Security code 6373
June 2, 2021
To

Shareholders
I-197 Kumasaka-machi, Kaga City, Ishikawa
Daido Kogyo Co., Ltd.
President
Hirofumi Araya

Notice of Convocation of the 128th Ordinary General Meeting of
Shareholders
You are cordially invited to attend the 128th Annual General Meeting of Shareholders of DAIDO KOGYO CO., LTD. (the "Company").
The meeting will be held as described below.
In holding this General Meeting, we have carefully examined the propriety of holding from the viewpoint of preventing the recent
spread of the novel coronavirus infection and decided to take appropriate measures deemed necessary to hold the Meeting.
Accordingly, in order to prevent the spread of the novel coronavirus infection, shareholders are recommended to refrain from
attending the Meeting and exercise voting rights prior to the Meeting in writing (mailing) or electronically (Internet, etc.) byWednesday, June 23, 2021, at 5:00 p.m. Before voting, please take the time to examine the Reference Documents for the General
Meeting of Shareholders on the following pages.
Sincerely yours
１． Date and Time
２． P l a c e
３． Agenda of theM e e t i n g
Matter to ber e p o r t e d

Proposals to bere s o l ved
Proposal No. 1
Proposal No. 2

Thursday, June 24, 2021, at 10:00 a.m.
Main Hall, 1st floor of CHIENKAN
I-197 Kumasaka-machi, Kaga City, Ishikawa(Please refer to the hall map at the end of this document.)
1. Business Report, Consolidated Financial Statements, and the results of the audits of the Consolidated
Financial Statements by the Accounting Auditor and the Board of Company Auditors for the 128th Fiscal
Term (from April 1, 2020 to March 31, 2021)
2. Non-Consolidated Financial Statements for the 128th Fiscal Term (from April 1, 2020 to March 31, 2021)

Appropriation of surplus
Election of six Directors (except Directors serving the Audit and Supervisory Committee)

For those attending the Meeting, please read the "Requests for Preventing Infection Spread of the Novel Coronavirus (COVID-19)" onpage 2 of this Notice and present the enclosed Voting Rights Exercise Form at the reception desk on arrival at the meeting.
Of the documents that should be provided in this Notice of Convocation, the following are posted on the Company's Internet website(as shown below) pursuant to the provision of the applicable laws and regulations and the Articles of Association of the Company:"Systems for ensuring the appropriateness of business and the status of operation of such systems," "Basic policy on corporate control,"and "Policy on deciding dividends of surplus, etc." in the Business Report, as well as "Notes to Consolidated Financial Statements" in theConsolidated Financial Statements and "Notes to Non-Consolidated Financial Statements" in the Non-Consolidated Financial Statements.
Any revisions to the Reference Materials for the General Meeting of Shareholders, Business Report, Financial Statements andConsolidated Financial Statements will be posted on the Company's website on the Internet (see below).
Company's website：https://www.did-daido.co.jp/－

1 －Requests for Preventing Infection Spread of the Novel Coronavirus (COVID-19)
1. Prior exercise of voting rights
In order to prevent the spread of the novel coronavirus infection, shareholders are recommended to refrain from
attending this General Meeting and exercise voting rights prior to the Meeting in writing or through the Internet, etc.
< Time limit for exercising voting rights: Arrived or sent by Wednesday, June 23, 2021, 5:00 p.m. >2. The Company's responsive actions- No small gift is delivered to shareholders who attend the General Meeting.
- On the day of the General Meeting, the Company's directors and operation staff of the General Meeting undergo
health check including temperature and wear a face mask.
- Alcohol disinfectants are arranged for use by shareholders near the reception of the Hall.
・In order to reduce the risk of infection, seats in the Hall are arranged keeping a wide space between seats, so thatthe number of seats available in the Hall is expected to decrease significantly as in the previous year. Pleaseforgive us if there is no seat available for you.
- In this General Meeting, in order to reduce the time of meeting for preventing the infection spread, we are goingto omit detailed presentation of the matters to be reported and agenda items in the Hall. Shareholders are
cordially requested to read in advance the Notice of Convocation of this General Meeting, etc.
- We may limit the number of directors who attend the General Meeting from the viewpoints of preventing
infection spread and continuation of the Company's business, regardless of their health condition on the day of
Meeting.
3. Requests to shareholders attending the General Meeting- Shareholders who attend the General Meeting are requested to cooperate in the measures taken to prevent theinfection spread, including spraying an alcohol disinfectant and wearing a face mask.
- Operation staff may approach and ask shareholders who are coughing or otherwise look sick. They may berequested to check the temperature or move to another seat or leave the Hall. We appreciate your understandingin advance.
- We will change the aforementioned actions as appropriate according to future situations. If you intend to attend
the General Meeting, please be sure to check with our website (https://www.did-daido.co.jp/) in advance.
We are very sorry for a lot of inconvenience and disruption we caused to shareholders and appreciate yourunderstanding and cooperation in consideration of the circumstances.

－

2 －Information on the Exercise of Voting Rights
The right to vote at general meetings of shareholders is an important right of shareholders.
Please exercise your voting rights after reviewing the Reference Documents for the General Meeting of
Shareholders shown below.
The following three methods are available for exercising voting rights.

If attending the General
Meeting of Shareholders

If exercising voting rights
by mail (postal mail)If exercising voting rights
through the Internet, etc.

Please present the enclosed Voting
Rights Exercise Form at the reception
deskPlease indicate your approval ordisapproval of the proposals on theenclosed Voting Rights Exercise Formin accordance with the following
instructions and return it to us

Please follow the instructions on thenext page to enter your approval ordisapproval of the proposals.

Date and Time

Exercise period

Exercise period

10:00 a.m. (reception starts at 9:00 a.m.)Thursday, June 24, 2021

Arrival by Wednesday, June 23, 2021,
5:00 p.m.

Input by Wednesday, June 23, 2021,
5:00 p.m.

Information on how to fill out the Voting Rights Exercise Form
Please enter your approval or disapproval for the
proposals here.
Proposal No. 1
 When you approve: >>Put the mark "○" in the "Approval"
column.
 When you disapprove: >> Put the mark "○" in the"Disapproval" column.

Proposal No. 2
 When you approve all candidates:>> Put the mark "○" in the "Approval" column.
 When you disapprove all candidates:>> Put the mark "○" in the "Disapproval" column.
 When you disapprove some candidates:>> Put the mark "○" in the "Approval" column and enter thenumbers of candidates you disapprove.
*The Voting Rights Exercise Form is a sample image.

If you exercise your voting rights both by mail (postal mail) and through the Internet, etc., we will treat the exercise of voting rights
through the Internet, etc. as a valid exercise of voting rights. If you exercise your voting rights multiple times through the Internet, etc.,
we will treat the last vote as a valid exercise of voting right－

3 －Guide to voting right exercise over the Internet, etc.
How to read QR Code“Smart Exercise”

How to enter the voting code andpassword

You can log in to the website for exercising voting rights without
entering your voting code and password

website for exercisinghttps://www.web54.net
voting rights

Scan the QR code on the bottom right corner of the
Voting Rights Exercise Form.

Access the website for exercising voting rights.

Click "Continue”.

Enter the "Voting Code" indicated on the Voting Rights
Exercise Form.
* "QR Code" is a registered trademark of DENSO WAVE INC.

Follow the instructions on the screen to enter yourapproval or disapproval.

Enter "Voting Code."
Click "Login."Enter the "password" indicated on the Voting Rights
Exercise FormEnter "Password."
Please set a new
password to be usedfor voting.

You may exercise your voting rights only once
using the "Smart Exercise" function.
If you wish to change the content of your vote after you
have exercised your voting rights, please access thewebsite for PCs, log in with the "code for exercising voting
rights" and "password" indicated on the Voting Rights
Exercise Form, and exercise your voting rights again.
If you scan the QR code again, you can go to the PC
website.

インターネット等による議決権行使でパソコンやスマートフォン、携帯電話の操作方法などがご不明な場合は、右記にお問い合わせください。

Click "Register."Follow the instructions on the screen to enter your approvalor disapproval.
* The operation screen is a sample image.
Sumitomo Mitsui Trust Bank Transfer Agency Web Support Dial-in Number

0120－652－031 (Toll-free)(Inquiries accepted: 9:00 a.m. - 9:00 p.m.)

Institutional investors can use the platform for electronic exercise of voting rights for institutional investors, which is operated by ICJ, Inc.

－

4 －

Reference Documents for the General Meeting of Shareholders
Proposal No.1: Appropriation of surplus
The Company would like to treat the appropriation of surplus as follows:

Matters regarding year-end dividend
The Company considers return of profits to shareholders as an important management policy and takes a policy
on dividends to distribute dividends considering comprehensively full-year performance, management
environment, and medium- to long-term reinforcement of financial standing with focus on maintenance of stabledividends.
Regrettably, however, we would like to determine the year-end dividend to be 15 yen per share since the businessenvironment is expected to remain uncertain in the future due to the impact of COVID-19.

[1]Type of dividend property:

Cash

[2]

Matters regarding allocation of dividend property and theamount thereof:¥15 per common share[3]

Effective date of surplus dividend:

June 25, 2021.

－

5 －Total amount: ¥163,841,085.

Proposal No. 2: Election of six Directors (except Directors serving the Audit and Supervisory Committee)
The term of office of all seven (7) Directors (excluding Directors who are Audit and Supervisory Committee
members; hereinafter the same shall apply in this proposal) will expire at the conclusion of this General Meeting of
Shareholders.
Accordingly, in order to make decisions on the Board of Directors more quickly, we will reduce the number of
directors by one and request the appointment of six directors again.
In addition, there was no particular opinion from the Audit and Supervisory Committee regarding this proposal.
The candidates for Directors are as follows.
CandidateNo.

(References)

Name

Responsibilities at the Company

Attendance to Board of
Director’s Meetings

1

Kozo

Araya

Reelected

Representative Director

12/12

Chairman(100%)

2

H i r of u mi A r a ya

Reelected

Representative Director

12/12

President(100%)

3

Katsuyuki Kikuchi

Reelected

Managing Director
Production Engineering Div.
Automotive Parts Div.

4

Toshihiro Shimizu

Reelected

Managing Director
Research & Development Div.
Motorcycle Parts Div.

5

Masanori Sanada

Reelected

Director
Administration Div.

(100%)

6

Toshi o Ishi mura

Reelected

Director
Industrial Products Div.

(100%)

12/12(100%)
12/12(100%)
9/9

9/9

2. Notes: 1. Since Directors Masanori SANADA and Toshio ISHIMURA were elected in the 127th Annual Meetingof Shareholders held on June 26, 2020, the number of times of their attendance at the Board of Directors
meeting is different from those of other directors.
2. In addition to the number of meetings of the Board of Directors shown in the table above, there were four(4) resolutions in writing that were deemed to have been resolved by the Board of Directors in accordancewith Article 370 of the Companies Act and the Articles of Incorporation.

－

6 －Candidate
No.

Name
(Date of birth)
Sex

Kozo Araya(October 25, 1950)

1

Career summary
April
April
June
Nov.

Male

Aug.

Re-elected

June
June

Numberofshares of theCompany held

1973 Joined Daido Kogyo Co., Ltd.
1976 Purchasing Manager of Daido Kogyo Co., Ltd
1977 Director, Daido Kogyo Co., Ltd1978 First Manufacturing Dept. Manager of Daido Kogyo Co.,Ltd.
2002 Representative Director & President of Daido Kogyo Co., 69,225 shares
Ltd.
2006 Chairman, Kaga Chamber of Commerce and Industry
2019 Representative Director & Chairman of Daido Kogyo Co.,
Ltd. (to date)

The reasons why the Company elects him as a candidate for Director:
Mr. Kozo Araya has been involved in the management of the Company over a long time since assumed office as a director of
the Company in June 1977. Since August 2002, he has contributed to a great extent to the expansion of the Company’s
global operations as Representative Director of the Company, and considering that he has a great deal of work experience in
the Company and the Group and knowledge on global business operations, etc., we determined that he is continuously
appropriate as a candidate for a director.
April
Sep.
June
June
April

Hirofumi Araya(August 20, 1971)
Male
Re-elected22002 Joined Daido Kogyo Co., Ltd.
2004 Sales Dept. Manager, Sales Div. of Daido Kogyo Co., Ltd.
2005 Automotive Technology and Sales Dept., Automotive Div.
2007 Executive Officer of Daido Kogyo Co., Ltd.
2008 Representative Director & President of Daido Sittipol Co.,
Ltd.
April
2010 Representative Director & President of D.I.D Asia Co.,
Ltd.
Sep.
2010 Representative Director & President of Daido India pvt.
Ltd.
June
2011 Director and Technical Development Div. Manager ofDaido Kogyo Co., Ltd.
June
2013 Managing Director, in charge of Motorcycle / Automotive
Div. Director & Vice-Chairman of Daido Sittipol Co., Ltd 11,830 sharesJune
2015 Representative Director & Vice-President of Daido Kogyo
Co., Ltd.
In charge of Research & Development Div. of Daido
Kogyo Co., Ltd.
Director & Chairman of Daido Sittipol Co., Ltd. (to date)June
2017 In charge of Business Strategy Div. and, Research &Development Div. of Daido Kogyo Co., Ltd.
June
2019 Representative Director & President of Daido Kogyo Co.,
Ltd. (to date)
In charge of Internal Control Audit Office(Important concurrent position)
Director & Chairman of Daido Sittipol Co. Ltd

The reasons why the Company elects him as a candidate for Director:
Mr. Hirofumi Araya has assumed various important posts including President and Representative Director of the Company's
overseas subsidiaries in Asia, which is an important area for the Group. He has been engaging in the planning of businessstrategies at the Business Strategy Division, as well as actively leading the Development Division, toward development ofgrowth markets/ growth areas and expansion of business areas/ technology areas of the Company. Thus, he has a great dealof work experience in the Company and the Group and knowledge on global business operations, etc., so we determined that
he is continuously appropriate as a candidate for a director.

－

7 －Candidate
No.

Name
(Date of birth)(Sex)

Career summary
April
Dec.
June

Katsuyuki Kikuchi(October 10, 1957)

Jan.
June

Male
Re-elected

3

June
June
June

1981 Joined Daido Kogyo Co., Ltd.
2004 Manager of Chain Manufacturing Dept., Production Div.
of Daido Kogyo Co., Ltd.
2005 Manager of Automotive Manufacturing Dept.,
Automotive Div. of Daido Kogyo Co., Ltd.
2011 Fukuda Plant Manager of Daido Kogyo Co., Ltd2015 Managing Director (to date)
Administration Div. Manager of Daido Kogyo CO., Ltd.
In charge of Safety & Quality Div. of Daido Kogyo Co.,Ltd.
2017 In charge of Automotive Parts Div. of Daido Kogyo Co.,
Ltd. (to date)2019 Production Engineering Div. Manager
2020 In charge of Production Engineering Div. of Daido Kogyo
Co., Ltd. (to date)

Number ofshares of theCompany held

2,000 shares

The reasons why the Company elects him as a candidate for Director:
Mr. Kikuchi has a philosophy required of a manufacturing company and mature judgment on the way personnel resources
should be based on his long-term experience of leading the manufacturing of the Company. He presently serves as theGeneral Manager of Production Engineering Division and Managing Director, promoting IR activities and work style reform
while supervising the Four-wheeled Vehicle Business Division. Based on his profound knowledge and experience in bothmanufacturing and administration, we determined that his experience and results will be useful for management of theCompany, and that therefore he is continuously appropriate as a candidate for a director.
April
Sep.
June
June

Toshihiro Shimizu(February 21, 1959)
Male
Re-elected

4

Aug.
April
June
June
June

June

1983 Joined Daido Kogyo Co., Ltd.
2004 Corporate Planning Dept. Manager, Administration Div.
of Daido Kogyo Co., Ltd.
2005 Corporate Planning Office Manager of Daido Kogyo Co.,
Ltd.
2007 Representative Director & President, Daido Industrial E
Comercial Ltda.
2007 Representative Director & President, Daido Industrial E
Comercial Ltda.
2009 Representative Director & President, Daido Industria De
Correntesda Amazonia Ltda.
30,000 shares2010 Executive Officer of Daido Kogyo Co., Ltd.
2013 Director, Industrial Products Div. Manager of Daido
Kogyo Co., Ltd.
2017 Managing Director of Daido Kogyo Co., Ltd.(to date)
In charge of Motorcycle Parts Div. (to date)
Industrial Parts Div.
Representative Director & President of D.I.D Asia Co.,Ltd.
2020 In charge of Research & Development Div. of Daido
Kogyo Co., Ltd. (to date)

The reasons why the Company elects him as a candidate for Director:
Mr. Shimizu, since having assumed important posts in business planning functions, has engaged in the management ofseveral overseas subsidiaries as Representative Director, and engages in management of those subsidiaries. He is presently
leading the two-wheeled vehicle business and industrial machinery business, which are core business of the Company, as aManaging Director. Based on his great deal of experience in business execution and profound knowledge, we determinedthat his experience and results will be useful for management of the Company, and that therefore he is continuously
appropriate as a candidate for a director.

－

8 －Candidate
No.

Name
(Date of birth)(Sex)

Career summary
April
June
June

Masanori Sanada(January 7, 1962)
Male

June
June

Re-elected
June

5

June

Number ofshares of theCompany held

1984 Joined Daido Kogyo Co., Ltd.
2005 Administration Dept. Manager, Administration Div.
of Daido Kogyo Co., Ltd.
2007 Corporate Planning Office Manager of Daido Kogyo Co.,Ltd.
2013 Corporate Planning Office Manager of Daido Kogyo Co.,
Ltd.
5,000 shares2015 Representative Director & President of Daido Sittipol Co.,Ltd.
2019 Senior Executive Officer of Daido Kogyo Co., Ltd.
Administration Div. Manager of Daido Kogyo Co., Ltd. (todate)
2020 Director, Daido Kogyo Co., Ltd. (to date)

The reasons why the Company elects him as a candidate for Director:
Mr. Sanada has profound knowledge on finance and accounting based on his long-term experience of leading theadministration and management planning departments. In addition, he has assumed important posts in business planning
functions and engaged in the management of an overseas subsidiary as Representative Director and has abundant
experiences and achieved results in management of the Company's Group. We have determined that his experiences andresults will be useful for management of the Company and decided that he is continuously appropriate as a candidate fordirector.
April
Dec.
June

Toshio Ishimura(October 15, 1961)
Male

6

Re-elected

June
June
June

June
June

1984 Joined Daido Kogyo Co., Ltd.
2004 AS Business Dept. Manager of Daido Kogyo Co., Ltd.
2005 Manager, Corporate Planning Office of Daido Kogyo Co.,Ltd.
Manager, Industrial Machinery Sales Dept. of D.I.D
2009 Industrial Machinery Sales Dept. Manager of D.I.D Co.,Ltd.
2,000 shares2011 Director of D.I.D Co., Ltd.
2017 Executive Officer of Daido Kogyo Co., Ltd.
Industrial Products Div. Manager of Daido Kogyo Co., Ltd.
(to date)2019 Senior Executive Officer of Daido Kogyo Co., Ltd.
2020 Director, Daido Kogyo Co., Ltd. (to date)

The reasons why the Company elects him as a candidate for Director:
Mr. Ishimura has a great deal of business experience and knowledge based on his long-term experience of leading theindustrial machinery business as well as excellent capability and knowledge on corporate management through theexperience of serving as a director of a domestic subsidiary, etc. We have determined that his experiences and results will be
useful for management of the Company and decided that he is continuously appropriate as a candidate for director.

(Notes) 1. A director candidate Mr. Hirofumi Araya serves concurrently as Chairman and Director of Daido SittipolCo., Ltd., which engages in the business falling under the same category as the Company's and has business(chains and other products) with the Company. Additionally, the Company provides a guarantee for its loanof the funds.
2. There are no special interests between the other director candidates and the Company.
3. D.I.D Co., Ltd. was a consolidated subsidiary of the Company but merged into the Company as of April 1,
2018.
4. The Company has entered into a liability insurance contract with an insurance company for directors andcorporate auditors, as stipulated in Article 430-3, Paragraph 1 of the Companies Act. The summary of thecontents of this insurance contract is shown on page 20 of the Business Report. When the election of thecandidates for director is approved, they will continue to be covered as an insured person under the relevant
insurance contract. Note that the insurance contract is going to be renewed next time with the same content－

9 －