This document has been translated from 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 other forms of damages
arising from the translation.

Securities code: 7456
June 10, 2024
(Date of commencement of electronic provision measures: June 4, 2024)
To Shareholders with Voting Rights:
Yoshiaki Matsuda
President
MATSUDA SANGYO Co., Ltd.
26-2, 1-chome, Nishi-Shinjuku,
Shinjuku-ku, Tokyo, JapanNOTICE OF
THE 75th ORDINARY GENERAL MEETING OF SHAREHOLDERS
We hereby inform you that the 75th Ordinary General Meeting of Shareholders of MATSUDASANGYO Co., Ltd. (the “Company”) will be held as described below.
In convening this General Meeting of Shareholders, the Company has taken measures for electronic
provision and thus posted the matters subject to measures for electronic provision on the following website
as the “NOTICE OF THE 75th ORDINARY GENERAL MEETING OF SHAREHOLDERS.”The Company’s website:
https://www.matsuda-sangyo.co.jp/en/ir/stock/meeting.html
In addition to the above, the information is also posted on the following website.
Tokyo Stock Exchange (TSE) website:
https://www2.jpx.co.jp/tseHpFront/JJK020010Action.do?Show=Show
Please access the above website, enter and search for the Company's name or securities code and select“Basic information” and then “Documents for public inspection/PR information” to find the information.
If you are unable to attend the meeting, you can exercise your voting rights via the Internet or in writing.
Please examine the following Reference Documents for the General Meeting of Shareholders andexercise your voting rights by 5:30 p.m. on Tuesday, June 25, 2024 (Japan time).

-1-1. Date and Time:
2. Place:

Wednesday, June 26, 2024 at 10:00 a.m. Japan time
Royal Hall II, 3rd Floor, RIHGA Royal Hotel Tokyo
1-104-19 Totsuka-machi, Shinjuku-ku, Tokyo, JapanWe are not providing souvenirs to shareholders attending the meeting.
We appreciate your understanding in advance.

3. Meeting Agenda:
Matters to be reported:

The Business Report, Non-consolidated Financial Statements, andConsolidated Financial Statements for the Company’s 75th Fiscal Year
(April 1, 2023 - March 31, 2024) and results of audits by the
Accounting Auditor and the Audit and Supervisory Committee of theConsolidated Financial Statements

Proposals to be resolved:
Appropriation of Surplus
Proposal 1:
Election of Seven (7) Directors (Excluding Directors Who Are Audit andProposal 2:
Supervisory Committee Members)
Payment of Retirement Allowance to a Retiring Director (Who is not an
Proposal 3:
Audit and Supervisory Committee Member)
Final Payment of Retirement Allowance in Conjunction with Abolition of
Proposal 4:
Retirement Allowance System for Directors Who are Audit and Supervisory
Committee MembersWhen attending the meeting, please submit the enclosed voting rights exercise form at the receptiondesk.
Any revisions to the matters subject to measures for electronic provision will be posted on therespective websites where these matters are posted.
The documents delivered are also documents stating the matters subject to measures for electronic
provision based on the request for delivery of written documents. In accordance with provisions oflaws and regulations as well as Article 14 of the Company’s Articles of Incorporation, the following
matters are not contained in the written documents delivered. Therefore, the documents delivered arepart of the documents audited by the Audit and Supervisory Committee and the Accounting Auditor
in preparing audit reports.
(1) Notes to Consolidated Financial Statements of Consolidated Financial Statements(2) Notes to Non-consolidated Financial Statements of Non-consolidated Financial Statements-2-

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

Appropriation of Surplus

The Company proposes appropriation of surplus as follows.
The Company’s basic policy on distribution of profits is to meet shareholder expectations by
maintaining stable dividends while balancing the need for internal reserves, combined with timely
shareholder returns. The Company will effectively use its internal reserves in investments for growth,
including production facilities and research and development mainly for the precious metals businesssegment, with an aim to improve future profitability and enhance corporate structure.
The Company proposes to pay out an ordinary dividend of 30 yen as its year-end dividend for the
fiscal year under review. As a result, annual dividends for the fiscal year under review would be 60 yen,including an interim dividend of 30 yen.
Matters regarding year-end dividend(1) Type of dividend property
Cash(2) Allotment of dividend property and total amount thereof
30 yen per common share of the Company is proposed.
The total amount of dividends in this case would be 777,517,650 yen.
(3) Effective date of dividends of surplus
June 27, 2024 is proposed.

-3-

Proposal 2:

Election of Seven (7) Directors (Excluding Directors Who Are Audit and Supervisory
Committee Members)

The term of office of all seven (7) Directors (excluding Directors who are Audit and Supervisory
Committee Members; hereinafter the same in this proposal) that are currently in office will expire at theconclusion of this meeting. Accordingly, the Company proposes to elect seven (7) Directors.
The Audit and Supervisory Committee has determined that each candidate is suited to be a Directorof the Company as a result of comprehensively assessing the state of their business execution during the
fiscal year under review as well as their expertise, experience, capabilities, etc.
Candidates for Director are as follows.

No.

Name

1

Yoshiaki Matsuda

President[Reappointment]

2

Koji Tsushima

Executive Vice President[Reappointment]

3

Current position

Attribute

Ryuichi Yamazaki Director[Reappointment]

4

Kenji Isawa

Director[Reappointment]

5

Takehiro Ueda

Director[Reappointment]

6

Masayuki Wada

Director[Reappointment]

7

Hidehito Imai－

[New appointment]

Attendance at theBoard of Directors
meetings
100%(14/14)100%(14/14)100%(14/14)100%(14/14)100%(14/14)100%(10/10)－Tenure as
Director
36 years
22 years
17 years
10 years
4 years
1 year－Notes: 1. There are no special interests between any of the candidates and the Company.
2. The Company has entered into a directors and officers liability insurance agreement. If the election ofthese candidates is approved, they will be insured under the insurance agreement. Please refer to page 29of the Business Report (available in Japanese only) for an outline of the insurance agreement and otherdetails.
3. The Company has entered into an indemnity agreement with each of the candidates for reappointment
pursuant to the provisions of Article 430-2, Paragraph 1 of the Companies Act. If the election of the new
candidate, Mr. Hidehito Imai, is approved, the Company intends to enter into the same indemnity
agreement with him. Please refer to page 29 of the Business Report (available in Japanese only) for an
outline of the indemnity agreement and other details.

-4-

No.

Name
(Date of birth)

Career summary, positions, responsibilities,
and significant concurrent positions

Yoshiaki Matsuda(October 9, 1961)
62 years old

October 1988
January 1991
July 1992[Reappointment]

June 1995
January 1996

Attendance at the Boardof Directors meetings April 1999
100% (14/14)
January 2000
May 2003[Tenure as Director] June 20161
36 years
May 2022[Tenure as President]
21 yearsJune 2023

Director, the Company
Managing Director
In charge of Sales, Production, and Corporate
Management Planning Dept.
Senior Managing Director
In charge of Sales and Corporate Management
Planning Dept.
Executive Vice President
Representative Director
President (current position)
President (current position)
Chairperson, Sustainability Committee (current
position)
Chairperson, Nomination and Remuneration
Committee (current position)

Number ofshares of theCompany held

3,057,765[Reason for nomination as candidate for Director]
Mr. Yoshiaki Matsuda supervises company operations and executes resolutions by the Board of Directors and theBoard of Executive Officers as President. He has engaged in management of the Company as its Director since
1988, and contributed to the development of the company business by utilizing a wealth of experience and wideranging knowledge accumulated over the years. Since assuming the office of President in 2003, he has
demonstrated strong decisiveness and leadership, and consistently achieved sustained development of thecompany business as the Group’s chief executive officer. The Company therefore proposes his reelection.
August 2001
Joined the Company
August 2001
General Manager of Corporate Management
Planning Dept.
June 2002
Director
Koji Tsushima
May 2003
Managing Director(June 9, 1968)
June 2004
Senior Managing Director
56 years old
Assistant to the President and in charge ofCorporate Management Planning Division
February 2008
Assistant to the President, in charge of Corporate[Reappointment]
Management Planning Division and General309,510
Manager of Corporate Management Planning Dept.
Attendance at the Board
Executive Vice President (current position)of Directors meetings July 2009
April 2015
Assistant to the President and General Manager of
100% (14/14)
Corporate Management Planning Dept.
2
June 2016
Executive Vice President Executive Officer,[Tenure as Director]
Assistant to the President, and General Manager of
22 years
Corporate Management Planning Dept.
June 2023
Executive Vice President Executive Officer,
Assistant to the President, in charge of Corporate
Division, and General Manager of Corporate
Management Planning Dept. (current position)[Reason for nomination as candidate for Director]
Mr. Koji Tsushima is responsible for the corporate management planning division, and has engaged in a wide
range of duties as Assistant to the President since 2004. As Executive Vice President and Executive Vice President
Executive Officer, he is appropriately fulfilling his roles including decision-making on important management
matters and supervision on business execution, while leading the Group’s management and endeavoring to
improve its corporate value. The Company therefore proposes his reelection.

-5-

No.

Name
(Date of birth)

Career summary, positions, responsibilities,
and significant concurrent positions
April 1981
April 2004
April 2006

January 2007

June 2007
October 2013
April 2015
Ryuichi Yamazaki(August 24, 1958)
65 years old

January 2016

[Reappointment]
June 2016
Attendance at the Board April 2019of Directors meetings
100% (14/14)
3[Tenure as Director]
17 yearsJune 2019

April 2020
April 2021

April 2022

April 2023
June 2023

Joined the Company
General Manager of Environmental Business
Dept., Environmental Business Division
Deputy General Manager of Environmental
Business Division and General Manager ofEnvironmental Solution Business Dept.
General Manager of Environmental Business
Division and General Manager of Environmental
Solution Business Dept.
Director (current position)
General Manager of Environmental Recycling
Business Dept., Environmental Business Division
General Manager of Metals/Environment Sales
Division, General Manager of Sales and Marketing
Dept., General Manager of Business Planning andPromotion Dept., and in charge of Urban
Recycling Business Dept.
General Manager of Metals/Environment Sales
Division and in charge of Urban Recycling
Business Dept.
Executive Officer
General Manager of Metals/Environment Sales
Division, General Manager of Business Planningand Promotion Dept., and in charge ofMetals/Environment International Business
Division
Senior Executive Officer
General Manager of Metals/Environment Sales
Division and General Manager of Business
Planning and Promotion Dept.
General Manager of Metals/Environment Sales
Division
General Manager of Metals/Environment Sales
Division, General Manager of Sales and Marketing
I Dept., and General Manager of Sales andMarketing III Dept.
General Manager of Metals/Environment Sales
Division and General Manager of Sales andMarketing I Dept.
General Manager of Metals/Environment Sales
Division (current position)
Managing Executive Officer (current position)

Number ofshares of theCompany held

2,903

[Reason for nomination as candidate for Director]
Mr. Ryuichi Yamazaki has a wealth of experience and excellent track record, mainly as an executive in charge ofsales for the precious metals business segment. As Director and Managing Executive Officer, he is appropriately
fulfilling his roles including decision-making on important management matters and supervision on businessexecution, with responsibilities of General Manager of Metals/Environment Sales Division. The Company
therefore proposes his reelection.

-6-

No.

Name
(Date of birth)

Career summary, positions, responsibilities,
and significant concurrent positions
April 1988
April 2012
April 2014

Kenji Isawa(October 12, 1963)
60 years old[Reappointment]

4June 2014

June 2014
February 2016

Attendance at the Board June 2016of Directors meetings
April 2018
100% (14/14)[Tenure as Director]
10 years

April 2019
June 2019
November 2022

June 2023

Joined the Company
General Manager of Personnel and Education
Dept.
General Manager of Foods Division and General
Manager of Marine Products Dept.
General Manager of Marine Products Dept. andGeneral Manager of Livestock & Meat Dept.,
Foods Division
Director (current position)
General Manager of Livestock & Meat Dept. andGeneral Manager of Agricultural Products Dept.,
Foods Division
Executive Officer
General Manager of Marine Products Dept. andGeneral Manager of International Business
Development Dept.
General Manager of Marine Products II Dept.
General Manager of Business Planning andPromotion Dept.
General Manager of Foods Division and General
Manager of Business Planning and Promotion
Dept. (current position)
Senior Executive Officer (current position)

Number ofshares of theCompany held

3,696

[Reason for nomination as candidate for Director]
Mr. Kenji Isawa is supervising the entire foods business as General Manager of Foods Division by utilizing a
wealth of knowledge and experience accumulated in the human resources-related division. In addition, as Director
and Senior Executive Officer, he is appropriately fulfilling his roles including decision-making on importantmanagement matters and supervision on business execution. The Company therefore proposes his reelection.

-7-

No.

Name
(Date of birth)

Career summary, positions, responsibilities,
and significant concurrent positions

Joined the Company
General Manager of Corporate Management
Planning Dept.
April 2020
General Manager of Administration Dept. andGeneral Manager of Finance Dept.
June 2020
Director and Executive Officer (current position)
Takehiro Ueda
June 2020
General Manager of Administration Dept., General(July 27, 1972)
Manager of Finance Dept., and in charge of
Bullion and Commodity Operations Dept.
51 years old
April 2022
General Manager of Administration Dept., General
Manager of Finance Dept., and in charge of[Reappointment]
Information System Dept. and Bullion andCommodity Operations Dept.
Attendance at the Board
April 2023
General Manager of Administration Dept., Generalof Directors meetings
Manager of Accounting Dept., General Manager of
100% (14/14)
Finance Dept., and in charge of Information
System Dept. and Bullion and Commodity
5[Tenure as Director]
Operations Dept.
April 2024
General Manager of Administration Dept., General
4 years
Manager of Finance Dept., and in charge ofInformation System Dept. and Bullion andCommodity Operations Dept. (current position)[Significant concurrent position]
Director (part-time) of NIPPON MICROMETAL CORPORATION

Number ofshares of theCompany held

March 1996
April 2017

2,010

[Reason for nomination as candidate for Director]
Mr. Takehiro Ueda has a wealth of business experience and excellent track record accumulated in the corporate
management planning division. As Director and Executive Officer, he is appropriately fulfilling his roles
including decision-making on important management matters and supervision on business execution, withresponsibilities of General Manager of Administration Dept., General Manager of Finance Dept., and being incharge of Information System Dept. and Bullion and Commodity Operations Dept. The Company therefore
proposes his reelection.

-8-

No.

Name
(Date of birth)
Masayuki Wada
(August 1, 1971)
52 years old[Reappointment]
Attendance at the Boardof Directors meetings
100% (10/10)

Career summary, positions, responsibilities,
and significant concurrent positions
March 1996
April 2020
June 2022
June 2023
June 2023

Joined the Company
General Manager of Human Resources Dept.
Executive Officer (current position)
Director (current position)
General Manager of Human Resources Dept.,
TRM Chairman, and in charge of General Affairs
Dept. and Legal Dept. (current position)

Number ofshares of theCompany held

3,331

6
[Tenure as Director]
1 year[Reason for nomination as candidate for Director]
Mr. Masayuki Wada has a wealth of practical experience and excellent track record in the administration-related
divisions. As Director and Executive Officer, he is appropriately fulfilling his roles including decision-making
on important management matters and supervision on business execution, with responsibilities of General
Manager of Human Resources Dept., TRM (Total Risk Management) Chairman, and being in charge of General
Affairs Dept. and Legal Dept. The Company therefore proposes his reelection.
January 1998
Joined the Company
April 2018
General Manager of Production Dept., Precious
Metals Recycling Division and General Manager
of Business Development Dept.
April
2019
General Manager of Precious Metals Recycling
Hidehito Imai
Dept., Precious Metals Recycling Division(January 19, 1972)
April 2023
General Manager of Production Control Division
52 years old
and General Manager of Production Management
Dept.
[New appointment]
June 2023
Executive Officer (current position)
June 2023
General Manager of Production Control Division,
2,000
Attendance at the Board
General Manager of Production Management Dept.
of Directors meetingsand in charge of Quality Assurance Dept.
－% (－/－)
April 2024
General Manager of Production Control Divisionand in charge of Quality Assurance Dept. (current
position)
7[Tenure as Director]－ years[Reason for nomination as candidate for Director]
Mr. Hidehito Imai has a wealth of practical experience and excellent track record in the production-related
divisions and has served as General Manager of Production Dept., Precious Metals Recycling Division andGeneral Manager of Business Development Dept. since April 2018 and General Manager of Production Control
Division since April 2023. As Executive Officer, he is appropriately fulfilling his roles including decision-making
on important matters and business execution. He also has sufficient ability to make decisions on importantmanagement matters, supervise business execution, etc. as Director. The Company therefore proposes hiselection.

-9-

Proposal 3:

Payment of Retirement Allowance to a Retiring Director (Who is not an Audit andSupervisory Committee Member)

At the conclusion of this General Meeting of Shareholders, Director Junichi Tsuzuki (who is not an
Audit and Supervisory Committee Member; hereinafter the same in this proposal) will retire due to the
expiration of his term of office. To compensate him for his efforts while in office, the Company intends topay retirement allowance within a reasonable scope in accordance with the Company’s standards andproposes that the specific amount, the timing and method of payment, etc. be entrusted to the Board of
Directors. The content of the payment of retirement allowance to the retiring Director is reasonable as it
follows the policy on determination of the amount of remuneration, etc. for Directors determined by theCompany’s Board of Directors described on pages 30 and 31 of the Business Report (available in Japaneseonly).
The career summary of the retiring Director is as follows.
Name
Junichi Tsuzuki

June 2018
June 2021

Career summary
Director and Executive Officer
Director and Senior Executive(current position)- 10 -

OfficerProposal 4:

Final Payment of Retirement Allowance in Conjunction with Abolition of Retirement
Allowance System for Directors Who are Audit and Supervisory Committee Members

At the Board of Directors meeting held on May 13, 2024, the Company resolved to abolish theretirement allowance system for Directors who are Audit and Supervisory Committee Members as of theconclusion of this General Meeting of Shareholders.
In line with the abolition of this system, the Company proposes the final payment of retirement
allowance to four Directors who are Audit and Supervisory Committee Members that are currently in officewithin a reasonable scope in accordance with the Company’s standards to compensate them for their efforts
while in office from assuming their offices until the conclusion of this General Meeting of Shareholders.
The Company proposes that the timing of the payments shall be the time of the retirement of each
Director, and the specific amounts, the method of payment, etc. shall be left to consultation among
Directors who are Audit and Supervisory Committee Members. The amount of the fixed monthly
remuneration for a Director who is an Audit and Supervisory Committee Member and the amount of
retirement allowance to be paid at the time of retirement shall be within the limits of the total amount of
remuneration resolved at the General Meeting of Shareholders held on June 25, 2015. The amount of
retirement allowance to be paid to the retiring Director is based on the Retirement Allowance Regulations
for Directors who are Audit and Supervisory Committee Members and is objective and reasonable.
The career summary of the Directors who are Audit and Supervisory Committee Members eligible forthe final payment of retirement allowance is as follows.
Name
Shinichi Hatakeyama

June 2016

Toshihiko Uchiyama

June 2015

Toshiyuki Kojima

June 2019

Reiko Miyata

June 2023

Career summary
Outside Director (Audit and Supervisory
Committee Member), the Company (current
position)
Outside Director (Audit and Supervisory
Committee Member), the Company (current
position)
Outside Director (Audit and Supervisory
Committee Member), the Company (current
position)
Outside Director (Audit and Supervisory
Committee Member), the Company (current
position)- 11 -

Reference 1

Composition of Officers after Approval of the Proposal (Management Team after June 26,
2024)

Each Director’s key skills and fields of expertise are marked with a ●.
Name

YoshiakiMatsudaPosition[Reappointment]

Koji
Tsushima[Reappointment]

RyuichiYamazaki[Reappointment]

Kenji Isawa[Reappointment]

Takehiro
Ueda
Masayuki
Wada
Hidehito
Imai[Reappointment][Reappointment][New
appointment]

Shinichi
Hatakeyama[Outside][Independent]

Toshihiko
Uchiyama[Outside][Independent]

Toshiyuki
Kojima[Outside][Independent]

Reiko
Miyata[Outside][Independent]

President
Executive Vice
President(Executive Vice
President Executive
Officer)
Director(Managing Executive
Officer)
Director(Senior Executive
Officer)
Director(Executive Officer)
Director(Executive Officer)
Director(Executive Officer)
Director(Chairperson of the
Audit and Supervisory
Committee)
Director(Audit andSupervisory
Committee Member)
Director(Audit andSupervisory
Committee Member)
Director(Audit andSupervisory
Committee Member)

Corporate
management

Focus
business andbusiness
experience

●

●

●

●

●

●

●

●

●

●

●

●

●

●

●

Finance andaccounting

Legal affairs
and riskmanagement

HR, labor
relations,and HRdevelopment

●
●

●
●

●

●

●

●

●

●

●

●

●

- 12 -ESG(Environment,
society,
governance,IT)●Executive Officer Team
Below is the planned list of Executive Officers after the 75th Ordinary General Meeting of Shareholders.
Name
Position
Responsibilities
Chairperson of Sustainability Committee
Yoshiaki Matsuda
President
and Chairperson of Nomination andRemuneration Committee
Assistant to the President and in charge
Executive Vice Presidentof Corporate Division and General
Koji Tsushima
Executive Officer
Manager of Corporate Management
Planning Dept.
Ryuichi Yamazaki

Managing Executive
Officer

Kenji Isawa

Senior Executive Officer

Takehiro Ueda

Executive Officer

Masayuki Wada

Executive Officer

Hidehito Imai

Executive Officer

Yuichiro Shindo

Senior Executive Officer

Yuji Masui

Executive Officer

General Manager of Precious Metals
Recycling Division

Yoshinori Tanaka

Executive Officer

General Manager of Accounting Dept.
and General Manager of CSR IR Dept.

Hiroyuki Kawamura

Executive Officer

General Manager of Agricultural
Products Dept., Foods Division

Kazuo Ikeda

Executive Officer

General Manager of Environmental
Solution Division

Executive Officer

General Manager of Metals/Environment
International Business Division andGeneral Manager of International Sales
and Marketing Dept.

Yasuyori Nishide(new appointment)- 13 -

General Manager of Metals/Environment
Sales Division
General Manager of Food Division andGeneral Manager of Business Planningand Promotion Dept.
General Manager of Administration
Dept., General Manager of FinanceDept. and in charge of Information
System Dept. and Bullion andCommodity Operations Dept.
General Manager of Human Resources
Dept., TRM Chairman, and in charge ofGeneral Affairs Dept. and Legal Dept.
General Manager of Production Control
Division and in charge of Quality
Assurance Dept.
General Manager of Precious Metals
Material Division, General Manager ofChemical Products Dept., General
Manager of Industrial Products Dept.,
and in charge of Technical Development
Dept.