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. The Company assumes no responsibility for this translation or for direct, indirect or any otherforms of damages arising from the translation.
(Stock Exchange Code 4095)
June 13, 2022
To Shareholders with Voting Rights:
Kazuichi Satomi
ChairmanNihon Parkerizing Co., Ltd.
1-15-1 Nihonbashi, Chuo-ku, TokyoNOTICE OF CONVOCATION OF
THE 137th ANNUAL GENERAL MEETING OF SHAREHOLDERS
Dear Shareholders:
We would like to express our appreciation for your continued support and patronage.
We are pleased to notify you that the 137th Annual General Meeting of Shareholders of Nihon Parkerizing
Co., Ltd. (the “Company”) will be held for the purposes described below.
You may exercise your voting rights in writing by mailing the Voting Rights Exercise Form, or via the Internet,
etc. Please review the attached Reference Documents for the General Meeting of Shareholders, and exercise
your voting rights, no later than 5:15 p.m. Japan time on June 28, 2022.
1. Date and Time:

Wednesday, June 29, 2022 at 10:00 a.m. Japan time (Reception opens at 9:00 a.m.)

2. Place:

Conference room on the 2nd floor of the Parker Building located at
1-15-1, Nihonbashi, Chuo-ku, Tokyo, Japan

3. Agenda:
Matters to be reported: 1. The Business Report, Consolidated Financial Statements for the Company’s
137th Fiscal Year (April 1, 2021 - March 31, 2022) and results of audits by
the Accounting Auditor and the Audit and Supervisory Committee of theConsolidated Financial Statements
2. Non-consolidated Financial Statements for the Company’s 137th Fiscal Year
(April 1, 2021 - March 31, 2022)
Proposals to be resolved:
Appropriation of Surplus
Proposal No. 1:
Partial Amendments to the Articles of Incorporation
Proposal No. 2:
Election of 6 Directors (Excluding Directors Who Serve as Audit andProposal No. 3:
Supervisory Committee Members)
Election of 2 Directors Who Serve as Audit and Supervisory Committee
Proposal No. 4:
Members
Revision of the Amount of Compensation, etc. for Directors Who Serve as Audit
Proposal No. 5:
and Supervisory Committee Members-1-

* When attending the meeting, please submit the enclosed Voting Rights Exercise Form at the reception desk.
* Of the documents to be provided along with this Notice of the General Meeting of Shareholders, Notes toConsolidated Financial Statements and Notes to Non-consolidated Financial Statements are posted on the
Company’s website (https://www.parker.co.jp/) on the Internet, in accordance with provisions of laws andregulations as well as Article 16 of the Company’s Articles of Incorporation and therefore are not includedin the attachments to this Notice.
The attachments to this Notice of the General Meeting of Shareholders and the documents posted on theabove website are the documents audited by the Audit and Supervisory Committee and the Accounting
Auditor when preparing the Audit Report and Independent Auditor’s Report, respectively.
* Any revisions to the Reference Documents for the General Meeting of Shareholders or their attachments
will be posted on the Company’s website (https://www.parker.co.jp/) on the Internet.

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Reference Documents for the General Meeting of Shareholders
Proposals and References
Proposal No. 1:

Appropriation of Surplus

The Company deems returning profits to shareholders as one of its important management issues, and it
determines the distribution of profits by comprehensively considering performance trends, payout ratio, andthe level of internal reserves necessary for future business development. In addition, as a member of society,
the Company will use retained earnings for future business investments based on sustainability-oriented
management to increase its corporate value.
With regard to dividends, we will strive to meet the expectations of our shareholders by continuing to pay
stable dividends while taking into consideration future business development and profit levels as well as thetotal payout ratio, with a target consolidated dividend payout ratio of 30%.
In view of the fact that both investment funds for growth and the security of the financial base have been
ensured to a certain extent, for the foreseeable future the Company will pay dividends exceeding its dividend
policy.
We propose to pay a year-end dividend for the fiscal year under review of 27 yen per share as described
below. As a result, the annual dividend including the interim dividend will be 40 yen per share, a 14-yen
increase from the previous fiscal year.
Items concerning year-end dividend(1) Type of dividend property
Cash(2) Items concerning allocation of dividend property to shareholders and the total amount thereof
27 yen per share of common stock in the Company
Total amount: 3,246,751,485 yen(3) Effective date of appropriation of surplus
June 30, 2022

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Proposal No. 2:

Partial Amendments to the Articles of Incorporation

1. Reason for the proposal
The amended provisions stipulated in the proviso of Article 1 of the supplementary provisions of the “ActPartially Amending the Companies Act” (Act No. 70 of 2019) will come into effect on September 1, 2022.
Accordingly, in order to prepare for the introduction of the system for electronic provision of materials forgeneral meetings of shareholders, the Articles of Incorporation of the Company shall be amended as follows.
(1) The proposed Article 16, Paragraph 1 provides that information contained in the reference documents forthe 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 the scope of mattersto be included in the paper copy to be sent to shareholders who have requested it.
(3) The provisions related to the Internet disclosure and deemed provision of the reference documents for thegeneral meeting of shareholders, etc. (Article 16 of the current Articles of Incorporation) will become
unnecessary and will therefore be deleted.
(4) In line with the above establishment and deletion of the provisions, supplementary provisions related tothe effective date, etc. shall be established.
2. Details of amendments
The details of the amendments are as follows.
(Amended parts are underlined.)
Proposed Amendments

Current Articles of Incorporation(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, deemthat it has provided information toshareholders pertaining to matters to be
described or indicated in the reference
documents for the general meeting ofshareholders, business report, nonconsolidated financial statements, andconsolidated financial statements bydisclosing such information throughthe Internet in accordance with theprovisions provided in the Ministry ofJustice Order.
<Newly established><Deleted>(Measures for Electronic Provision, Etc.)
Article 16 The Company shall, when convening ageneral meeting of shareholders,provide information contained in thereference documents for the general
meeting of shareholders, etc.
electronically.
2. Among the matters to be provided
electronically, the Company may
choose not to include all or part of thematters stipulated in the Ministry ofJustice Order in the paper copy to besent to shareholders who haverequested it by the record date forvoting rights.

-4-

(Supplementary Provisions)<Omitted><Newly established>(Supplementary Provisions)<Unchanged>
1. The deletion of Article 16 (Internet Disclosure
and Deemed Provision of Reference 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 (Act No. 70 of2019) (the “Effective Date”).
2. Notwithstanding the provisions of the preceding
paragraph, Article 16 of the current Articles ofIncorporation shall remain in force with respect
to a general meeting of shareholders to be held
on a date within six months after the EffectiveDate.
3. These supplementary provisions shall bedeleted six months after the Effective Date or
three months after the date of the general
meeting of shareholders set forth in thepreceding paragraph, whichever is later.

-5-

Proposal No. 3:

Election of 6 Directors (Excluding Directors Who Serve as Audit and Supervisory
Committee Members)

The terms of office of all 6 Directors (excluding Directors who serve as Audit and Supervisory Committee
Members) will expire at the conclusion of this year’s Annual General Meeting of Shareholders. Accordingly,
the election of 6 Directors (excluding Directors who serve as Audit and Supervisory Committee Members) is
proposed.
The candidates for Directors (excluding Directors who serve as Audit and Supervisory Committee
Members) are as follows.

No.

Position in the Company andareas of responsibility

Name

1

Reappointment

Kazuichi Satomi

2

Reappointment

Hiroyasu Tamura

3

Reappointment

Masayuki Yoshida4

New
appointment

Yasumasa Fukuta

5

Reappointment

Shimako Emori

6

Reappointment

Tatsuya Mori

Chairman

Attendance at
the Board of
Directors
meetings
100%(12/12)

Director and General
Manager of Administration
Div.
Director and General
Manager of TechnicalDiv./Central ResearchLaboratories
Executive Officer andGeneral Manager ofChemicals Div.

100%
(12/12)

OutsideIndependent

Outside Director(Independent officer)

100%(12/12)

OutsideIndependent

Outside Director(Independent officer)

100%(12/12)100%(12/12)-(Notes) 1. There are no special conflicts of interest between the candidates and the Company.
2. Ms. Shimako Emori and Mr. Tatsuya Mori are candidates for Outside Directors. The Company has designated themas independent officers as stipulated under the regulations of Tokyo Stock Exchange, Inc., and registered them as suchat the exchange. If their elections are approved, the Company intends to continue their designation as independent
officers.
3. Ms. Shimako Emori and Mr. Tatsuya Mori are currently serving as Outside Directors of the Company. They will haveheld the position thereof for three years at the conclusion of this year’s Annual General Meeting of Shareholders.
4. Pursuant to Article 427, Paragraph 1 of the Companies Act and the provisions of the Articles of Incorporation of theCompany, the Company has entered into limited liability agreements with Ms. Shimako Emori and Mr. Tatsuya Mori
to limit their liability for damages prescribed under Article 423, Paragraph 1 of the Companies Act. If their election isapproved, the Company intends to continue the said agreements with them.
5. The Company has entered into a directors and officers liability insurance contract as stipulated in Article 430-3,
Paragraph 1 of the Companies Act, with an insurance company, to insure all Directors of the Company. The insurance
contract covers damages that may be incurred by the insured Directors as a result of assuming liability for the
execution of their duties or receiving claims related to the pursuit of such liability. If each candidate is reappointed,
he or she will be included as the insured. In addition, the Company plans to renew the said insurance contract withthe same contents at the time of the next renewal.

-6-

No.

1

2

3

Name
(Date of birth)

Past experience, position in the Company, areas of responsibility
and significant concurrent positions

April 1985
Joined the Company
July 1987
Director of the Company
Kazuichi Satomi
January 2000
Managing Director of the Company(December 8, 1947) June 2003
438,866
Senior Managing Director of the Company
Vice President of the Company
Reappointment
June 2005
April 2011
President of the Company
June 2017
Chairman of the Company (to present)
Attendance at the Board of Directors meetings
100% (12/12)[Reason for nomination as candidate for Director]
Mr. Kazuichi Satomi has led overall management of the Company for many years since taking office as Director in 1987.
We have deemed that he is an appropriate person to continue supervising the execution of business and enhance thecorporate value of the Company, based on these experiences and achievements. Therefore, we nominate him as a candidate
for Director.
Joined the Company
April 1983
Hiroyasu Tamura
General Manager of Accounting Dept. of the Company
December 2009
(June 5, 1960)
17,900
Director and General Manager of Administration Div. of theJune 2015
Reappointment
Company (to present)
Attendance at the Board of Directors meetings
100% (12/12)[Reason for nomination as candidate for Director]
Mr. Hiroyasu Tamura has a wealth of business experience in the finance and accounting fields, and oversees the
Administration Division. We have deemed that he is an appropriate person to continue to take charge of management of theCompany, based on these experiences and achievements. Therefore, we nominate him as a candidate for Director.
Joined the Company
April 1987
General Manager of First Research Center, Central Research
April 2012
Laboratories of the Company
Masayuki Yoshida June 2013
President of PARKER SURFACE TECHNOLOGIES(SHANGHAI) CO., LTD.
(August 9, 1962)
3,766
Director and General Manager of Central Research Laboratories
June 2017
Reappointmentof the Company
Director and General Manager of Technical Div./Central
April 2018
Research Laboratories of the Company (to present)
Attendance at the Board of Directors meetings

4

Number ofshares of theCompany held

100% (12/12)[Reason for nomination as candidate for Director]
Mr. Masayuki Yoshida has extensive expertise and advanced insight into technological development in the chemicals
business, and is overseeing the Technical Division. We have deemed that he is an appropriate person to continue to takecharge of management of the Company, based on these experiences and achievements. Therefore, we nominate him as a
candidate for Director.
Joined the Company
April 1989
Yasumasa Fukuta
General Manager of Marketing Div. of the Company
July 2016(September 20,
3,700
General Manager of Chemicals Div. of the Company
April 20191965)
Executive Officer and General Manager of Chemicals Div. of
June
2019
New appointment
the Company (to present)
Attendance at the Board of Directors meetings[Reason for nomination as candidate for Director]
Mr. Yasumasa Fukuta is leading the Chemicals Division as General Manager, utilizing his experience in sales and marketingof chemicals. We have deemed that he is an appropriate person to take charge of management of the Company, based onthese experiences and achievements. Therefore, we nominate him as a candidate for Director.

-7-

No.

5

6

Name
(Date of birth)

Past experience, position in the Company, areas of responsibility
and significant concurrent positions

Number ofshares of theCompany held

October 2002
Registered as Attorney-at-law
September 2004
Registered as Patent Attorney
March 2009
Established Ocean Law Offices (to present)
0
April 2009
Associate Professor of Komazawa University Law School
April 2017
Professor of Komazawa University Law School
June 2019
Outside Director of the Company (to present)
Attendance at the Board of Directors meetings
100% (12/12)[Reason for nomination as candidate for Outside Director and a summary of expected roles]
Ms. Shimako Emori has expertise and a wealth of experience as an attorney-at-law. We expect her to continue to provide
appropriate advice for strengthening the supervisory functions against the Board of Directors and compliance structure.
Therefore, we nominate her as a candidate for Outside Director.
December 2002
Joined Aozora Bank, Ltd.
Tatsuya Mori
(March 25, 1968)
July 2006
Joined Japan Asia Investment Company, Limited
Reappointment
May 2010
Joined New Horizon Capital Co., Ltd.
0
OutsideNovember 2012
Established Office-Prifiss (to present)
June 2019
Outside Director of the Company (to present)
Independent
Shimako Emori(October 28, 1965)
Reappointment
OutsideIndependent

Attendance at the Board of Directors meetings
100% (12/12)[Reason for nomination as candidate for Outside Director and a summary of expected roles]
Mr. Tatsuya Mori has a wealth of experience and extensive knowledge in corporate management gained through his
involvement in the management of several business corporations as a management consultant. We expect him to continue toprovide appropriate advice for strengthening the supervisory functions of the Board of Directors and corporate governancestructure. Therefore, we nominate him as a candidate for Outside Director.

-8-

Proposal No. 4:

Election of 2 Directors Who Serve as Audit and Supervisory Committee Members

The term of office of Mr. Hayato Hosogane, Director who serves as Audit and Supervisory Committee
Member, will expire at the conclusion of this year’s Annual General Meeting of Shareholders. Accordingly,
the election of 2 Directors who serve as Audit and Supervisory Committee Members is proposed.
The approval of the Audit and Supervisory Committee has been obtained for this proposal.
The candidates for Directors who serve as Audit and Supervisory Committee Members are as follows.
No.

Name
(Date of birth)

Past experience, position, areas of responsibility
and significant concurrent positions

Number ofshares of theCompany held

April 1983
November 2012

1

2

Joined the Company
Department Manager of Chukyo Dept., Chemicals Div. of theCompany
Hayato Hosogane
June 2015
Director of the Company and President of Thai Parkerizing Co.,(March 23, 1960)
12,100Ltd.
Reappointment
April 2019
Director and General Manager of Corporate Planning Div. of
the Company
June 2020
Director (Audit and Supervisory Committee Member) of theCompany (to present)
Attendance at the Board of Directors meetings
100% (12/12)
Attendance at the Audit and Supervisory Committee meetings
100% (18/18)[Reason for nomination as candidate for Director who serves as Audit and Supervisory Committee Member and a summaryof expected roles]
Mr. Hayato Hosogane has a wealth of experience as the President of our overseas group company and General Manager ofCorporate Planning Division of the Company and has been appropriately executing his duty as an Audit and Supervisory
Committee Member. We have deemed that he is able to continue to appropriately execute his duty as an Audit andSupervisory Committee Member, based on these experiences and achievements. Therefore, we nominate him as a candidate
for Director who serves as Audit and Supervisory Committee Member.
October 1997
Joined Chuo Audit Corporation
Shigetaka Hazeyama
April
2001
Registeredas Certified Public Accountant(February 4, 1974)
JoinedStarbucks
Coffee Japan Ltd.
February
2002
New appointment
0
January 2007
Established Hazeyama Certified Public Accountant Office (toOutsidepresent)
Independent
August 2017
Registered as Certified Tax Accountant (to present)
Attendance at the Board of Directors meetings
Attendance at the Audit and Supervisory Committee meetings[Reason for nomination as candidate for Outside Director who serves as Audit and Supervisory Committee Member and asummary of expected roles]
Mr. Shigetaka Hazeyama has extensive expertise and experience in finance and accounting as a certified public accountant,
and we expect him to appropriately execute his duty as an Audit and Supervisory Committee Member. Although he has
never been involved in corporate management directly, we nominate him as a candidate for Outside Director who serves as
Audit and Supervisory Committee Member, based on the reasons stated above.
(Notes) 1. There are no special conflicts of interest between each of the candidates and the Company.
2. Mr. Shigetaka Hazeyama is a candidate for Outside Director who serves as Audit and Supervisory Committee
Member.
3. If Mr. Shigetaka Hazeyama assumes office as Director who serves as Audit and Supervisory Committee Member, theCompany intends to register him as an independent officer with Tokyo Stock Exchange, Inc.
4. If Mr. Shigetaka Hazeyama assumes office as Director who serves as Audit and Supervisory Committee Member,pursuant to Article 427, Paragraph 1 of the Companies Act and the provisions of the Articles of Incorporation of theCompany, the Company intends to enter into a limited liability agreement with him to limit his liability for damagesprescribed under Article 423, Paragraph 1 of the Companies Act.
5. The Company has entered into a directors and officers liability insurance contract stipulated in Article 430-3,
Paragraph 1 of the Companies Act, with an insurance company, to insure all Directors of the Company. The insurance
contract covers damages that may be incurred by the insured Directors as a result of assuming liability for the
execution of their duties or receiving claims related to the pursuit of such liability. If the candidates assume office as
Director who serves as Audit and Supervisory Committee Member, they will be included as the insured. In addition,
the Company plans to renew the said insurance contract with the same contents at the time of the next renewal.

-9-<Reference>

Configuration of the Board of Directors and Skills Matrix at the conclusion of thisyear’s Annual General Meeting of Shareholders

If Proposals No. 3 and No. 4 are approved as originally proposed, the configuration of the Board of
Directors and the expertise and experience of each person will be as follows.
Name

Kazuichi Satomi
Hiroyasu Tamura
Masayuki Yoshida
Yasumasa Fukuta
Shimako Emori
Tatsuya Mori
Masaharu Kubota
Hayato Hosogane
Koji Chika
Shigetaka Hazeyama

Corporate

Sales /Development /International /Finance /Legal Affairs /Management

MarketingTechnology

Global

Accounting

Compliance

○

○

○

○

○
○
○
○
○
○

○
○
○
○
○

○
○

○
○

○
○

- 10 -○

Proposal No. 5:

Revision of the Amount of Compensation, etc. for Directors Who Serve as Audit andSupervisory Committee Members

The amount of compensation, etc. for Directors who serve as Audit and Supervisory Committee Members
was approved at the 132nd Annual General Meeting of Shareholders held on June 29, 2017 to be up to 40
million yen per year and remains as such. However, in consideration of the changes in the management
environment and the increased responsibilities of Directors as a result of the strengthening of the governancesystem, it is proposed that the amount of compensation for Directors who serve as Audit and Supervisory
Committee Members be set at up to 80 million yen per year.
We believe that this proposal is reasonable in light of the Company’s business scale, the level of executive
compensation, and the responsibilities of Directors who serve as Audit and Supervisory Committee Members.
Currently, the number of Directors who serve as Audit and Supervisory Committee Members is three(including two Outside Directors). If Proposal No. 4 “Election of 2 Directors Who Serve as Audit andSupervisory Committee Members” is approved as originally proposed, the number of Directors who serve as
Audit and Supervisory Committee Members will be four (including three Outside Directors).

- 11 -