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, 2022
To Shareholders with Voting Rights:
Hiroshi Kudo
President
ATSUGI CO., LTD.
1-3-2, Ohyakita, Ebina-city
Kanagawa, JapanNOTICE OF CONVOCATION OF
THE 96th 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 96th Annual General Meeting of Shareholders of ATSUGI CO., LTD.
(the “Company”) will be held as described below.
In holding this General Meeting of Shareholders amid the uncertain outlook as to when the spread of
COVID-19 will be contained, we request the shareholders, from the standpoint of giving the highest
priority to preventing the further spread of the disease, to refrain from attending the venue on the day ofthe meeting, regardless of their health, and instead exercise their voting rights in advance by mail or via
the Internet. If exercising your voting rights in writing or via the Internet, please review the attached
Reference Documents for the General Meeting of Shareholders and exercise your voting rights by 5:15
p.m., Tuesday, June 28, 2022.
1. Date and Time:

Wednesday, June 29, 2022 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 96th Fiscal Year (April 1, 2021 - March 31, 2022) 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 96th Fiscal
Year (April 1, 2021 - March 31, 2022)
Proposals to be resolved:
Appropriation of Surplus
Proposal 1:
Partial Amendments to the Articles of Incorporation
Proposal 2:
Election of Five (5) Directors
Proposal 3:◼

Of the documents that are required to be attached to this notice of convocation, the following items
are available online on the Company’s website (https://www.atsugi.co.jp), and are excluded from the
documents provided with this notice of convocation notice, in accordance with laws, regulations andthe provisions of the Company’s Articles of Incorporation.
(1) “Resolutions regarding the establishment of systems, etc., to ensure the appropriateness of-1-

operations 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”
Accordingly, the documents provided along with this notice of convocation are part of the
documents audited by the Accounting Auditor when preparing the Independent Auditor’s Report andthe Audit & Supervisory Board Members when preparing their Audit Report.
◼ When you attend the meeting, please present the enclosed ballot form on the day of the meeting to thereception desk.
◼ Please note that if any revisions are made to the contents of the Reference Documents for the General
Meeting of Shareholders, the Business Report, the Non-consolidated Financial Statements, and theConsolidated Financial Statements, the revised contents will be made available online via the
Company’s website (https://www.atsugi.co.jp).

-2-Reference Documents for the General Meeting of Shareholders
Proposals and References
Proposal 1:
1.

2.

Appropriation of Surplus

Reasons for the proposal
The Company has reported a deficit of ¥1,799,059,707 in retained earnings carried forward asof March 31, 2022. Accordingly, in order to remedy its capital structure and to ensure theflexibility of capital policies going forward, as well as achieve the early resumption of dividend
payment, the Company proposes to reduce the amount of other capital surplus and transfer theentire amount to retained earnings, to cover the deficit in the retained earnings.
Details of the appropriation of surplus
In accordance with the provisions of Article 452 of the Companies Act, the amount of othercapital surplus will be reduced and transferred to retained earnings.
(1)

Item of surplus to be reduced and the amount thereof
Other capital surplus¥1,770,527,181(2)

Item of surplus to be increased and the amount thereof
Retained earnings carried forward(3)¥1,770,527,181

Effective date of the appropriation of surplus
June 30, 2022

As a result, after the transfer the amount of retained earnings carried forward will be a negative¥28,532,526 and other capital surplus will be ¥3,890,482,518.

-3-

Proposal 2:

Partial Amendments to the Articles of Incorporation

1. Reasons for the proposal(1) To establish a management structure capable of promptly responding to the changes in thebusiness environment and to strengthen corporate governance by clearly defining themanagement responsibility of Directors and increasing opportunities for gaining the confidenceof shareholders, the Company will shorten the term of office of Directors set forth in Article 21of the current Articles of Incorporation (Term of Office of Directors) from two (2) years to one(1) year.
(2) The amended provisions stipulated in the proviso of Article 1 of the supplementary provisionsof the “Act Partially Amending the Companies Act” (Act No. 70 of 2019) will be enforced on
September 1, 2022. Accordingly, in order to prepare for the introduction of the system forelectronic provision of documents for general meetings of shareholders, the Articles ofIncorporation of the Company shall be amended as follows.
1) The proposed Article 16, Paragraph 1 provides that information contained in the reference
documents for the general meeting of shareholders, etc. shall be provided electronically.
2) The purpose of the proposed Article 16, Paragraph 2 is to establish a provision to limit thescope of matters to be included in the paper copy to be sent to shareholders who haverequested it.
3) The provisions related to the internet disclosure and deemed provision of the reference
documents for the general meeting of shareholders, etc. (Article 16 of the current Articles ofIncorporation) will become unnecessary and will therefore be deleted.
4) In line with the above establishment and deletion of the provisions, supplementaryprovisions related to the effective date, etc. shall be established.
2. Details of the amendments
The details of the amendments are as follows. These amendments to the Articles of Incorporation
shall become effective as of the closing of this General Meeting of Shareholders.
(Underlines indicate amended parts)
Current Articles of Incorporation

Proposed Amendments(Internet Disclosure and Deemed Provision ofReference Documents for the General Meeting of
Shareholders, Etc.)
Article 16 The Company may, when convening ageneral meeting of shareholders, deem that it
has provided information to shareholders
pertaining to matters to be described orindicated in the reference documents for thegeneral meeting of shareholders, business
report, non-consolidated financial statements,
and consolidated financial statements(including the Independent Auditor’s Report
and the Audit Report on the consolidated
financial statements), by disclosing suchinformation through the internet in accordancewith the provisions provided in the Ordinanceof the Ministry of Justice.

-4-<Deleted>

Current Articles of Incorporation

Proposed Amendments(Measures for Electronic Provision, Etc.)
Article 16 The Company shall, whenconvening a general meeting of shareholders,provide information contained in thereference documents for the general meetingof shareholders, etc. electronically.
2. Among the matters to be provided
electronically, the Company may choose not
to include all or part of the matters stipulated
in the Ordinance of the Ministry of Justice inthe paper copy to be sent to shareholders who
have requested it by the record date forvoting rights.

<Newly established>

Articles 17 to 20 (Omitted)

Articles 17 to 20 (Unchanged)(Term of Office of Directors)(Term of Office of Directors)

Article 21 The term of office of a Director shall
expire at the close of the Annual General
Meeting of Shareholders for the last businessyear ending within two (2) years after such
Director is elected to office.
2. The term of office of a Director who was elected
as a substitute Director or due to an increase in
the number of Directors shall expire upon the
conclusion of the term of office of the other
Directors.

Article 21 The term of office of a Director
shall expire at the close of the Annual
General Meeting of Shareholders for the lastbusiness year ending within one (1) year after
such Director is elected to office.
<Deleted>

Articles 22 to 43 (Omitted)

Articles 22 to 43 (Unchanged)
Supplementary Provisions<Newly established>

The deletion of Article 16 (Internet
Disclosure and Deemed Provision ofReference Documents for the General
Meeting of Shareholders, Etc.) of the current
Articles of Incorporation and the proposed
Article 16 (Measures for Electronic
Provision, Etc.) shall come into effect on thedate of enforcement of the amended
provisions stipulated in the proviso of Article
1 of the supplementary provisions of the Act
Partially Amending the Companies Act (ActNo. 70 of 2019) (the “Effective Date”).
2. Notwithstanding the provisions of thepreceding paragraph, Article 16 of the current
Articles of Incorporation shall remain inforce with respect to a general meeting ofshareholders to be held on a date within six
months from the Effective Date.
3. These supplementary provisions shall bedeleted after the lapse of six months from the
Effective Date or the lapse of three months
from the date of the general meeting ofshareholders set forth in the preceding
paragraph, whichever is later.

-5-

Proposal 3:

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.
The candidates for Directors are as follows.
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)

June 2014[New appointment]
April 2015
1
April 2017

April 2021
June 2021
April 2022

Number ofshares of theCompany held

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 (current position)[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 as well as a broad network. He also has extensive management experience
including experience abroad.
Based on his experience and track record described above, the Company determined that he will demonstratestrong leadership and appropriately perform his duties as a Director toward restoring the Group’s businessperformance and the improvement of medium to long-term corporate value, and therefore, nominates him as a
candidate for Director.

-6-

0

No.

Name
(Date of birth)

Career summary, positions, responsibilities,
and significant concurrent positions

Joined the Company
General Manager, Chain Store No. 2 Branch of theCompany
April 2016
General Manager, Osaka Branch of the Company
Tomoya Makino
April 2019
Executive Officer of the Company (current(October 12, 1975)
position)
5,322 shares
April 2019
Supervisor, Structural Reforms Promotion of the[Reappointment]
Company
Supervisor, Sales of the Company (current
April 2020
position)
June 2020
Director of the Company (current position)
Director of RENOWN INX INCORPORATED
April 2022
(current position)[Reason for nomination as candidate for Director]
Mr. Tomoya Makino has abundant onsite experience and an extensive track record in the sales division and has
been playing a leading role in the sales strategies of the Group, including the promotion of structural reforms
such as the expansion of e-commerce and directly operated stores. Based on his experience and track record
described above, the Company determined that he will appropriately perform his duties as a Director toward
restoring the Group’s business performance and the improvement of medium to long-term corporate value, andtherefore, nominates him as a candidate for Director.
April 2000
April 2013

2

Number ofshares of theCompany held

-7-

No.

Name
(Date of birth)

Career summary, positions, responsibilities,
and significant concurrent positions

Joined the Company
President of Atsugi Stocking (Yantai) Co., Ltd.
General Manager, Accounting Department,
Masahiro Furukawa
Administration Division of the Company(January 2, 1979)
April 2020
Executive Officer of the Company (current
1,790 shares
position)[New appointment]
April 2020
Supervisor, Administration of the Company(current position)
General Manager, Corporate Planning Office of theApril 2021
Company (current position)[Reason for nomination as candidate for Director]
Mr. Masahiro Furukawa has experience in plant management as the President of a Chinese production
subsidiary and has been playing a leading role in the business administration of the Group, including thestrengthening of governance as a supervisor of administration, leading the renewal of the core systems, andcoordinating the medium-term management plan. Based on his experience and track record described above, theCompany determined that he will appropriately perform his duties as a Director toward restoring the Group’sbusiness performance and the improvement of medium to long-term corporate value, and therefore, nominates
him as a candidate for Director.
April 2001
April 2010
April 2016

3

Number ofshares of theCompany held

-8-

No.

Name
(Date of birth)

Career summary, positions, responsibilities,
and significant concurrent positions

Joined Asahi Chemical Industry Co., Ltd.
(currently Asahi Kasei Corporation)
April 2009
Executive Officer of Asahi Kasei Fibers Corp.
(currently Asahi Kasei Corporation)
Director and Senior Executive Officer of Asahi
April 2011
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.
Primary Executive Officer of Asahi Kasei
April 2016
[Reappointment]
Corporation
1,700 shares
April
2016
President,
Fibers&Textiles
SBU
of
Asahi
Kasei
[Outside]
Corporation[Independent]
Representative Director of SENKO Co., Ltd.
April 2017(current position)
April 2017
Executive Vice President of SENKO Co., Ltd.
(current position)
April 2017
International Business Headquarters of SENKO
Co., Ltd. (current position)
Director of the Company (current position)
June 2020
Director of SENKO Group Holdings Co., Ltd.
June 2021(current position)[Reason for nomination as candidate for Outside Director and expected roles]
Mr. Toshio Takanashi has deep insight in the logistics field as the Representative Director of SENKO Co., Ltd.
and 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 Officer and executive of the Fibers & Textiles SBU of Asahi Kasei
Corporation. In addition, he has played an important part in the strengthening of governance as the Chairpersonof the Nomination and Remuneration Committee of the Company.
Based on his experience and knowledge described above, the Company expects that he will appropriately
supervise the Group’s management from an independent position and continue to contribute to the Group’s
sustained growth and improvement of medium to long-term corporate value, and therefore, nominates him as a
candidate for Director. Currently, he serves as the Outside Director of the Company and his term of office as
Outside Director will be two (2) years at the close of this General Meeting of Shareholders.
April 1977

4

Number ofshares of theCompany held

-9-

No.

Name
(Date of birth)

Career summary, positions, responsibilities,
and significant concurrent positions

Number ofshares of theCompany held

Joined Asahi & Co. (currently KPMG AZSA LLC)
Registered as certified public accountant
Founded Naoko Harima Accounting Firm
Representative of Naoko Harima Accounting Firm
(current position)
Naoko Harima
Joined Japan Hotel and Resort, Inc. (currently
April
2008
(October 27, 1980)
Japan Hotel REIT Advisors Co., Ltd.)4,494 shares
July 2017
Auditor of JEPLAN, INC.
[Reappointment]
January 2018
Auditor of KinoPharma, Inc. (current position)[Outside]
June 2018
Director of the Company (current position)[Independent]
Outside Auditor of BizReach, Inc. (current
January 2019
position)
Outside Director (Full-time Audit and Supervisory
February 2020
Committee Member) of Visional, Inc. (current
position)[Reason for nomination as candidate for Outside Director and expected roles]
Ms. Naoko Harima has professional knowledge of finance and accounting as a certified public accountant, andhas been proactively voicing her opinions at the Company’s Board of Directors meetings based on her
experience of supervising management as the auditor and the audit and supervisory committee member ofgeneral business companies. She has also played an important part in the strengthening of governance as amember of the Nomination and Remuneration Committee of the Company. Ms. Harima has not been involvedin the management of a company in the past other than in the capacity of an outside officer. However, based onher experience and knowledge described above, the Company expects that she will appropriately supervise theGroup’s management from an independent position, as well as bring a woman’s perspective to the Company’sbusiness strategies, etc., and continue to contribute to the Group’s sustained growth and improvement of
medium to long-term corporate value, and therefore, nominates her as a candidate for Director. Currently, she
serves as the Outside Director of the Company and her term of office as Outside Director will be four (4) years
at the close of this General Meeting of Shareholders.
October 2003
July 2007
April 2008

5

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. Ms. Naoko Harima’s registered name is Naoko Takagi.
4. Mr. Toshio Takanashi and Ms. Naoko Harima are candidates for Outside Director.
5. If the election of Mr. Toshio Takanashi and Ms. Naoko Harima is approved, the Company, in
accordance with the provisions of Article 427, Paragraph 1 of the Companies Act, intends toconclude 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.
6. 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.
Tomoya Makino, Mr. Masahiro Furukawa, Mr. Toshio Takanashi, and Ms. Naoko Harima 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 of such liability. However, no compensation may be given for liability
attributable to acts in violation of laws or regulations that were carried out with fullknowledge of their illegality. If the election of the candidates is approved, they will continue- 10 -

to be insured under the insurance contract, which is scheduled to be renewed with the sameterms and conditions during their terms of office. In addition, if the election of Mr. Shinji
Nikko is approved, the Company intends to conclude an insurance contract with Mr. Nikko as
the insured under the same terms and conditions.
7. The Company, conditional upon the approval of this proposal, will register Mr. Toshio
Takanashi and Ms. Naoko Harima with the Tokyo Stock Exchange, as independent officers as
specified by the Tokyo Stock Exchange.

- 11 -

(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

Shinji Nikko

Directors

Audit &
Supervisory
Board
Members

TomoyaMakinoMasahiro
Furukawa
ToshioTakanashi
Naoko
HarimaInternal
Internal
Internal
Outside /Independent
Outside /Independent

Chiaki SatoInternal

Kenichi
Gogami

Outside /Independent
Outside /Independent

Kengo Takano

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

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- 12 -●●●●