined the Company
Apr. 1998
General Manager of Morioka Sales Office
Apr. 2007
General Manager of Sendai Sales Office
Apr. 2015
General Manager of Manufacturing Departmentof Marketing Department
June 2016
Director, Deputy General Manager ofMarketing Department and General Manager of
Manufacturing Department
Masahiro Kawashima
Apr. 2018
Director, Deputy General Manager of
14,000(December 10, 1960)
Marketing Department, General Manager of
Manufacturing Department and After Market
Department
Apr. 2019
Director, Deputy General Manager ofMarketing Department and General Manager of
Manufacturing Department
Apr. 2022
Director, in charge of Manufacturing
Department and General Manager of
Manufacturing Department (current position)(Reasons for nomination as candidate for Director)
Based on his abundant experience at the manufacturing department and sales department of the Company’s products,
the Company judges that he will conduct appropriate management and supervision for further corporate growth in the
future.

-6-

Candidate
No.

Name
(Date of birth)

Career summary, position and responsibility in the Company,
and significant concurrent positions outside the Company
Apr. 1976

5

6

Number of theCompany’s shares
owned

Research Associate of Faculty of Engineering at
Kyoto University
Jan. 1981
Doctor of Engineering at Kyoto University
Oct. 1990
Associate Professor of Faculty of Engineering
at Kyoto University
Apr. 1994
Professor of Faculty of Informatics at Kansai
University
Hitoshi Furuta
0(August 13, 1948)
July 2012
President of Kansai Bridge Sustainable Station(now Kansai Infrastructure Sustainable Station)(current position)
June 2016
Director of the Company (current position)
Apr. 2019
Specially-appointed Professor at Osaka City
University (now Osaka Metropolitan
University) (current position)(Reasons for nomination as candidate for outside Director and overview of expected role)
The Company has nominated Hitoshi Furuta as a candidate for outside Director because he has served as Speciallyappointed Professor at Osaka Metropolitan University, and has abundant experience and broad discernment related toconcrete buildings to be dismantled with the Company’s products.
He has never been involved in the management of a company, except as an outside Director. However, the Company
expects him to appropriately fulfill his duties as an outside Director based on the above reasons, and therefore proposes
his election as outside Director.
If he is elected, he will be involved in the selection of candidates for the Company’s officers, the determination of
officers’ remuneration and others as a member of the Nomination and Remuneration Committee from an objective andneutral standpoint.
Mr. Furuta is currently an outside Director of the Company, and at the conclusion of this meeting, his tenure will havebeen seven years.
Apr. 1988
Joined Kobe Kizai Co., Ltd.
Oct. 2006
Lecturer (part-time) of Institute of Business andAccounting, Professional Graduate School at
Kwansei Gakuin University (intellectual
property law)
Megumi Kobayashi
0(August 2, 1963)
Dec. 2011
Completed Legal Training and ResearchInstitute and registered as an attorney at law
Jan. 2012
President and CEO of Kobe Kizai Co., Ltd.
(current position)
Jun. 2020
Director of the Company (current position)(Reasons for nomination as candidate for outside Director and overview of expected role)
The Company has nominated Megumi Kobayashi as a candidate for outside Director because she has been engaged inmanagement at Kobe Kizai Co., Ltd. as President and CEO and is qualified as an attorney at law. The Company expects
her to utilize her specialized knowledge, abundant insight and high discernment accumulated through such experience,
to contribute to “Ensuring Diversity, Including Active Participation of Women” required by the Corporate Governance
Code, and to make proposals to management from a woman’s viewpoint, and therefore proposes her election.
If she is elected, she will be involved in the selection of candidates for the Company’s officers, the determination of
officers’ remuneration and others as a member of the Nomination and Remuneration Committee from an objective andneutral standpoint.
Ms. Kobayashi is currently an outside Director of the Company, and at the conclusion of this meeting, her tenure will
have been three years.

-7-

Candidate
No.

Name
(Date of birth)

Career summary, position and responsibility in the Company,
and significant concurrent positions outside the Company
Apr. 1981
Apr. 20137

Notes:

1.
2.
3.

4.

5.

Number of theCompany’s shares
ownedJoined Kubota Corporation
Executive Officer, General Manager of Farmand Utility Machinery International Operations
Headquarters, and General Manager of Farmand Utility Machinery Division
Haruyuki Yoshida(March 27, 1959)
Jan. 2017Managing Executive Officer, General Manager
0
New electionof Farm and Industrial Machinery Domain
Jan. 2019
Senior Managing Executive Officer, Presidentof Kubota Tractor Corporation, and President of
Kubota North America Corporation
Jan. 2022
Advisor(Reasons for nomination as candidate for outside Director and overview of expected role)
The Company has nominated Haruyuki Yoshida as a candidate for outside Director because he engaged in construction
machinery business at Kubota Corporation for many years and has global experience as well as broad knowledge anddiscernment gained as a corporate executive at Kubota Tractor Corporation and Kubota North America Corporation.
The Company expects him to play an appropriate role to ensure the reasonableness and appropriateness in decisionmaking by utilizing such experience as well as knowledge and discernment in the management of the Company.
If he is elected, he will be involved in the selection of candidates for the Company’s officers, the determination of
officers’ remuneration and others as a member of the Nomination and Remuneration Committee from an objective andneutral standpoint.
There is no special interest between any of the candidates and the Company.
Hitoshi Furuta, Megumi Kobayashi and Haruyuki Yoshida are candidates for outside Director.
The Company has entered into agreements with Hitoshi Furuta and Megumi Kobayashi to limit their liability for damages
incurred by the Company under Article 423, paragraph (1) of the Companies Act, if they have acted in good faith andwithout gross negligence in performing their duties, to the minimum liability amount provided for by Article 425,
paragraph (1) of the same Act. If their election is approved, the Company plans to renew these agreements. If the electionof Haruyuki Yoshida is approved, the Company plans to enter into a similar agreement to limit his liability.
The Company has filed a notification to Tokyo Stock Exchange, Inc. for designating Hitoshi Furuta and Megumi
Kobayashi as independent officers. Subject to the approval of their election, the Company plans for their designation as
independent officers to continue. If the election of Haruyuki Yoshida is approved, the Company plans to make a
notification that he is an independent officer.
The Company has entered into a Directors and Officers Liability Insurance contract under Article 430-3, paragraph (1) of
the Companies Act with an insurance company, with Directors as the insured. An outline of the said insurance contract is
as described in “2 (4) (i) Note 6. Summary of the Details of Directors and Officers Liability Insurance Contract” ofBusiness Report (available in Japanese only). If the election of candidates for Director is approved, they will be includedin the insured under the said insurance contract. The Company plans to renew the insurance contract with the same details
at the time of next renewal.

-8-Proposal No. 3

Election of Three Audit & Supervisory Board Members

At the conclusion of this meeting, the terms of office of all three Audit & Supervisory Board Members will expire.
Therefore, the Company proposes the election of three Audit & Supervisory Board Members.
The consent of the Audit & Supervisory Board has been obtained for the Proposal.
The candidates for Audit & Supervisory Board Member are as follows.
Candidate
No.

Name(Date of birth)

Career summary, position in the Company, and significant
concurrent positions outside the Company
Apr. 1989

1

2

Number of theCompany’s shares
ownedJoined The Sumitomo Bank, Limited (nowSumitomo Mitsui Banking Corporation)
Apr. 2015
Administrative Services Dept. (Osaka)
Apr. 2016
General Manager of Administrative Services
Dept. (Osaka)
Apr. 2017
General Manager of General Affairs
Ichiro Hozumi
Department (Osaka)(January 1, 1967)
0
Apr. 2020
General Manager of Strategic Corporate
New election
Business Dept.
Seconded to Japan Association for the 2025
World Exposition
Apr. 2022
Seconded to the Company, General Manager incharge of General Affairs Department
May 2023
General Manager in charge of General Affairs
Department of the Company (current position)(Reason for nomination as candidate for Audit & Supervisory Board Member)
Since he has abundant operational experience in finance, accounting, risk management and others at Administrative
Department and General Affairs Department at a financial institution and possesses a perspective to judge the financial
soundness of the Company and the appropriateness of its operations, the Company judges that he will appropriately
fulfill duties as Audit & Supervisory Board Member.
Apr. 2000
Registered as an attorney at law (OSAKA BARASSOCIATION)
Apr. 2000
Joined KYOEI Law OfficeJan. 2006
Became Partner (current position)
Masaki Inada
0(December 27, 1973)
June 2011
Audit & Supervisory Board Member of theCompany (current position)
Apr. 2018
Professor of the Kwansei Gakuin University
Law School (current position)(Reason for nomination as candidate for outside Audit & Supervisory Board Member)
The Company has nominated Masaki Inada as a candidate for outside Audit & Supervisory Board Member because hehas abundant experience as an attorney at law and expert knowledge.
The Company judges that he will provide supervision of and advice on its management, thereby further strengthening
its compliance, and therefore proposes his election as outside Audit & Supervisory Board Member.
Mr. Inada is currently an outside Audit & Supervisory Board Member of the Company, and at the conclusion of thismeeting, his tenure will have been 12 years.

-9-Candidate
No.

Name
(Date of birth)

Career summary, position in the Company, and significant
concurrent positions outside the Company
Apr. 1976
June 2001

3

Notes:

1.
2.
3.

4.

5.

Number of theCompany’s shares
ownedJoined Asahi & Co. (now KPMG AZSA LLC)
Group leader of No. 2 Division of No. 1 Audit
Department in Osaka Office
June 2001
Partner
July 2015
Opened Masataka Nakao Certified Public
Masataka Nakao
0
Accountant Office, serving as Representative(August 15, 1952)(current position)
June 2016
Outside Director of NITTA Corporation(current position)
June 2017
Audit & Supervisory Board Member of theCompany (current position)(Reason for nomination as candidate for outside Audit & Supervisory Board Member)
The Company has nominated Masataka Nakao as a candidate for outside Audit & Supervisory Board Member as he isthoroughly familiar with corporate finance as Certified Public Accountant.
The Company judges that he will provide supervision of and advice on its management, thereby further strengthening
audit of overall corporate management, and therefore proposes his election as outside Audit & Supervisory Board
Member.
Mr. Nakao is currently an outside Audit & Supervisory Board Member of the Company, and at the conclusion of thismeeting, his tenure will have been 6 years.
There is no special interest between any of the candidates and the Company.
Masaki Inada and Masataka Nakao are candidates for outside Audit & Supervisory Board Member.
The Company has entered into agreements with Masaki Inada and Masataka Nakao to limit their liability for damages
incurred by the Company under Article 423, paragraph (1) of the Companies Act, if they have acted in good faith andwithout gross negligence in performing their duties as outside Audit & Supervisory Board Members of the Company, tothe minimum liability amount provided for by Article 425, paragraph (1) of the same Act. If their election is approved, theCompany plans to renew these agreements.
The Company has filed a notification to Tokyo Stock Exchange, Inc. for designating Masaki Inada and Masataka Nakao
as independent officers. Subject to the approval of their election, the Company plans for their designation as independent
officers to continue.
The Company has entered into a Directors and Officers Liability Insurance contract under Article 430-3, paragraph (1) of
the Companies Act with an insurance company, with Audit & Supervisory Board Members as the insured. An outline of
the said insurance contract is as described in “2 (4) (i) Note 6. Summary of the Details of Directors and Officers Liability
Insurance Contract” of Business Report (available in Japanese only). If the election of candidates for Audit & Supervisory
Board Member is approved, they will be included in the insured under the said insurance contract.
The Company plans to renew the insurance contract with the same details at the time of next renewal.

- 10 -

Reference: Skill matrix of the candidates for Director and Audit & Supervisory Board Member as well as Executive
Officers
If Proposals No. 2 and No. 3 are approved by this Annual General Meeting of Shareholders in their original form,
the composition of the Board of Directors as well as the skills of respective Directors, Audit & Supervisory Board
Members and Executive Officers of the Company will be as follows.

Position

Name

Develop Human
Construcment/ resources
Finance/ Science/tion
Produc- /Legal
ManageSales/
Account- IntellecGlobal machintion/affairs/
ment
Strategy
ing/
tual
ery
Technol- Risk
Audit property
industry
ogy/
manageITment

President andYuji Okada
Representative Director●

Managing Director

Nobuo Maenishi●

Director

Terukazu Yamaguchi

Director

Masahiro Kawashima

Director

Hitoshi Furuta

Director

Megumi Kobayashi●

Director
Full-time Audit &Supervisory Board
MemberAudit & Supervisory
Board Member
Audit & Supervisory
Board Member
Executive Officer

Haruyuki Yoshida●

Executive Officer

Koji Sugimoto

●

●

●
●

●

●

●

●

●

●

●

●

●
●

●
●

●

●

●

●
●

●

●

Masaki Inada

●

●

●

Masataka Nakao

●

●

●

Ichiro Hozumi●

Iwao Okamoto
●

●

●

●
●

●
●

Executive Officer

Michio Higashino●

Executive Officer

Noboru Takahashi●●

Executive Officer

Haruyuki Shimada

●

●

●

- 11 -●