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

Securities code: 3529
June 8, 2023
(Start date of electronic provision measures: June 7, 2023)
To Shareholders with Voting Rights:
Shinji Nikko
President
ATSUGI CO., LTD.
1-3-2, Ohyakita, Ebina-city
Kanagawa, JapanNOTICE OF CONVOCATION OF
THE 97th ANNUAL GENERAL MEETING OF SHAREHOLDERS
Dear Shareholders:
We would like to express our appreciation for your continued support and patronage.
We hereby inform you that the 97th Annual General Meeting of Shareholders of ATSUGI CO., LTD.
(the “Company”) will be held as described below.
In convening this General Meeting of Shareholders, the Company has taken electronic provision
measures, and has posted the matters subject to electronic provision measures on the Company’s website
on the Internet as the “Notice of Convocation of the 97th Annual General Meeting of Shareholders.”
Please access the following website to view the available document.
The Company’s website:
https://www.atsugi.co.jp/ir/soukai.html
In addition to the above website, the matters subject to electronic provision measures are also posted
on Tokyo Stock Exchange’s (TSE) website.
TSE website (Listed Company Search):https://www2.jpx.co.jp/tseHpFront/JJK020010Action.do?Show=Show
Please access TSE website above, enter “Atsugi” in the “Issue name (company name)” field or “3529”
in the “Code” field, click “Search,” and then click “Basic information” and select “Documents for public
inspection/PR information.” Please view the document from “Notice of General Shareholders
Meeting/Informational Materials for a General Shareholders Meeting” under the “Filed information
available for public inspection” section.
This General Meeting of Shareholders will be held by implementing preventative measures against the
spread of COVID-19. We request our shareholders to consider the latest status of the pandemic and yourown health condition on the day of the meeting and make a careful decision as to whether or not to attend
the meeting. If you intend not to attend the meeting, you may exercise your voting rights in advance inwriting (postal mail) or via the Internet. Please review the Reference Documents for the General Meetingof Shareholders below, and exercise your voting rights by 5:15 p.m., Wednesday, June 28, 2023.

-1-1. Date and Time:Thursday, June 29, 2023 at 10:00 a.m. Japan time
(Reception will open at 9:30 a.m.)

2. Place:

LA ROSE I Banquet Hall, 3rd Floor of Rembrandt Hotel Ebina
2-9-50 Chuo, Ebina, Kanagawa, Japan

3. Meeting Agenda:
Matters to be reported:1. The Business Report and Consolidated Financial Statements for theCompany’s 97th Fiscal Year (April 1, 2022 - March 31, 2023) andresults of audits by the Accounting Auditor and the Audit &Supervisory Board of the Consolidated Financial Statements
2. Non-consolidated Financial Statements for the Company’s 97th Fiscal
Year (April 1, 2022 - March 31, 2023)
Proposals to be resolved:
Election of Five (5) Directors
Proposal 1:
Election of Three (3) Audit & Supervisory Board Members
Proposal 2:When you attend the meeting, please present the enclosed ballot form on the day of the meeting to
the reception desk.
Please note that if any revisions are made to the matters subject to electronic provision measures, therevised contents will be made available on the respective websites where the matters are posted.
These documents sent to our shareholders also serve as the documents presenting the matters subject
to electronic provision measures, which are delivered to shareholders who have made a request forsuch documents. In accordance with laws, regulations and the provisions of the Company’s Articles
of Incorporation, items listed below are excluded from the documents. Accordingly, such documents
are part of the documents audited by the Accounting Auditor when preparing the Independent
Auditor’s Report and by the Audit & Supervisory Board Members when preparing their Audit
Report.
(1) “Resolutions regarding the establishment of systems, etc., to ensure the appropriateness ofoperations and a summary of the operation status thereof”(2) “Consolidated Statement of Changes in Equity”(3) “Notes to Consolidated Financial Statements”(4) “Non-consolidated Statement of Changes in Equity”(5) “Notes to Non-consolidated Financial Statements”-2-

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

Election of Five (5) Directors

The term of office of all five (5) Directors shall expire at the close of this General Meeting of
Shareholders. Accordingly, the Company proposes the election of five (5) Directors. Each candidate for
Director was decided by the Board of Directors upon receiving reports from the Nomination andRemuneration Committee which consists of a majority of independent officers.
The candidates for Directors are as follows.
Candidate
No.

1

Name

Reappointment

Shinji Nikko

2

Reappointment

Masahiro Furukawa

3

Reappointment

Toshio Takanashi

4New
appointment

Masatoshi Ohara

5

New
appointment

Mari Yada

OutsideIndependent
OutsideIndependent
OutsideIndependent-3-

Current position andresponsibility in the Company

Attendance at Boardof Directors
meetings

President

100%(10/10)(after assuming
office)Director Executive Officer,
100%
General Manager,(10/10)Administration Division,and General Manager,(after assuming
Corporate Planning
office)Department
100%
Director(13/13)No.

Name(Date of birth)

Career summary, positions, responsibilities,
and significant concurrent positions
April 1979
June 2003
April 2008
June 2011
April 2012
June 2013

Shinji Nikko(December 12, 1956)[Reappointment]

1June 2014
April 2015

April 2017

April 2021
June 2021
April 2022
June 2022
June 2022

Joined Teijin Shoji Co., Ltd. (currently Teijin
Frontier Co., Ltd.)
President of N.I. Teijin Shoji (Thailand) Co., Ltd.
President of N.I. Teijin Shoji (U.S.A.) Inc.
Director and General Manager, Industrial&Automotive Fabrics Division of NI Teijin Shoji
Co., Ltd. (currently Teijin Frontier Co., Ltd.)
Director and Chief Officer, Industrial Textiles &Materials Division Group of NI Teijin Shoji Co.,
Ltd. (currently Teijin Frontier Co., Ltd.)Managing Director and Chief Officer, Industrial
Textiles & Materials Division Group of Teijin
Frontier Co., Ltd.
Senior Managing Director and Chief Officer,
Textile & Apparel Division Group II of Teijin
Frontier Co., Ltd.
Corporate Officer, General Manager, Product
Converting Business Group of Teijin Group, andPresident and Representative Director of Teijin
Frontier Co., Ltd.
Executive Officer and General Manager, Fibers &Products Converting Business Group of TeijinGroup, and President and Representative Directorof Teijin Frontier Co., Ltd.
Director and Senior Adviser of Teijin Frontier Co.,Ltd.
Senior Adviser of Teijin Frontier Co., Ltd.
Adviser of the Company
Representative Director of the Company (topresent)
President of the Company (to present)

Number ofshares of theCompany held

13,187 shares[Reason for nomination as candidate for Director]
Mr. Shinji Nikko, having served as the President and Representative Director of Teijin Frontier Co., Ltd. andCorporate Officer of the Teijin Group, is extremely knowledgeable about the textile industry and possesses
deep insight into the industry, a broad network, as well as extensive management experience including
experience abroad. Since assuming the office of the President of the Company in June 2022, he has been
demonstrating strong leadership, promoting business restructuring, and leading the transformation of the Group.
Based on his experience and track record described above, the Company determined that he will continue toappropriately perform his duties as a Director toward restoring the Group’s business performance and theimprovement of medium to long-term corporate value, and therefore, nominates him as a candidate for Director.

-4-

No.

Name
(Date of birth)

Career summary, positions, responsibilities,
and significant concurrent positions
April 2001
April 2010

2

Number ofshares of theCompany held

Joined the Company
General Manager of Atsugi Stocking (Yantai) Co.,Ltd.
April 2016
General Manager, Accounting Department,
Administration Division of the Company
Masahiro Furukawa April 2020
Executive Officer of the Company (to present)(January 2, 1979)
April 2020
Supervisor, Administration of the Company
3,662 shares
April 2021
General Manager, Corporate Planning Office of[Reappointment]
the Company
June 2022
Director of the Company (to present)
October 2022
General Manager, Administration Division (topresent)
October 2022
General Manager, Corporate Planning Department(to present)[Reason for nomination as candidate for Director]
Mr. Masahiro Furukawa has experience in plant management as the General Manager of a Chinese production
subsidiary and has been playing a central role in leading the business administration of the Group, including thestrengthening of financial strategy and governance as a General Manager of Administration Division.
Based on his experience and track record described above, the Company determined that he will continue toappropriately perform his duties as a Director toward restoring the Group’s business performance and theimprovement of medium to long-term corporate value, and therefore, nominates him as a candidate for Director.

-5-

No.

Name
(Date of birth)

Career summary, positions, responsibilities,
and significant concurrent positions
April 1977

3

Number ofshares of theCompany held

Joined Asahi Chemical Industry Co., Ltd.
(currently Asahi Kasei Corporation)
April 2009
Executive Officer of Asahi Kasei Fibers Corp.
(currently Asahi Kasei Corporation)
April 2011
Director and Senior Executive Officer of Asahi
Kasei Fibers Corp.
April 2012
President & Representative Director of Asahi
Kasei Fibers Corp.
Toshio Takanashi
April 2012
Presidential Executive Officer of Asahi Kasei(October 20, 1954)
Fibers Corp.
April 2016
Primary Executive Officer of Asahi Kasei
4,079 shares
Corporation[Reappointment]
April 2016
President, Fibers & Textiles SBU of Asahi Kasei[Outside]
Corporation[Independent]
April 2017
Representative Director of SENKO Co., Ltd. (topresent)
April 2017
Executive Vice President of SENKO Co., Ltd.
April 2017
International Business Headquarters of SENKO
Co., Ltd.
June 2020
Director of the Company (to present)
June 2021
Director of SENKO Group Holdings Co., Ltd. (topresent)[Reason for nomination as candidate for Outside Director and expected roles]
Mr. Toshio Takanashi has deep insight in the logistics field as the Director of SENKO Group Holdings Co.,
Ltd. and is well-versed in the textile industry from having served for many years as the executive of the Fibers& Textiles SBU of Asahi Kasei Corporation. In addition, through active proposals, he has played an importantpart in the strengthening of governance as the Chairperson of the Nomination and Remuneration Committee of
the Company.
Based on his experience and knowledge described above, the Company expects that he will continue toappropriately supervise the Group’s management from an independent position and contribute to the Group’s
improvement of medium to long-term corporate value, and therefore, nominates him as a candidate for Outside
Director.
Currently, he serves as the Outside Director of the Company and his term of office as Outside Director will bethree (3) years at the close of this General Meeting of Shareholders.

-6-

No.

Name
(Date of birth)

Career summary, positions, responsibilities,
and significant concurrent positions
April 1979

4

Number ofshares of theCompany held

Registered as an attorney
Joined Kikkawa Sogo Law Office (currently
Kikkawa Law Offices)
February 1987
Registered as an attorney in the State of New York,U.S.A.
Masatoshi Ohara
January 1988
Partner of Kikkawa Law Offices (to present)(April 25, 1951)
April 2017
President of Osaka Bar Association, Vice Presidentof Japan Federation of Bar Associations
0 shares[New appointment]
January 2018
Director of Teijin Frontier Co., Ltd.
[Outside]
June 2019
Director of Sawai Pharmaceutical Co., Ltd.
[Independent]
April 2021
Director of SAWAI GROUP HOLDINGS Co.,
Ltd. (to present)
September 2022 Audit & Supervisory Board Member or of
SHIBUYA CORPORATION (to present)
November 2022 Executive Committee Member of LAWASIA (topresent)[Reason for nomination as candidate for Outside Director and expected roles]
Mr. Masatoshi Ohara has worked as an attorney on the front line for many years, and has abundant experiencein the legal profession, as well as experience of supervising management as the director and audit & supervisoryboard member of general business companies. Mr. Masatoshi Ohara has not been involved in the managementof a company in the past other than in the capacity of an outside officer. However, based on his advanced
knowledge and experience on legal affairs in Japan and overseas, the Company determined that he willappropriately supervise the Company’s management from an independent position, and contribute to theGroup’s sustained growth and improvement of medium to long-term corporate value, and therefore, nominates
him as a candidate for Outside Director.

-7-

No.

Name
(Date of birth)

Career summary, positions, responsibilities,
and significant concurrent positions

Number ofshares of theCompany held

April 1984
July 1987

5

Joined Nomura Research Institute, Ltd.
Joined Tokyo Branch of Prudential-Bache
Securities Co., Ltd.
August 1989
Joined Long-term Credit Bank of Japan ResearchInstitute, Inc.
April 1997
Senior Researcher in the Industrial Research
Department of Long-term Credit Bank of Japan
Research Institute, Inc.
January 2000
Joined Nomura Securities, Co., Ltd. (currently
Nomura Holdings, Inc.)
January
2000
Senior Equity Analyst in the Equity ResearchMari Yada
Department of the Financial Research Center in(March 9, 1962)
Nomura Securities, Co., Ltd.
July 2002
Senior Equity Analyst in the Equity Research
0 shares[New appointment]
Department of Nomura Asset Management Co.,
[Outside]
Ltd., the Investment Management Division of
Nomura Holdings, Inc.
[Independent]
July 2005
Senior Manager in the Underwriting Credit
Evaluation Department of Nomura Securities, Co.,
Ltd. in Nomura Holdings, Inc.
December 2007 Managing Director in the Industrial Innovation
Research Department of the Investment. Banking
Center of Nomura Securities, Co., Ltd. in Nomura
Holdings, Inc.
August 2012
Founded her own company, “Office Yada” andbecame the president (to present)
December 2012 Guest Research Scholar in Kinugasa Research
Organization of Ritsumeikan University[Reason for nomination as candidate for Outside Director and expected roles]
Ms. Mari Yada has abundant experiences as a securities analyst and an investment banker. She has knowledge
and work experiences in different capital markets for many years, and has been supporting formulation of
corporate strategies such as M&As and alliances, that of financial strategies of various companies and IPOs forunlisted companies including global negotiation. Therefore, she has superior expertise in constructing various
companies’ “equity stories.” “Equity story” is each company’s growth strategy producing rise of stock price andis extremely important for implementing management that is conscious of cost of capital and stock price.
Based on her deep knowledge and extensive work experiences in the capital market, the Company determinedthat she will appropriately supervise the Company’s management from an independent position, and contributeto the Group’s sustained growth and improvement of medium to long-term corporate value, and therefore,
nominates her as a candidate for Outside Director.

Notes: 1. There are no special interests between each candidate and the Company.
2. The number of shares of the Company held by each candidate includes the number of shares
owned through the stock ownership plan.
3. Mr. Toshio Takanashi, Mr. Masatoshi Ohara, and Ms. Mari Yada are candidates for Outside
Director.
4. If the election of Mr. Toshio Takanashi, Mr. Masatoshi Ohara, and Ms. Mari Yada isapproved, the Company, in accordance with the provisions of Article 427, Paragraph 1 of theCompanies Act, intends to conclude an agreement with each of the candidates that limits their
liability in accordance with Article 423, Paragraph 1 of the Companies Act. The amount of-8-

individual liability under such an agreement is the minimum amount stipulated by laws andregulations.
5. The Company has concluded with an insurance company a directors and officers liability
insurance contract stipulated in Article 430-3, Paragraph 1 of the Companies Act, with Mr.
Shinji Nikko, Mr. Masahiro Furukawa, and Mr. Toshio Takanashi as the insured. This
insurance contract covers damage that may arise as a result of the insured Directors assuming
liability related to the execution of their duties or receiving a claim related to the pursuit ofsuch liability. However, no compensation may be given for liability attributable to acts inviolation of laws or regulations that were carried out with full knowledge of their illegality. If
the election of the candidates is approved, they will continue to be insured under the
insurance contract, which is scheduled to be renewed with the same terms and conditions
during their terms of office. In addition, if the election of Mr. Masatoshi Ohara and Ms. Mari
Yada is approved, the Company intends to conclude an insurance contract with bothcandidates as the insured under the same terms and conditions.
6. The Company, conditional upon the approval of this proposal, will register Mr. Toshio
Takanashi, Mr. Masatoshi Ohara, and Ms. Mari Yada with the Tokyo Stock Exchange, as
independent officers as specified by the Tokyo Stock Exchange.

-9-

Proposal 2: Election of Three (3) Audit & Supervisory Board Members
The term of office of all three (3) Audit & Supervisory Board Members shall expire at the close of this
General Meeting of Shareholders. Accordingly, the Company proposes the election of three (3) Audit &Supervisory Board Members. Each candidate for Audit & Supervisory Board Member was decided by
the Board of Directors upon receiving reports from the Nomination and Remuneration Committee which
consists of a majority of independent officers. In addition, the proposal has been approved by the Audit &Supervisory Board.
The candidates for Audit & Supervisory Board Members are as follows.
Candidate
No.

Name

1

Reappointment

Chiaki Sato2

New
appointment

Tsunehiro Ogawa

Independent

3

New
appointment

Takae Akatsuka

Independent

OutsideOutside- 10 -

Current position in the Company

Attendance at Board of
Directors meetings

Full-time Audit &Supervisory Board
Member100%(13/13)No.

Name(Date of birth)

Career summary, positions,and significant concurrent positions
April 1983
April 2004

1

Number ofshares of theCompany held

Joined Atsugi Nylon Shoji Co., Ltd.
General Manager, Corporate Planning Office of
the Company
April 2007
Executive Officer of the Company
April 2007
Assistant to General Manager, Production Divisionof the Company
Chiaki Sato
October 2007
General Manager, Legwear Production Planning(January 15, 1960)
Department of the Company
13,911 shares
April 2008
Deputy General Manager, Production Division of
the Company[Reappointment]
June 2008
Director of the Company
April 2009
General Manager, Production Division of theCompany
June 2009
President, Yantai Atsugi CRC Stocking Co., Ltd.
June 2015
Full-time Audit & Supervisory Board Member of
the Company (to present)[Reason for nomination as candidate for Audit & Supervisory Board Member]
Mr. Chiaki Sato has served as General Manager of Corporate Planning Office and important positions in the
Production Division as well as the Director of the Company, and has abundant experience and insight in thefield of production and as a corporate manager. Since assuming office as full-time Audit & Supervisory Board
Member of the Company in June 2015, he has been performing effective audits utilizing his experience andinsight. Based on this track record, the Company determined that he will continue to contribute to maintaining
and improving the Company’s appropriate audit system, and therefore, nominates him as a candidate for Audit& Supervisory Board Member.

- 11 -

No.

Name(Date of birth)

Career summary, positions,and significant concurrent positions
April 1978
August 2009

Tsunehiro Ogawa(December 25, 1955)[New appointment][Outside][Independent]

August 2009
April 2010
October 2012
April 2014

2
April 2019
July 2019

Joined Ministry of International Trade and Industry(currently Ministry of Economy, Trade andIndustry)
Vice President and Director-General of Japan
Chemical Fibers Association
Vice President of Japan Textile Federation
Visiting Professor of Graduate School of AsiaPacific Studies, Waseda University
Special Advisor of TEIJIN PHARMA LIMITED
Executive Officer in charge of Company-wide
Mission and Research & External Affairs Group of
Teijin Group
Advisor of TEIJIN LIMITED, and in charge ofMission, Adviser of Teijin Frontier Co., Ltd.
President of Japan Paper Association (to present)

Number ofshares of theCompany held

0 shares[Reason for nomination as candidate for Outside Audit & Supervisory Board Member]
Mr. Tsunehiro Ogawa has abundant experience at the Ministry of International Trade and Industry (currently
the Ministry of Economy, Trade and Industry), and also held important positions at a textile industry associationand executive officer and advisor at general business companies. He has abundant experience and insight in the
textile industry. By utilizing these experience and insight, the Company determined that he will contribute toperforming effective appropriate audits at the Company, and therefore, nominates him as a candidate for
Outside Audit & Supervisory Board Member.

- 12 -

No.

Name(Date of birth)

Career summary, positions,and significant concurrent positions

Number ofshares of theCompany held

October 2000

3

Joined PricewaterhouseCoopers Tax Japan(currently PwC Tax Japan)
April 2004
Registered as Japanese Certified Public Accountant
July 2006
Joined Nikko Citigroup Limited (currently
Citigroup Global Markets Japan Inc.)
May 2008
Joined Deloitte Tohmatsu FAS Co., Ltd. (currently
Deloitte Tohmatsu Financial Advisory LLC)
Takae Akatsuka
February 2010
Registered as Japanese Certified Public Tax
Accountant(March 19, 1970)
October 2010
Group Manager of Strategic Business Transactions,
0 shares
Corporate Strategy and Planning Division at Coca[New appointment]
Cola (Japan) Company, Limited[Outside]
August 2016
Senior Manager, International Tax Division at Fair
[Independent]
Consulting Tax Corporation
August 2019
Deputy Chair, Tax Committee at Japanese Instituteof Certified Public Accountants (to present)
August 2019
Chair, International Tax Committee at JapaneseInstitute of Certified Public Accountants (topresent)
February 2022
Executive Partner at Premier Tax & Advisory(to present)[Reason for nomination as candidate for Outside Audit & Supervisory Board Member]
As a Certified Public Accountant and a Certified Public Tax Accountant, Ms. Takae Akatsuka has a high level ofexpertise especially in tax and accounting in international transactions. In addition, aside from the field of tax
and accounting, she has broad insight and experience on corporate strategy and management by having deeply
engaged in corporate finance, M&A, and corporate strategy business. By utilizing this high level of expertiseand abundant insight and experience, the Company determined that she will contribute to performing effective
and appropriate audits at the Company, and therefore, nominates her as a candidate for Outside Audit &Supervisory Board Member.

Notes: 1. There are no special interests between each candidate and the Company.
2. The number of shares of the Company held by each candidate includes the number of shares
owned through the stock ownership plan.
3. Mr. Tsunehiro Ogawa and Ms. Takae Akatsuka are candidates for Outside Audit &Supervisory Board Member.
4. If the election of Mr. Tsunehiro Ogawa and Ms. Takae Akatsuka is approved, the Company,in accordance with the provisions of Article 427, Paragraph 1 of the Companies Act, intends
to conclude an agreement with both candidates that limits their liability in accordance with
Article 423, Paragraph 1 of the Companies Act. The amount of individual liability under suchan agreement is the minimum amount stipulated by laws and regulations.
5. The Company has concluded with an insurance company a directors and officers liability
insurance contract stipulated in Article 430-3, Paragraph 1 of the Companies Act, with Mr.
Chiaki Sato as the insured. This insurance contract covers damage that may arise as a resultof the insured Audit & Supervisory Board Member assuming liability related to the executionof his duties or receiving a claim related to the pursuit of such liability. However, nocompensation may be given for liability attributable to acts in violation of laws or regulations
that were carried out with full knowledge of his illegality. If the election of the candidate isapproved, he will continue to be insured under the insurance contract, which is scheduled tobe renewed with the same terms and conditions during their terms of office. In addition, if the- 13 -

election of Mr. Tsunehiro Ogawa and Ms. Takae Akatsuka is approved, the Company intends
to conclude an insurance contract with both candidates as the insured under the same terms
and conditions.
6. The Company, conditional upon the approval of this proposal, will register Mr. Tsunehiro
Ogawa and Ms. Takae Akatsuka with the Tokyo Stock Exchange, as independent officers as
specified by the Tokyo Stock Exchange.

- 14 -

(For reference) Skill Matrix
The skill matrix of the Directors and the Audit & Supervisory Board Members, conditional upon the election of
the candidates presented in this notice of convocation of the general meeting of shareholders, is as follows:

Name
Attributes

Directors

Audit &
Supervisory
Board
Members

Shinji Nikko

Internal

Masahiro
Furukawa

Internal

ToshioTakanashi

Outside /Independent

Masatoshi
Ohara

Outside /Independent

Mari Yada

Outside /Independent

Chiaki SatoInternal

Tsunehiro
Ogawa

Outside /Independent

Takae
Akatsuka

Outside /Independent

Areas in which they are expected to demonstrate their expertise and experience(Selected up to three major areas)
Corporate
Sales,
Production,
Organization,
Legal
Finance,management
producttechnologicalhumanaffairs, risk
Overseasaccounting
anddevelopment development
resource
managementbusinessandbusinessandand quality
development
andtaxationstrategies
marketingmanagementand diversity
governance

●
●
●

●

●
●

●

●
●
●
●

●
●
●
●

●
●

●
●
●

- 15 -●●●