This document has been translated from the Japanese original for the convenience of non-Japanese shareholders. In the eventof any discrepancy between this translation and the Japanese original, the original shall prevail.

Stock Code: 4626
May 29, 2020
To Our Shareholders:Eiji Sato
President and CEO

TAIYO HOLDINGS CO., LTD.
388 Ohkura, Ranzan-machi, Hiki-gun, Saitama 355-0222, JapanNOTICE OF 74TH ORDINARY GENERAL SHAREHOLDERS’ MEETING
You are cordially invited to attend the 74th Ordinary General Shareholders’ Meeting of Taiyo Holdings Co.,
Ltd. (the “Company”), which will be held as described below.
If you are unable to attend the meeting in person, you may exercise your voting rights by postal mail, Internet, orother means.
Please review the attached Reference Documents for the General Shareholders’ Meeting and exercise yourvoting rights no later than 5:00 p.m. on Friday, June 19, 2020 (Japan Standard Time).

Meeting Details
1.

Date and Time:

Saturday, June 20, 2020 at 1:00 p.m. (Japan Standard Time)

2.

Venue:

Ballroom Fuji, 3F, Hotel Metropolitan Tokyo Ikebukuro
1-6-1 Nishi-Ikebukuro, Toshima-ku, Tokyo, Japan

3.

Purpose:Items to be reported:
1. Business Report and Consolidated Financial Statements for the 74th Period (from April 1, 2019 toMarch 31, 2020), and results of the audit of the Consolidated Financial Statements by the
Accounting Auditor and the Board of Corporate Auditors
2. Non-Consolidated Financial Statements for the 74th Period (from April 1, 2019 to March 31,
2020)
Items to be resolved:

4.

Proposal 1:

Appropriation of Surplus

Proposal 2:

Election of Eight (8) Directors

Proposal 3:

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

Exercise of Voting Rights
Institutional investors who have requested electronic exercise of voting rights in advance may use theElectronic Voting System Platform run by Investor Communications Japan (ICJ), which was established by
Tokyo Stock Exchange Inc. in partnership with Broadridge Financial Solutions, Inc.

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Reference Documents for the General Shareholders’ Meeting
Proposal 1:

Appropriation of Surplus

The Company regards profit distribution to shareholders in cash as an important policy and will effectuate acontinuous, stable profit distribution at high levels. In addition, we use the dividend on equity ratio as ourtarget index, and aim to keep this figure at a minimum of 5% of consolidated financial results for the mid-to
long-term.
Accordingly, we intend to declare the following year-end dividends for the fiscal year under review:(1) Dividend typeCash(2) Details of dividend allocation and total amount

Dividend of 65.10 yen per common share
Total dividends: 1,861,484,894 yenDividend of 65.10 yen per Series 1 Class A Company shares
Total dividends: 0 yen*1

Dividend of 65.10 yen per Series 2 Class A Company shares
Total dividends: 0 yen*2(3) Effective distribution date for dividends of surplus
June 22, 2020
Notes:*1
The Company acquired and retired all issued Series 1 Class A Company shares on June 26, 2018.
*2

The Company acquired and retired all issued Series 2 Class A Company shares on June 27, 2019.

Annual dividends for the current term will be 130.20 yen per share, including an interim dividend of 65.10 yen
per share which has already been distributed.

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Proposal 2:

Election of Eight (8) Directors

The term of all nine (9) Directors will expire at the close of this Ordinary General Shareholders’ Meeting. The
Company shall decrease the number of Directors by one (1) Director to enable decisions to be made strategicallyand quickly in the Board of Directors, and requests that a total of eight (8) Directors including four (4) outside
Directors be elected.
Each of the candidates for Director has agreed to their appointment.
The candidates for Director are as follows:
No.

Name (Date of birth)

Brief resume of positions, responsibilities, and importantconcurrent positions held
Apr. 1992

Joined Tohmatsu & Co. (Current Deloitte
Touche Tohmatsu LLC)

Oct. 1999
June 2008

President of es Networks Co., Ltd.
Director of the Company

Apr. 2010

Executive Vice President and Representative
Director of the Company

July 2010

Director of TAIYO INK INTERNATIONAL(SINGAPORE) PTE LTD

Mar. 2011

Director of es Holdings Co., Ltd. (Current es
Networks Co., Ltd.)
Director of TAIYO INK (SUZHOU) CO., LTD.
(Present post)

Apr. 2012

1

Reappointment

Dec. 2012

Director of ONSTATIC TECHNOLOGY CO.,LTD. (Present post)

Eiji Sato(May 3, 1969)

Apr. 2014

President and Representative Director of
TAIYO INK MFG. CO., LTD.

Dec. 2014

President and Representative Director of
TAIYO GREEN ENERGY CO., LTD.

June 2016

President and CEO, Group President and CEO
in charge of risk management of the Company(Present post)
Chairman of the Board and Representative
Director of TAIYO PHARMA CO., LTD.
(Present post)

Aug. 2017

June 2018
Apr. 2019
Oct. 2019

Number of theCompany’s shares
ownedCommon Shares
145,679 shares

Director of TAIYO INK MFG. CO., LTD.
(Present post)
Director of TAIYO Pharma Tech Co., Ltd.
President and Representative Director of
TAIYO Pharma Tech Co., Ltd. (Present post)[Reason chosen as a candidate for Director]
Eiji Sato oversees the management of the Company’s Group (the “Group”) and has driven the overall Group
forward with his strong leadership. He was selected as a candidate for Director because the Company wishes that hecontinues to play an important role in the Group’s decision-making and supervision of business execution.
Note:

There is no special interest between Eiji Sato and the Company.

3

No.

Name (Date of birth)

Reappointment

2

Eiji Takehara(September 7, 1963)

Brief resume of positions, responsibilities, and importantconcurrent positions held
Apr. 1986

Joined the Company

May 1999

Director of TAIYO INK MFG. CO., (KOREA)
LTD.

Nov. 2001

General Manager of Development Department 1of the Company

Oct. 2010

Director of TAIYO INK MFG. CO., LTD.

June 2012

Executive Vice President and Representative
Director of TAIYO INK MFG. CO., LTD.

Apr. 2013
June 2014

Executive Managing Officer of the Company
Director, Senior Executive Officer andCompliance Officer of the Company (Present
post)

May 2016

Director of ONSTATIC TECHNOLOGY CO.,LTD. (Present post)

June 2016
June 2016

Director of TAIYO INK MFG. CO., LTD.
Chairman of the Board of TAIWAN TAIYOINK CO., LTD.
President and Representative Director of
TAIYO GREEN ENERGY CO., LTD.
Director of TAIYO GREEN ENERGY CO.,LTD. (Present post)
Director of ONSTATIC INK (SHENZHEN)
CO., LTD. (Present post)
Chairman of the Board and General Manager of
TAIWAN TAIYO INK CO., LTD.
In charge of TAIYO GREEN ENERGY CO.,LTD. (Present post)

June 2016
Apr. 2017
May 2017
Apr. 2018
June 2018
July 2018
Apr. 2019

Number of theCompany’s shares
ownedCommon Shares
29,542 shares

Chairman of the Board of TAIWAN TAIYOINK CO., LTD.
In charge of R&D Division of the Company(Present post)[Reason chosen as a candidate for Director]
Eiji Takehara has worked on the expansion and reinforcement of the Company’s electronic equipment material
business in Japan. He was selected as a candidate for Director because the Company wishes to continue to use his
experience and wide-raging expertise in the Company’s decision-making.
Note:

There is no special interest between Eiji Takehara and the Company.

4

No.

Name (Date of birth)

Brief resume of positions, responsibilities, and importantconcurrent positions held
Nov. 1995
Sep. 1996
June 2001
July 2001

Hitoshi Saito(April 21, 1965)
3

Marketing Manager of WinSystem Inc. (WinSystem Europe)
Joined the Company
Managing Director of TAIYO INKINTERNATIONAL (SINGAPORE) PTE LTD.
Director and General Manager of TAIYO INK(THAILAND) CO., LTD.

July 2010

General Manager of International Business
Department of the Company

June 2012

Director of TAIYO INK MFG. CO., LTD.
(Present post)

Apr. 2015

President and CEO of TAIYO INKPRODUCTS CO., LTD.

May 2016

President and CEO of TAIYO INK MFG. CO.,
(KOREA) LTD.

June 2016

Director of the Company

July 2016

Director and Senior Executive Officer of theCompany (Present post)
In charge of TAIYO AMERICA, INC. (Present
post)

Reappointment

Apr. 2019
Oct. 2019Feb. 2020
Apr. 2020
Apr. 2020
May 2020
June 2020

Number of theCompany’s shares
ownedCommon Shares
19,342 shares

Director of TAIYO INK INTERNATIONAL(SINGAPORE) PTE LTD (Present post)
Director of TAIYO TRADING (THAILAND)
CO., LTD. (Present post)
Chairman and CEO of TAIYO INK MFG. CO.,
(KOREA) LTD. (Present post)
Chairman and CEO of TAIYO INKPRODUCTS CO., LTD. (Present post)
Chairman of the Board of TAIWAN TAIYOINK CO., LTD. (Present post)
Director of ONSTATIC INK (SHENZHEN)
CO., LTD. (to be appointed in June 2020)[Reason chosen as a candidate for Director]
Hitoshi Saito possesses a wealth of marketing knowledge and management experience outside of Japan and has led
a number of companies as a person responsible for the Group’s subsidiaries. He was selected as a candidate for
Director because the Company wishes to continue to use his experience and expertise in the Company’s decisionmaking.
Notes:
1.
There is no special interest between Hitoshi Saito and the Company.
2.
In addition to the above “resume,” he is due to become Chairman of TAIYO INK VIETNAM CO., LTD, which theCompany plans to establish in the Socialist Republic of Vietnam, and Director of TAIYO ADVANCED MATERIALS
CO., LTD., which the Company plans establish in the Republic of Korea. Both companies are scheduled to be establishedin June 2020.

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No.

Name (Date of birth)

Brief resume of positions, responsibilities, and importantconcurrent positions held
Apr. 1980
Oct. 2010
Apr. 2012

Reappointment

Jan. 2016

Toshifumi Tamaki(January 30, 1956)
4

Jan. 2018

Mar. 2018

June 2018

Joined Dainippon Ink and Chemicals,
Incorporated (Current DIC Corporation)
General Manager of Polymer Technical
Division 2, DIC Corporation
Executive Officer, General Manager of R&D
Management Unit, General Manager of Color
Science Laboratories, General Manager of theCentral Research Laboratories, DIC
Corporation
Managing Executive Officer in charge ofTechnical Segment, General Manager ofTechnical Management Unit, DIC Corporation
Managing Executive Officer, Head of Corporate
Strategy Unit in charge of the Kawamura
Memorial DIC Museum of Art, DIC
Corporation

Number of theCompany’s shares
ownedCommon Shares
100 shares

Director, Managing Executive Officer, Head ofCorporate Strategy Unit in charge of the
Kawamura Memorial DIC Museum of Art, DIC
Corporation (Present post)
Director of the Company (Present post)[Reason chosen as a candidate for Director]
Toshifumi Tamaki possesses a wealth of experience and expertise in management administration, businessexecution and research and development as a director of listed companies. He was selected as a candidate for
Director because the Company wishes to continue to use his experience and expertise in the Company’s decisionmaking.
Notes:
1.
There is no special interest between Toshifumi Tamaki and the Company.
2.
If Toshifumi Tamaki is elected, the Company plans to appoint him as non-executive Director.

6

No.

Name (Date of birth)

Brief resume of positions, responsibilities, and importantconcurrent positions held
Oct. 1988
Jan. 1994

Reappointment

June 1994

OutsideJan. 2001
Independent
5
Masayuki Hizume(March 2, 1963)

June 2012

Joined Tohmatsu Awoki & Sanwa (Current
Deloitte Touche Tohmatsu LLC)
Joined Hizume Certified Public Accounting
OfficeOutside Audit & Supervisory Board Member of
the Company
The Head of Masayuki Hizume Certified Public
Accounting Office (Present post)
Outside Director of the Company (Present post)

July 2012

Director of TAIYO INK MFG. CO., (KOREA)
LTD.

Apr. 2020

Representative Partner of Hizume Tax
Accounting Office (Present post)

Number of theCompany’s shares
ownedCommon Shares
600 shares[Reason chosen as a candidate for outside Director]
Masayuki Hizume possesses specialist knowledge as well as a wealth of experience and expertise as a certified
public accountant. He was selected as a candidate for outside Director because the Company wishes to continue to
use his experience and expertise in the Company’s management.
Notes:
1.
Masayuki Hizume concurrently serves as the Head of Masayuki Hizume Certified Public Accounting Office andRepresentative Partner of Hizume Tax Accounting Office, and there is no special interest between the Group and theCertified Public Accounting Office or the Tax Accounting Office.
2.
Masayuki Hizume is a candidate for outside Director.
3.
Masayuki Hizume currently serves as outside Director of the Company. His term as outside Director will be eight (8) years
as of the close of this Ordinary General Shareholders’ Meeting. In the past, he has served as audit & supervisory board
member of the Company as well as Director of TAIYO INK MFG. CO., (KOREA) LTD., the company’s consolidated
subsidiary.
4.
The Company has concluded an agreement with Masayuki Hizume limiting liability for damages set forth in Article 423,
Paragraph 1 of the Companies Act, pursuant to Article 427, Paragraph 1 of the same Act. If Masayuki Hizume is elected,
the Company plans to continue to conclude an agreement with him limiting liability for damages set forth in Article 423,
Paragraph 1 of the Companies Act, pursuant to Article 427, Paragraph 1 of the same Act. A general outline of theagreement provisions is as follows:In the event that the director is liable for damages to the Company due to the neglect of duties, the director will bear
the liability, limited to the minimum amount stipulated in laws and regulations.

Recognition of the limited liability mentioned above shall be limited to instances in which the director to whom theliability is attributable has executed his/her duties in good faith and without gross negligence.
5.
The Company has designated him as an independent officer as provided for by the Tokyo Stock Exchange, Inc. If theappointment of Masayuki Hizume is approved, the Company intends to continue to designate him as an independent
officer.

7

No.

Name (Date of birth)

Brief resume of positions, responsibilities, and importantconcurrent positions held
Apr. 1981
Apr. 1989

Joined DENTSU INC.
Joined Ferag Japan Co., Ltd.

Apr. 1991
Jan. 1994

Joined Australian Trade Commission, TokyoHR Planning & Organizational EffectivenessDirector of Becton Dickinson Co., Ltd.
Chief Researcher & Producer of Human Value
Inc..

July 2004
Reappointment
OutsideOct. 2005

Independent
6

Keiko Tsuchiya(May 13, 1960)

Executive Officer and General Manager,
Human Resources for Pacific Region of GE
Toshiba Silicones Co., Ltd. (Current Momentive
Performance Materials Japan LLC)

Jan. 2009
Feb. 2011

Senior HR Manager of Cisco Systems LLC
Vice President, Human Resources of Johnson &Johnson Medical Company

Aug. 2015
Jan. 2016

CHRO of Adecco Ltd., Japan
General Manager of People Value of AdeccoLtd., Japan (Present post)
Outside Director of the Company (Present post)

June 2017

Number of theCompany’s shares
ownedCommon Shares
100 shares

June 2019
Director of Teachers Initiative (Present post)[Reason chosen as a candidate for outside Director]
Keiko Tsuchiya possesses a wealth of experience and expertise in the field of human resources, including
management experience as Director of temporary employment agencies and staffing agencies. She was selected asa candidate for outside Director because the Company wishes to continue to use her experience and expertise in our
Human Resources division and to strengthen the Company’s human resources.
Notes:
1.
There is no special interest between Keiko Tsuchiya and the Company.
2.
Keiko Tsuchiya is a candidate for outside Director.
3.
Keiko Tsuchiya currently serves as outside Director of the Company. Her term as outside Director will be three (3) years
as of the close of this Ordinary General Shareholders’ Meeting.
4.
The Company has concluded an agreement with Keiko Tsuchiya limiting liability for damages set forth in Article 423,
Paragraph 1 of the Companies Act, pursuant to Article 427, Paragraph 1 of the same Act. If Keiko Tsuchiya is elected, theCompany plans to continue to conclude an agreement with her limiting liability for damages set forth in Article 423,
Paragraph 1 of the Companies Act, pursuant to Article 427, Paragraph 1 of the same Act. A general outline of theagreement provisions is as follows:In the event that the director is liable for damages to the Company due to the neglect of duties, the director will bear
the liability, limited to the minimum amount stipulated in laws and regulations.

Recognition of the limited liability mentioned above shall be limited to instances in which the director to whom theliability is attributable has executed his/her duties in good faith and without gross negligence.
5.
The Company has designated her as an independent officer as provided for by the Tokyo Stock Exchange, Inc. If theappointment of Keiko Tsuchiya is approved, the Company intends to continue to designate her as an independent officer.

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No.

Name (Date of birth)

Brief resume of positions, responsibilities, and importantconcurrent positions held
Apr. 1994
Sep. 2001
Oct. 2004

General Manager of Business Strategy
Promotion of Coca-Cola (Japan) Company,
Limited

Oct. 2010

Manager of Commercial Finance CCL &Franchise Finance, Finance Headquarters of,
Coca-Cola (Japan) Company, Limited
Director and CFO of Tokyo Coca-Cola BottlingCo., Ltd.
Executive Officer, Finance and Accounting
General Manager of Coca-Cola East Japan Co.,
Ltd.
Executive Officer, Commercial Finance General
Manager of Coca-Cola East Japan Co., Ltd.
Executive Officer, Transformation Project
Leader of Coca-Cola Bottlers Japan Inc.
Outside Audit & Supervisory Board Member of
the Company (Present post)

Mar. 2011
OutsideJuly 2013
Independent
7

Asako Aoyama(March 14, 1972)

Joined Tohmatsu & Co. (Current Deloitte
Touche Tohmatsu LLC)
Joined Merrill Lynch Japan Securities Co., Ltd.
Joined Coca-Cola (Japan) Company, Limited

Aug. 2008

New

Jan. 2016
May 2017
June 2018

Number of theCompany’s shares
ownedCommon Shares
0 sharesFeb. 2019

Executive Officer, Head of Business
Development of Coca-Cola Bottlers Japan
Holdings Inc.
Jan. 2020
General Manager, Global Finance Division of
NEC Corporation (Present post)[Reason chosen as a candidate for outside Director]
Asako Aoyama has a wealth of experience and expertise in finance & accounting and M&A as certified public
accountant and after serving as an executive officer of companies. She was selected as a candidate for outside
Director because the Company determined that she will be able to carry out these duties in an appropriate manner.
Notes:
1.
There is no special interest between Asako Aoyama and the Company.
2.
Asako Aoyama is a candidate for outside Director.
3.
Asako Aoyama currently serves as outside audit & supervisory board member of the Company. Her term as outside audit& supervisory board member will be two (2) years as of the close of this Ordinary General Shareholders’ Meeting.
4.
The Company has concluded an agreement with Asako Aoyama limiting liability for damages set forth in Article 423,
Paragraph 1 of the Companies Act, pursuant to Article 427, Paragraph 1 of the same Act. If Asako Aoyama is elected, theCompany plans to continue to conclude an agreement with her limiting liability for damages set forth in Article 423,
Paragraph 1 of the Companies Act, pursuant to Article 427, Paragraph 1 of the same Act. A general outline of theagreement provisions is as follows:In the event that the director is liable for damages to the Company due to the neglect of duties, the director will bear
the liability, limited to the minimum amount stipulated in laws and regulations.

Recognition of the limited liability mentioned above shall be limited to instances in which the director to whom theliability is attributable has executed his/her duties in good faith and without gross negligence.
5.
The Company has designated her as an independent officer as provided for by the Tokyo Stock Exchange, Inc. If theappointment of Asako Aoyama is approved, the Company intends to continue to designate her as an independent officer.

9

No.

Name (Date of birth)

Brief resume of positions, responsibilities, and importantconcurrent positions held
Apr. 1989
June 2005

Nov. 2008
New

Independent
8

Yumiko Kamada(February 23, 1966)

Joined East Japan Railway Company
President and Representative Director of JR
East Station Retailing Co., Ltd. (Current JR East
Retail Net Co., Ltd.)
General Manager, Life-style Business
Development Headquarters of East Japan
Railway Company

May 2013

Deputy Director, Frontier Service ResearchLaboratory, Research & Development Center of
East Japan Railway Company

Feb. 2015

Senior Executive Officer of Calbee, Inc.

Feb. 2015

Part-time Director of LUMINE CO., LTD.
(Present post)

OutsideNumber of theCompany’s shares
ownedCommon Shares
0 shares

Mar. 2015

Outside Director of POLA ORBIS HOLDINGS
INC.
June 2015
Outside Director of The Michinoku Bank, Ltd.
(Present post)
Dec. 2018
Representative Director of ONE GLOCAL(Present post)[Reason chosen as a candidate for outside Director]
Yumiko Kamada possesses experience in corporate management and business execution, and a wealth ofexperience and expertise obtained as outside Director. She was selected as a candidate for outside Director because
the Company determined that she will be able to utilize these experiences to carry out the duties of outside Director
in an appropriate manner.
Notes:
1.
Yumiko Kamada concurrently serves as the Representative Director of ONE GLOCAL, and although there were
contracted transactions such as for guidance, advice and lectures on general business matters between the Company and
ONE GLOCAL, these have ended and there is no special interest at the present time.
2.
Yumiko Kamada is a candidate for outside Director.
3.
If Yumiko Kamada is elected, the Company plans to conclude an agreement with her limiting liability for damages set
forth in Article 423, Paragraph 1 of the Companies Act, pursuant to Article 427, Paragraph 1 of the same Act. A generaloutline of the agreement provisions is as follows:In the event that the director is liable for damages to the Company due to the neglect of duties, the director will bear
the liability, limited to the minimum amount stipulated in laws and regulations.

Recognition of the limited liability mentioned above shall be limited to instances in which the director to whom theliability is attributable has executed his/her duties in good faith and without gross negligence.
4.
The Company plans to designate her as an independent officer as provided for by the Tokyo Stock Exchange, Inc.

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Proposal 3:

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

In case the number of audit & supervisory board members prescribed by law is not met, the requests the electionof one (1) alternate audit & supervisory board member.
The Board of audit & supervisory board members concurs with this proposal.
The candidate for alternate audit & supervisory board member has agreed to his appointment if the number ofaudit & supervisory board members prescribed by law is not met.
The candidate for substitute audit & supervisory board member is as follows:
Name(Date of birth)

Brief resume of positions and important concurrent positions held
Apr. 1997

Masahiko Todo
(July 17, 1968)
Jan. 2005

Registered as an attorney at law (Daini Tokyo Bar
Association)
Joined Ushijima & Associates (Current Ushijima& Partners, Attorneys-at-Law)

Number of theCompany’s shares
ownedCommon Shares
0 shares

Partner of Ushijima & Partners, Attorneys-at-Law(Present post)[Reason chosen as a candidate for substitute outside audit & supervisory board member]
Masahiko Todo has no experience of direct involvement in management of a company in the past, but he was selected as a
candidate for substitute outside audit & supervisory board member because the Company determined that he will be able tocarry out the duties of an outside audit & supervisory board member in an appropriate manner based on his expertise andexperience as an attorney.
Notes:
1.
There is no special interest between Masahiko Todo and the Company.
2.
Masahiko Todo is a candidate for substitute outside audit & supervisory board member.
3.
If Masahiko Todo is appointed, the Company plans to conclude an agreement with him limiting liability for damages set
forth in Article 423, Paragraph 1 of the Companies Act, pursuant to Article 427, Paragraph 1 of the same Act. A generaloutline of the agreement provisions is as follows:In the event that the audit & supervisory board member is liable for damages to the Company due to the neglect of
duties, the audit & supervisory board member will bear the liability, limited to the minimum amount stipulated inlaws and regulations.

Recognition of the limited liability mentioned above shall be limited to instances in which the audit & supervisoryboard member to whom the liability is attributable has executed his/her duties in good faith and without grossnegligence.

11