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: 4206
June 3, 2022
To our shareholders:
Kenji Ebihara
Representative Director, President
and Executive Officer
Aica Kogyo Company, Limited
JP Tower Nagoya, 26F, 1-1-1
Meieki, Nakamura-Ku, Nagoya,
Aichi, JapanNOTICE OF
THE 122nd 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 122nd Annual General Meeting of Shareholders of Aica Kogyo
Company, Limited (the “Company”) will be held as described below.
In lieu of attending the General Meeting of Shareholders in person, you can exercise your voting rights
either in writing or via the internet. Please review the Reference Documents for the General Meeting of
Shareholders described hereinafter and exercise your voting rights no later than at 5:00 p.m. on Thursday,June 23, 2022 (Japan time).
1. Date and Time:

Friday, June 24, 2022 at 10:00 a.m. Japan time
(The reception starts at 9:00 a.m.)

2. Venue:

Conference Room No.5, the Company’s Nagoya Plant
2288 Nishihorie, Kiyosu, Aichi, Japan

3. Meeting Agenda:
Matters to be reported:1. The Business Report and Consolidated Financial Statements for the
122nd Fiscal Year (April 1, 2021–March 31, 2022) and results of auditsof the Consolidated Financial Statements by the Accounting Auditor
and the Audit and Supervisory Committee
2. Non-consolidated Financial Statements for the 122nd 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 Six (6) Directors (excluding Directors who are Audit andProposal 3:
Supervisory Committee Members)
Election of Three (3) Directors who are Audit and Supervisory Committee
Proposal 4:
Members
Election of One (1) Director who is a substitute Audit and Supervisory
Proposal 5:
Committee Member-1-◎ When attending the General Meeting of Shareholders, please submit the enclosed Voting Rights Exercise Formto the receptionist at the General Meeting of Shareholders.
◎ The following matters are posted on our internet website (https://www.aica.co.jp/) in accordance with applicablelaws and regulations and the provision of Article 20 of the Articles of Incorporation, and therefore, are notincluded in this Notice. Accordingly, the attached documents to this Notice are a part of the subjects audited by
the Audit and Supervisory Committee and the Independent Auditor in preparing the Audit Report.
(i) Overview of the system to ensure the appropriateness of operations in the business report and the operation
status of such system(ii) Consolidated statements of changes in net assets and notes to consolidated financial statements(iii) Statements of changes in net assets and notes to non-consolidated financial statements◎ Any amendments to the Business Report, Consolidated Financial Statements, Non-consolidated Financial
Statements and Reference Documents for the General Meeting of Shareholders will be posted on the Company's
internet website at https://www.aica.co.jp/.

In order to prevent the spread of the COVID-19 infection, we ask for your understanding andcooperation as follows:(i)

Wear a mask, use the disinfectant solution available at the venue, and take your temperature with a
non-contact thermometer at the entrance to the venue. Failure to do so may result in denial ofadmission.
(ii) Free shuttle bus services are not provided.
(iii) There will be no reception for shareholders after the General Meeting of Shareholders.
(iv) Souvenirs will not be provided.
If the future development of the situation forces us to significantly change the operation of theGeneral Meeting of Shareholders, we will notify the details of change on the website below.
https://www.aica.co.jp/-2-Reference Documents for the General Meeting of Shareholders
Proposals and References
Proposal No.1:

Appropriation of Surplus

The Company proposes the appropriation of surplus as follows.
[Matters related to year-end dividends]
In order to return profits to shareholders and realize sustainable growth of the Company, the Company
intends to pay its dividends after comprehensively considering its consolidated business performance
dividend payout ratio and retained earnings. Under the Medium-Term Business Plan "Change & Grow
2400," we will provide stable shareholder returns with a target consolidated dividend payout ratio of 50%.
The year-end dividend for the fiscal year under review is proposed as follows, taking into consideration
the above basic policy, past return results, financial conditions, and full-year business performance, etc.
(1) Type of dividend property
Cash(2) Matters related to allotment of dividend property and its total amount¥58 per share of common stock of the Company
Total amount: ¥3,790,059,532
As we already paid an interim dividend of 50 yen per share, the annual dividend for the fiscal year
ended March 31, 2022 will be 108 yen per share.
(3) Effective date of distribution of surplus
Monday, June 27, 2022

-3-

Proposal 2: Partial Amendments to the Articles of Incorporation(1) Reasons for proposal
1) Measures for electronic provision, etc. of reference documents for the general meeting ofshareholders
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 of 2019) will be enforced on
September 1, 2022. Accordingly, in order to prepare for the introduction of the system for electronic
provision of materials for the general meetings of shareholders, the Articles of Incorporation of theCompany shall be amended as follows.
(i) The proposed Article 20, Paragraph 1 provides that information contained in the referencematerials for the general meeting of shareholders, etc. shall be provided electronically.
(ii) The purpose of the proposed Article 20, 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 have requestedit.
(iii) The provisions related to the internet disclosure and deemed provision of the referencematerials for the general meeting of shareholders, etc. (Article 20 of the current Articles ofIncorporation) will become unnecessary and will therefore be deleted.
(iv) In line with the above establishment and deletion of the provisions, supplementary provisions
related to the effective date, etc. shall be established.
2) Liability exemption of Directors
In order to allow Directors to fully play their expected roles, Article 32, Paragraph 1 of the
Articles of Incorporation shall be newly established as a provision that allows Directors to be
exempted from liabilities by a resolution of the Board of Directors to the extent that is permitted
by the laws and regulations, and the current Article 32 shall be partially amended and set forth as
Article 32, Paragraph 2.
The Company has obtained the consent of each Audit Committee member with respect to theamendment of Article 32 of the Articles of Incorporation.
(2) Details of the Amendments
The details of the amendments are as follows.
(Amended parts are underlined.)
Proposed Amendments
Chapter 1 General Provisions

Current Articles of Incorporation
Chapter 1 General Provisions
Articles 1 to 5

<Omitted>

Articles 1 to 5

Chapter 2 Shares
Articles 6 to 12

Chapter 2 Shares<Omitted>

Articles 6 to 12

Chapter 3 General Meeting of Shareholders
Articles 13 to 19<Unchanged><Omitted>

Chapter 3 General Meeting of Shareholders
Articles 13 to 19(Internet Disclosure and Deemed Provision ofReference Materials for the General Meeting of
Shareholders, etc.)
Article 20 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 referencematerials for the general meeting ofshareholders, business report, non--4-

<Unchanged><Unchanged><Deleted>

Current Articles of Incorporation
consolidated financial statements, andconsolidated financial statements, bydisclosing such information through theinternet in accordance with theprovisions provided in the Ordinance ofthe Ministry of Justice.
<Newly established>

Articles 21

Proposed Amendments(Measures for Electronic Provision, etc. ofReference Documents for the General Meeting of
Shareholders)
Article 20 The Company shall, when convening
a general meeting of shareholders,provide information contained in thereference materials 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 Ordinance ofthe Ministry of Justice in the paper
copy to be sent to shareholders who
have requested it by the record date
for voting rights.

<Omitted>

Article 21<Unchanged>

Chapter 4 Directors and Board of Directors

Chapter 4 Directors and Board of Directors

Articles 22 to 31

Articles 22 to 31<Omitted>(Liability Exemption of Outside Directors)
Articles 32 <Newly established>

Pursuant to the provisions provided forin Article 427, Paragraph 1 of theCompanies Act, the Company may enter
into agreements with Outside Directors
to limit the liabilities of the Outside
Directors as provided for in Article 423,
Paragraph 1 of the Companies Act. In
this regard, however, the amount of thelimit of liabilities pursuant to such an
agreement shall be the amounts
provided for in applicable laws andregulations.

-5-<Unchanged>(Liability Exemption of Directors)
Article 32 Pursuant to the provisions provided
for in Article 426, Paragraph 1 of theCompanies Act, the Board of
Directors may resolve to exempt fromliabilities the directors as prescribedin Article 423, Paragraph 1 of theCompanies Act (including former
directors) to the extent that ispermitted by the laws and regulations.
2. Pursuant to the provisions provided
for in Article 427, Paragraph 1 of theCompanies Act, the Company may
enter into agreements with Directors(excluding those who are Executive
Officers, etc.) to limit the liabilities asprovided for in Article 423, Paragraph
1 of the Companies Act. In thisregard, however, the amount of thelimit of liabilities pursuant to such an
agreement shall be the amounts
provided for in applicable laws andregulations.

Current Articles of Incorporation
Chapter 5 Audit and Supervisory Committee
Articles 33 to 35<Omitted>

Articles 33 to 35

Chapter 6 Independent Auditor
Articles 36 to 37<Unchanged>

Chapter 6 Independent Auditor<Omitted>

Articles 36 to 37

Chapter 7 Calculation
Articles 38 to 41

Proposed Amendments
Chapter 5 Audit and Supervisory Committee<Unchanged>

Chapter 7 Calculation<Omitted>

Articles 38 to 41

Supplementary provisions(Transitional Measures Concerning Exemption from
Liabilities of Outside Corporate Auditors)
Article 37 of the Articles of Incorporation prior
to the amendment by the resolution of the 120th
Annual General Meeting of Shareholders shallapply to the agreement to limit liabilities fordamages under Article 423, Paragraph 1 of theCompanies Act with respect to the acts of
Outside Corporate Auditors (including persons
who were previously Outside Corporate
Auditors) prior to the conclusion of the 120th
Annual General Meeting of Shareholders.
<Newly Established><Unchanged>

Supplementary provisions<Deleted>

1. The deletion of Article 20 (Internet
Disclosure and Deemed Provision ofReference Materials for the General Meetingof Shareholders, etc.) of the current Articles
of Incorporation and the new establishmentof proposed Article 20 (Measures forElectronic Provision, etc. of Reference
Documents for the General Meeting of
Shareholders) 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 20 of the current
Articles of Incorporation (Internet Disclosure
and Deemed Provision of Reference
Materials for the General Meeting of
Shareholders, etc.) shall remain in force withrespect to a general meeting of shareholders
to be held on a date within six months fromthe 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.

<Newly Established><Newly Established>-6-

Current Articles of Incorporation

Proposed Amendments

Revised on June 23, 2009
Revised on June 23, 2016
Revised on June 22, 2018
Revised on June 23, 2020
<Newly established>

Revised on June 23, 2009
Revised on June 23, 2016
Revised on June 22, 2018
Revised on June 23, 2020
Revised on June 24, 2022

-7-

Proposal 3: Election of Six (6) Directors (excluding Directors who are Audit and Supervisory
Committee Members)
The term of office of all six (6) Directors (excluding Directors who are Audit and Supervisory Committee
Members) will expire at the conclusion of this Annual General Meeting of Shareholders, and therefore, theCompany requests the election of six (6) Directors (excluding Directors who are Audit and Supervisory
Committee Members).
The candidates for Directors (excluding Directors who are Audit and Supervisory Committee Members)
are as follows.
No.

Name

1

[Reappointment]

Yuji Ono

2[Reappointment]

Kenji Ebihara

3[Reappointment]

Satoshi Toudou

4[Reappointment]

Nobuyuki Omura

Current positions
Representative Director andChairman
Representative Director,
President and Executive Officer
Director and Senior Managing
Executive Officer
Director and Managing
Executive Officer[Reappointment][Outside]
Kenji Ogura
Director[Independent][Reappointment]
6 [Outside]
Ayako Shimizu
Director[Independent]
The percentage figures are rounded off to the nearest specified unit.
5-8-

Attendance at the Boardof Directors meetings
14/14 (100%)
14/14 (100%)
13/14 ( 93%)
14/14 (100%)
14/14 (100%)
14/14 (100%)

No.

Name
(Date of birth)

Career summary, positions, responsibilities,
and significant concurrent positions
April 1979
April 2000
October 2002
April 2004

1

Yuji Ono
June 2004(August 24, 1956)
October 2004
[Reappointment] April 2008
June 2008
June 2009
June 2010
June 2018
April 2022

Number ofshares of theCompany held

Joined Aica Kogyo Company, Limited
66,967 shares
General Manager, Chemical Development
Department 1
General Manager, Sales Department, theChemical Products Business Unit
Deputy President of the Chemical Products
Business Unit
Attendance at
Executive Officer
the Board of
Director, R&D Center 2
Directors
President of the Chemical Products Business Unit
meetings
Director
14/14
Managing Director(100%)
Representative Director (present)
Director and President
President and Executive Officer
Representative Director and Chairman (present)[Reason for nomination as candidate for Director]
Mr. Yuji Ono has overseen the management of AICA Group as Representative Director for the past 12
years, and has led the business by establishing AICA’s 10 Years Vision and the Medium-Term BusinessPlan.
In addition, since April 2022, he has chaired the Board of Directors as Representative Director andChairman and promoted measures to improve the Company's corporate governance. The Company judgesthat Mr. Yuji Ono is qualified to continue to enhance the corporate value and sustainable growth of AICA
Group, and has therefore nominated him as a candidate for Director.

-9-

No.

Name
(Date of birth)

Career summary, positions, responsibilities,
and significant concurrent positions
April 1991
April 2009
October 2010
April 2013
April 2015

Kenji Ebihara(April 15, 1967)[Reappointment]
2June 2017
June 2018
April 2019
June 2019
April 2020

April 2022

Number ofshares of theCompany held

Joined Aica Kogyo Company, Limited
12,854 shares
General Manager, Chemical Development
Department, R&D Center
Manager, Jimokuji Laboratory, R&D Center
General Manager, R&D Center
President of the Specialty & Performance
Materials Business Unit
Attendance at
Executive Officer
the Board of
Senior Executive Officer
Directors
Managing Executive Officer
meetings
Director
14/14
President of the Chemical Products Business(100%)
Unit
Deputy General Manager, Sales Administration
Division
Representative Director (present)
President and Executive Officer (present)[Reason for nomination as candidate for Director]
Mr. Kenji Ebihara has extensive experience and knowledge, especially in R&D, and has been leading
both of the unit’s businesses as President of the Specialty & Performance Materials Business Unit since2015 and then President of the Chemical Products Business Unit since 2020.
Since April 2022, he has been serving as Representative Director, President and Executive Officer tocreate and expand high growth businesses and strengthen the profit base and management foundation of
the Company. The Company judges that Mr. Kenji Ebihara is qualified to continue to enhance thecorporate value and sustainable growth of AICA Group, and has therefore nominated him as a candidate
for Director.

- 10 -

No.

Name(Date of birth)

Career summary, positions, responsibilities,
and significant concurrent positions
April 1980
March 2007
April 2009

Satoshi Toudou(August 16, 1957)[Reappointment]
3

June 2009
January 2010
June 2010
April 2013

June 2014
April 2015
October 2015
April 2017
April 2018
June 2018
April 2019
March 2020
April 2021

Number ofshares of theCompany held

Joined The Tokai Bank, Ltd. (today’s MUFG
29,115 shares
Bank, Ltd.)
General Manager, Moriguchi Branch, The Bankof Tokyo-Mitsubishi UFJ, Ltd. (today’s MUFG
Bank, Ltd.)
Joined Aica Kogyo Company, Limited
Responsible for General Affairs Department,
General Manager, Financial Planning
Department
Executive Officer
General Manager, General Planning Department
Director
General Manager, Overseas Business
Attendance at
Department
the Board ofPresident and Representative Director, NISHI
Directors
TOKYO CHEMIX Corporation
meetings
Managing Director
Responsible for Finance Department
13/14 (93%)
Responsible for Corporate Planning Department
Responsible for Corporate Planning Department
Responsible for Logistics Department
Responsible for Operations Control Department
Director (present)
Senior Managing Executive Officer (present)
Responsible for Systems Department
General Manager, Corporate Planning Department
President of the Laminates and Building
Materials Business Unit (present)
Senior General Manager, Sales Division (present)[Reason for nomination as candidate for Director]
Mr. Satoshi Toudou has extensive experience and knowledge, especially in accounting and finance, andhas engaged in the Company's management as Director since 2010. Since April 2021, he has been
President of the Laminates and Building Materials Business Unit and in charge of its business. The
Company judges that Mr. Satoshi Toudou is qualified to continue to enhance the corporate value andsustainable growth of AICA Group, and has therefore nominated him as a candidate for Director.

- 11 -

No.

Name(Date of birth)

Career summary, positions, responsibilities,
and significant concurrent positions
April 1988
October 2003
June 2008
January 2009
April 2009
June 2009
April 2011

Nobuyuki Omura(April 7, 1964) December 2012
[Reappointment]
4

April 2015
April 2016
June 2017
April 2018
June 2018
April 2020
April 2022

Number ofshares of theCompany held

Joined MITSUI & CO., LTD.
Manager, General Merchandise Division, General 23,206 shares
Merchandise Department, Chubu Office
Deputy General Manager, Consumer Service
Business Unit II
Joined Aica Kogyo Company, Limited
Deputy General Manager, Overseas Business
Department
General Manager, Overseas Business Department
Director
Manager of New Business Office, Legal & Internal
Audit Units, Public Relations & IR Groupe
Attendance at
Director and Deputy Chairman, Aica Asia Pacificthe Board of
Holding Pte. Ltd.
Directors
Director and Chairman, Aica Asia Pacific Holding
meetings
Pte. Ltd.
Responsible for Overseas Business of the Chemical
14/14
Products Business Unit
(100%)
Managing Director
President of the Chemical Products Business Unit
Deputy Senior General Manager, Sales Division
Director (present)
Managing Executive Officer (present)
President of the Specialty & Performance Materials
Business Unit
President of the Chemical Products Business Unit (present)
Deputy Senior General Manager, Sales Division (present)[Reason for nomination as candidate for Director]
Mr. Nobuyuki Omura has extensive experience and knowledge, especially in overseas business, and has
engaged in the Company's management as Director since 2009. He had been President of the Specialty &Performance Materials Business Unit since April 2020 and has been President of the Chemical Products
Business Unit and in charge of its business since April 2022. The Company judges that Mr. Nobuyuki
Omura is qualified to continue to enhance the corporate value and sustainable growth of AICA Group,and has therefore nominated him as a candidate for Director.

- 12 -

No.

Name(Date of birth)

Career summary, positions, responsibilities,
and significant concurrent positions
April 1970
October 1988
June 1995
October 1997

Kenji Ogura(October 1, 1947)[Reappointment][Outside][Independent]

June 2002
June 2003
June 2005
January 2011
June 2012
June 2014

5

June 2015

Number ofshares of theCompany held

Joined Sony Corporation
0 sharesDirector and General Manager, Administration
Department, Sony Nagasaki Co., Ltd.
Director and General Manager, Administration
Department, Sony Kokubu Co., Ltd.
Director and General Manager, Administration
Department, ST Liquid Crystal Display
Corporation
Managing Director, ST Liquid Crystal Display
Attendance at
Corporation
the Board ofRepresentative Director and Vice President, ST
Directors
Liquid Crystal Display Corporation
meetings
Representative Director and President, ST Liquid
Crystal Display Corporation
14/14
Auditor, Carrier Integration Inc.
(100%)
Auditor, Wafer Integration Inc.
Outside Auditor, Cool. revo Inc.
Outside Director, Aica Kogyo Company, Limited(present)
Outside Director, Cool. revo Inc. (present)[Reason for nomination as candidate for Outside Director and Expected Roles]
Mr. Kenji Ogura has been engaged in corporate management for many years and has extensive experienceand knowledge as a corporate executive. Since 2014, he has provided objective and neutral advice on all
aspects of the Company's management as Outside Director, and therefore, the Company judges that Mr.
Kenji Ogura is qualified to continue to enhance the corporate value and sustainable growth of AICA Groupand has nominated him as a candidate for Outside Director, looking forward to his continued leadership as
Chairman of the Governance Committee by drawing on his wealth of experience and deep insight inoverseeing the Company's management.
He will have been in office as Outside Director for eight (8) years at the conclusion of this General
Meeting of Shareholders.
* Mr. Kenji Ogura is a candidate for Outside Director as stipulated in Article 2, Paragraph 3, Item 7 of theOrdinance for Enforcement of the Companies Act.
* Mr. Kenji Ogura is registered with the Tokyo Stock Exchange and the Nagoya Stock Exchange as
independent director as stipulated by both Exchanges.
* If the election of Mr. Kenji Ogura is approved, the Company will continue the agreement with him to
limit liabilities for damages under Article 423, Paragraph 1 of the Companies Act, pursuant to Article
427, Paragraph 1 of the same Act. The maximum amount of liabilities for damages under this agreement
is the minimum liability amount stipulated in Article 425, Paragraph 1 of the same Act.

- 13 -

No.

Name(Date of birth)

Career summary, positions, responsibilities,
and significant concurrent positions
April 1999
April 2015
April 2016
April 2017

Ayako Shimizu
January 2018
(June 6, 1972)
April 2019
(Name on the
Family Register: December 2019
Ayako Watanabe)
April 2020
[Reappointment]
June 2020[Outside][Independent]
March 2021
August 2021
6

September 2021

Registered as attorney, joined Ishihara Law Office(present)
Deputy Chair, Aichi Bar Association
Director, CHUBU Federation of Bar Associations
Member, Aichi Dispute Coordinating Committee
Member, Nagoya City Information Disclosure
Screening Commission (present)
Judicial Commissioner (present)
Mediator/Arbitrator, Dispute Resolution Center,
Aichi Prefecture Bar Association (present)
Outside Director, MTG Co., Ltd.(member of Audit
and Supervisory Committee) (present)
Member, Ombuds 6 Committee,
Nagoya Broadcasting Network (present)
Outside Director, Aica Kogyo Company, Limited(present)
Outside Director, SYNCLAYER, Inc.(member ofAudit and Supervisory Committee)(present)
Chair of Aichi Prefectural Construction Work
Disputes Committee (present)
Member of Subcommittee of Code of Civil
Procedure (Digitalization-related), Legislative
Council of the Ministry of Justice

Number ofshares of theCompany held
0 shares

Attendance at
the Board of
Directors
meetings
14/14(100%)[Reason for nomination as candidate for Outside Director and Expected Roles]
Although Ms. Ayako Shimizu has no direct experience of engaging in corporate management, she has
provided advice as Outside Director based on her diversity perspectives and utilized her extensive expertiseand experience as an attorney in supervising and auditing the Company's management. The Company has
nominated her as a candidate for Outside Director in the expectation that she will continue to makeproposals and provide advice to the Board of Directors and the Governance Committee from legal
perspectives.
She will have been in office as Outside Director for two (2) years at the conclusion of this General Meetingof Shareholders.
* Ms. Ayako Shimizu is a candidate for Outside Director as stipulated in Article 2, Paragraph 3, Item 7 of
the Ordinance for Enforcement of the Companies Act.
* Ms. Ayako Shimizu is registered with the Tokyo Stock Exchange and the Nagoya Stock Exchange as
independent director as stipulated by both Exchanges.
* If the election of Ms. Ayako Shimizu is approved, the Company will continue the agreement with her tolimit liabilities for damages under Article 423, Paragraph 1 of the Companies Act, pursuant to Article
427, Paragraph 1 of the same Act. The maximum amount of liabilities for damages under this agreement
is the minimum liability amount stipulated in Article 425, Paragraph 1 of the same Act.
Notes: 1. There are no special interests between the candidates and the Company.
2. The Company has concluded a directors and officers liability insurance policy with an insurancecompany, and each candidate will be included as an insured person under this insurance policy if
his/her appointment proposal is approved. For details of the insurance policy, please see page 21 of
the Business Report.

- 14 -

Proposal 4: Election of Three (3) Directors who are Audit and Supervisory Committee Members
The terms of office of all three (3) Directors who are Audit and Supervisory Committee Members will
expire at the conclusion of this General Meeting of Shareholders, and therefore, the Company requests theelection of three (3) Directors who are an Audit and Supervisory Committee Members.
The Company has obtained approval from the Audit and Supervisory Committee with respect to this
proposal.
The candidates for Directors who are an Audit and Supervisory Committee Members are as follows.

No.

Name
(Date of birth)

Career summary, positions
and significant concurrent positions
April 1982
May 2000
April 2003
April 2006
October 20091

Ryoji Mori
(September 29,
1959)

June 2011
June 2013
June 2015
April 2018

[Reappointment]

June 2018
April 2019
April 2020

April 2021
June 2021

Number ofshares of theCompany held

Joined Aica Kogyo Company, Limited
General Manager, Laminates Production Department
Plant Manager of Headquarters, Production Control
Department, the Laminates Business Unit
General Manager, Production Control Department,
the Laminates Business Unit
General Manager, Production Control Department,
the Chemical Products Business Unit
Executive Officer
Senior Executive Officer
Director
18,064 shares
Responsible for Production,
General Manager, Purchasing Department
Managing Executive Officer
Responsible for Safety and Environment Department,
Responsible for Purchasing Department
Deputy President of the Laminates and Building
Materials Business Unit, Responsible for Technology,
the Laminates and Building Materials Business Unit,
General Manager, Production Control Department,
the Laminates and Building Materials Business Unit
Assistant to President, Responsible for Special
Missions
Director (member of Audit and Supervisory Committee)(present)[Reason for nomination as candidate for Director who is Audit and Supervisory Committee Member]
Mr. Ryoji Mori has extensive experience and expertise in overall aspects of the Company's business.
After serving as Director, he has utilized his experience and expertise in supervising and monitoring theCompany's overall management as an Audit and Supervisory Committee Member since June 2021. The
Company believes that Mr. Ryoji Mori will continue to be able to perform his duties appropriately and has
therefore nominated him as a candidate for Director who is an Audit and Supervisory Committee Member.

- 15 -

No.

Career summary, positions
and significant concurrent positions

Number ofshares of theCompany held

Joined Konishiroku Photo Industry Co., Ltd. (today’s
KONICA MINOLTA, INC.)
October 1985 Joined Ito Accountants Audit Firm
March 1989
Registered as Certified Public Accountant (CPA)
July 2005
Senior Partner, Chuo Aoyama PwC
August 2007
Senior Partner, Azusa Audit Firm (today’s KPMG
AZSA LLC)
September 2010 Director, KPMG AZSA LLC
September 2014 Auditor, KPMG AZSA LLC
July 2018
Director, Miyamoto Masashi CPA Office (present)
June 2019
Outside Auditor, Aica Kogyo Company, Limited
June 2020
Outside Director (member of Audit and Supervisory
Committee), Aica Kogyo Company, Limited (present)
Outside Director (member of Audit and Supervisory
Committee), Meito Sangyo Co., Ltd. (present)

0 shares

Name(Date of birth)
April 1978

Shoji Miyamoto(February 8, 1956)[Reappointment][Outside][Independent]

2[Reason for nomination as candidate for Outside Director who is Audit and Supervisory Committee
Member and Expected Roles]
The Company expects that Mr. Shoji Miyamoto will continue to perform his duties as Outside Director
who is an Audit and Supervisory Committee Member by utilizing his expertise and experience as a certified
public accountant, etc. to strengthen the Company's auditing system and has therefore nominated him as a
candidate for Director who is an Audit and Supervisory Committee Member. He will have been in office as
Outside Director for two (2) years at the conclusion of this General Meeting of Shareholders.
* Mr. Shoji Miyamoto is a candidate for Outside Director as provided for in Article 2, Paragraph 3, Item 7of the Ordinance for Enforcement of the Companies Act.
* Mr. Shoji Miyamoto is registered with the Tokyo Stock Exchange and the Nagoya Stock Exchange as
independent director as stipulated by both Exchanges.
* If the election of Mr. Shoji Miyamoto is approved, the Company will continue the agreement with him to
limit liabilities for damages under Article 423, Paragraph 1 of the Companies Act, pursuant to Article 427,
Paragraph 1 of the same Act. The maximum amount of liabilities for damages under this agreement is theminimum liability amount stipulated in Article 425, Paragraph 1 of the same Act.

- 16 -

Name(Date of birth)

No.

Career summary, positions
and significant concurrent positions
March 1983
April 1985

Mitsuko Yamamoto(January 1, 1957) September(Name on the Family 1998
Register: Mitsuko
July 2016
Ando)
July 2017[New appointment]
July 2019[Outside]
July 2020[Independent]
June 2021
3

Joined Womanstaff Co. Ltd.
Director and General Manager, Sales Division,
Womanstaff Co. Ltd.
Womanstaff Co. Ltd. renamed to Peoplestaff Co., Ltd.
Senior Managing Director, Peoplestaff Co., Ltd.
Peoplestaff Co., Ltd. merged with TEMPSTAFF CO., LTD.
Director, Managing Officer, TEMPSTAFF CO., LTD.
TEMPSTAFF CO., LTD. renamed PERSOLTEMPSTAFF CO., LTD.
Director, PERSOL TEMPSTAFF CO., LTD.
Advisor (full-time), PERSOLTEMPSTAFF CO., LTD. (present)
Inspector (part-time), Meijo University (present)
Outside Director, Chuo Spring Co., Ltd. (present)

Number ofshares of theCompany held

500 shares[Reason for nomination as candidate for Outside Director who is Audit and Supervisory Committee Member
and Expected Roles]
Ms. Mitsuko Yamamoto has abundant experience as a corporate manager and extensive knowledge,
especially in terms of labor management and diversity. The Company expects that she will be able to utilize
her knowledge and experience, etc. to strengthen the Company's auditing system and appropriately perform
her duties as Outside Director who is an Audit and Supervisory Committee Member and has therefore
nominated her as a candidate for Director who is an Audit and Supervisory Committee Member.
* Ms. Mitsuko Yamamoto is a candidate for Outside Director as provided for in Article 2, Paragraph 3, Item
7 of the Ordinance for Enforcement of the Companies Act.
* If the election of Ms. Mitsuko Yamamoto is approved, she will be registered with the Tokyo Stock
Exchange and the Nagoya Stock Exchange as independent director as stipulated by both Exchanges.
* If the election of Ms. Mitsuko Yamamoto is approved, the Company will enter into an agreement with her
to limit liabilities for damages under Article 423, Paragraph 1 of the Companies Act, pursuant to Article
427, Paragraph 1 of the same Act. The maximum amount of liabilities for damages under this agreement
is the minimum liability amount stipulated in Article 425, Paragraph 1 of the same Act.

Notes:

1. There are no special interests between the candidates and the Company.
2. The Company has concluded a directors and officers liability insurance policy with an insurancecompany, and each candidate will be included as an insured person under this insurance policy if
his/her appointment proposal is approved. For details of the insurance policy, please see page 21 of
the Business Report.

- 17 -

[Reference] Skill Matrix of the Candidates for Directors
Position at
the Company(After Approval)

No.

Name

1

Yuji Ono2

Kenji
Ebihara3

SatoshiToudou4

Nobuyuki
Omura

5

Kenji
Ogura

Director

6

Ayako
Shimizu

Director

7

Ryoji Mori

8

Shoji
Miyamoto

9

Mitsuko
Yamamoto

Representative
Director andChairman
Representative
Director,
President andExecutive Officer
Director and Senior
Managing
Executive Officer
Director andManaging
Executive Officer

Director
Audit andSupervisory
Committee
MemberDirector
Audit andSupervisory
Committee
MemberDirector
Audit andSupervisory
Committee
MemberExpertise of Directors
Attribute

Technology,
Corporate International Sales &Industrial
Legal and risk Finance andSustainability
Management experience Marketing engineering
management accounting
and R&D

Reappointment
Inside

〇

〇

〇

〇

〇

Reappointment
Inside

〇

〇

〇

〇

〇

Reappointment
Inside〇〇〇〇Reappointment
Inside〇〇〇〇Reappointment
OutsideIndependent
Reappointment
OutsideIndependent〇

Reappointment
Inside〇Reappointment
OutsideIndependent〇

New
appointment
OutsideIndependent〇- 18 -

〇

〇

〇

〇

〇

〇

〇

〇

〇

〇

〇

〇

〇

〇

〇

〇

Proposal 5:

Election of One (1) Director who is a substitute Audit and Supervisory Committee Member

As the effective tenure of substitute Audit and Supervisory Committee Member Manabu Haruma shall
expire at the beginning of this General Meeting of Shareholders, the Company proposes the election of
one (1) Director who is a substitute Audit and Supervisory Committee Member to prepare for acontingency in which the number of Audit and Supervisory Committee Members becomes less than thenumber required by laws and regulations.
The Audit and Supervisory Committee has given its consent for this proposal.
The candidate for Director who is a substitute Audit and Supervisory Committee Member is as follows.
Number of
Name
Career summary, positions
sharesof the(Date of birth)and significant concurrent positions
Company held
October 2001
Registered as attorney, joined Ishihara Law Office
October 2006

Established Haruma Noguchi Law Office (today’s
and LEGAL LPC)
<Significant concurrent positions>
Senior Partner, and LEGAL LPC
Outside Corporate Auditor, Nextage Co., Ltd.
Outside Audit & Supervisory Board Member, POVA KOGYO CO., LTD.
Outside Auditor, COPRO-HOLDINGS Co., Ltd.
[Reason for nomination as candidate for Outside Director who is a
substitute Audit and Supervisory Committee Member and Expected
Roles]
Although Mr. Manabu Haruma has no direct experience in engaging
in corporate management, the Company expects that he will be able toutilize his extensive legal knowledge and experience, etc. as an attorneyin auditing and supervising the Company and perform his duties
Manabu Haruma appropriately as Outside Director who is an Audit and Supervisory(November 4, 1973) Committee Member and has therefore nominated him as a candidate for
Outside Director who is a substitute Audit and Supervisory Committee
Member.
[Outside][Independent]* Mr. Manabu Haruma is a candidate for Outside Director who is a
substitute Audit and Supervisory Committee Member.
* If Mr. Manabu Haruma is appointed to Outside Director who is an
Audit and Supervisory Committee Member, he will be registered with
the Tokyo Stock Exchange and the Nagoya Stock Exchange as anindependent director as stipulated by both Exchanges.
* If Mr. Manabu Haruma is appointed to Outside Director who is an
Audit and Supervisory Committee Member, the Company will enter
into an agreement with him to limit liabilities for damages under
Article 423, Paragraph 1 of the Companies Act, pursuant to Article
427, Paragraph 1 of the same Act. The maximum amount of liabilities
for damages under this agreement is the minimum liability amountstipulated in Article 425, Paragraph 1 of the same Act.
* The resolution to elect Mr. Manabu Haruma as Director who is a
substitute Audit and Supervisory Committee Member will be effective
until the beginning of the Annual General Meeting of Shareholders
relating to the last fiscal year ending within two (2) years of thisAnnual General Meeting of Shareholders.

0 sharesNote: 1. There are no special interests between the candidate and the Company.
2. The Company has concluded a directors and officers liability insurance policy with an insurancecompany, and the candidate will be included as an insured person under this insurance policy if Mr.

- 19 -

Manabu Haruma is appointed to Outside Director who is an Audit and Supervisory Committee
Member. For details of the insurance policy, please see page 21 of the Business Report.

- 20 -

[Reference]
The Company judges that Outside Director of the Company shall be independent if none of thefollowing items 1 to 10 applies.
1.

Executive officer of the Company and its consolidated subsidiaries at present and during the past
10 years
2. The Company's accounting auditor or its employee
3. A business partner or its executive officer whose major customer is the Company and whosetransaction amount with the Company accounts for 2% or more of its or his/her net sales
4. A major business partner or its executive officer whose transaction amount accounts for 2% or moreof the Company’s consolidated net sales
5. A person who receives annual donations of 10 million yen or more from the Company
6. Consultants, accounting experts, legal experts, etc. who receive 10 million yen or more per year in
cash or other financial benefits from the Company other than remuneration for directors andcorporate auditors (If the person receiving such property is a corporation, organization, etc., a person
who executes the business of the corporation, organization, etc. that receives 2% or more of its net
sales from the Company)
7. A person who holds 10% or more of the total voting rights of the Company
8. A person who falls under any of the above criteria 2 to 7 applies in the past three years
9. A person whose spouse and relative up to the second degree of kinship fall under any of the above
criteria 1 to 8
10. Any other party that may have a conflict of interest with our general shareholders- 21 -