Note: This document has been translated from a part of the Japanese original for reference purposes only. In the event ofany discrepancy between this translated document and the Japanese original, the original shall prevail.

(Securities Code: 4100)
June 9, 2021
To our shareholders:
Shigeru Takaragi
President and Representative Director

TODA KOGYO CORP.
1-23 Kyobashi-cho, Minami-ku,
Hiroshima

Notice of the 88th Annual General Meeting of Shareholders
We are pleased to announce the 88th Annual General Meeting of Shareholders of TODA KOGYO CORP.
(the “Company”), which will be held as described below.
From the standpoint of preventing the spread of the novel coronavirus disease (COVID-19), the Company
requests that you exercise your voting rights prior to the Meeting in writing (by postal mail) or via the Internet
and other means if possible, and carefully decide whether or not to attend the Meeting in person after taking
careful consideration of your physical condition.
Please exercise your voting rights no later than 5:30 p.m. on Thursday, June 24, 2021 (JST), after reviewing
the attached Reference Documents for the General Meeting of Shareholders.
1. Date and Time:

Friday, June 25, 2021, at 10:00 a.m. (JST)

2. Venue:

Banquet Hall “Fuyo,” 2F, Hiroshima Grand Intelligent Hotel
1-4 Kyobashi-cho, Minami-ku, Hiroshima
The number of available seats will be limited as the space between seats will be increased toprevent the spread of COVID-19, and your entry may be refused upon having arrived at thevenue on the day of the Meeting. We greatly appreciate your understanding in advance.

3. Purpose of the Meeting:
Matters to be reported:
1. The Business Report and the Consolidated Financial Statements for the 88th
fiscal year (from April 1, 2020 to March 31, 2021), and the results of audits of
the Consolidated Financial Statements by the Financial Auditor and the Boardof Corporate Auditors
2. The Non-consolidated Financial Statements for the 88th fiscal year (from April
1, 2020 to March 31, 2021)

1

Matters to be resolved:
Proposal No. 1: Election of Seven Directors
Proposal No. 2: Election of Three Corporate Auditors
Proposal No. 3: Determination of Specific Terms of Share Options for Share-based
Remuneration for Directors
1. When attending the Meeting in person, please present the enclosed voting form to the reception counter.
Reception will open at 9:00 a.m. (JST)
2. Of the documents that should be provided with this Notice of Annual General Meeting of Shareholders, pursuant to theprovisions of laws and regulations and Article 13 of the Articles of Incorporation of the Company, the following matters areposted on the Company’s website (https://www.todakogyo.co.jp/) (Japanese only) and are therefore not attached to thisNotice: “Systems to Ensure Appropriate Business Operations and Overview of Its Operational Status” of the Business
Report, “Notes to Consolidated Financial Statements” and “Notes to Non-consolidated Financial Statements.”
Accordingly, the documents attached to this Notice of Annual General Meeting of Shareholders are part of the Business
Report that was audited by the Corporate Auditors, and the Consolidated Financial Statements and the Non-consolidated
Financial Statements that were audited by the Corporate Auditors and the Financial Auditor, when preparing the Audit
Reports.
3. For any revisions to the contents of the Reference Documents for the General Meeting of Shareholders, the Business Reportor the Consolidated and Non-consolidated Financial Statements prior to the day before the Meeting, please understand inadvance that we will notify you of the revisions either by mail or via the Company’s website, which is stated above.
<Requests to prevent the spread of COVID-19>
 The following matters may be revised depending on the status of the spread of infection ahead of the day of the Meetingand the details of further announcements by the government, etc. Please confirm the latest information on the Company’s
website, which is stated above.
 Alcohol-based hand sanitizer for shareholders will be available near the reception counter at the venue. (Shareholders
attending the meeting in person need to wear face masks.) The temperature of attending shareholders will be measured near the entrance of the venue. Note that persons who have ahigh temperature, appear to be feeling unwell or have returned from overseas within 14 days prior to the Meeting may berefused entry and asked to leave the venue. Please inform the receptionist if you have returned from overseas within 14 days.
 Doors and windows at the venue will be opened for ventilation.
 The Company will check physical conditions of staff in charge of organizing the Meeting beforehand including temperaturechecks, and the staff will wear face masks.
 Given that the meeting time should be shortened to prevent the spread of COVID-19, the Company is not going to offer
detailed explanation for matters to be reported (including reports on results of audits) and proposals at the Meeting.
Shareholders are advised to look through this Notice in advance.

2Reference Documents for the General Meeting of Shareholders
Proposals and Reference Information

Proposal No. 1: Election of Seven Directors
The terms of office of all seven Directors will expire at the conclusion of the Meeting. Therefore, theCompany proposes the election of seven Directors.
The nomination of the candidates for Director has been deliberated at the Nomination Advisory Committee,
whose membership is made up of a majority of independent officers.
The candidates for Director are as follows:
Candidate
No.

1

2

3

Shigeru Takaragi

Hiroshi Oka

Tetsuo Tsurui

Name

Position and responsibility
in the Company

Attendance at Boardof Directors meetings
for the current fiscal
year

Reelection

President and Representative Director- General Manager of Research &Development Division100%(18/18)Reelection

Director and Senior Managing
Executive Officer- In charge of Sales Division and
Production Technology Division,and General Manager of Business
Coordination Department100%(18/18)Reelection

Director and Executive Officer- In charge of Production Division,
General Manager of Corporate
Administration Division andInternal Control Officer

100%(18/18)——4Tsuneaki Kubo

New election

Executive Officer- General Manager of Core Business
Division and in charge ofProcurement and Logistics
Department

5

Takafumi
MizunoReelection
OutsideIndependent

Outside Director

100%(18/18)6

Dai Matsuoka

Reelection
OutsideOutside Director

100%(18/18)

7

Taro Ikushima

Reelection
OutsideOutside Director

100%(18/18)3

CandidateNo.

1

Number of the Company’s shares owned
Number of years in office as a Director
Attendance at Board of Directors meetings
Relationship of special interest in the Company

Shigeru Takaragi(Date of birth: May 19, 1960)
Reelection

2,900
8 years
18/18
None

Career summary, and position and responsibility in the Company
Apr. 1984
Joined the Company
May 2007General Manager of Otake Plant
July 2007
Executive Officer
Apr. 2012
Representative Director of TODA ISU CORPORATION
Apr. 2013
Senior Managing Executive Officer of the Company
June 2013
Vice President and Director
Oct. 2013
Vice President and Representative Director
June 2014
President and Representative Director
June 2019
President and Representative Director (current position)
Apr. 2021
General Manager of Research & Development Division (current position)
Reasons for nomination as candidate for Director
Shigeru Takaragi has accumulated abundant business experience and achievements in the research division,
production division, etc. over many years and has insight and global knowledge regarding corporate
management, which was cultivated at an operating company in South Korea. He has experience in overallmanagement as Vice President and Director since June 2013 and President and Representative Director sinceJune 2014. The Company judges him as suitable to continue to lead the Group, and proposes his reelection as
Director.
[Message to shareholders from this candidate for Director]
Unfortunately, the prolonged COVID-19 pandemic has had a generally negative impact on the Company’sbusiness. We apologize deeply for the concern we have caused for our shareholders through our inability toachieve the recovery in business performance from the beginning of the fiscal year that we expected in fiscal
2020. By implementing efficient operations and continuing with stringent cost cutting activities during thisperiod, we made up for the loss recorded in the first half of the fiscal year in the second half and managed tosecure an operating profit in fiscal 2020.
Now that we will mark the Company’s 200th anniversary in two years’ time, we will take measures that are
in step with the times, such as further strengthening ESG-focused management and digital marketing
activities, in order to continue developing vigorously in the future. We look forward to your ongoingunderstanding and support.

4

CandidateNo.

2

Number of the Company’s shares owned
1,600
Number of years in office as a Director
7 years
Attendance at Board of Directors meetings
18/18
Relationship of special interest in the Company None

Hiroshi Oka(Date of birth: September 10, 1958)
Reelection

Career summary, and position and responsibility in the Company
Apr. 1981
Joined the Company
Mar. 2010
General Manager of China Business Department
Oct. 2013
Executive Officer
June 2014
Director
June 2015
Managing Director
July 2017
General Manager of Production Division
June 2018
Senior Managing Director
June 2019
Director and Senior Managing Executive Officer (current position)
Jan. 2020
In charge of Production Technology Division (current position)
Apr. 2021
In charge of Sales Division and General Manager of Business Coordination
Department (current position)
Reasons for nomination as candidate for Director
Hiroshi Oka has accumulated abundant business experience and achievements in the production division,
sales division, etc., and has insight and global knowledge regarding corporate management, which wascultivated in the China Business Department. He has been responsible for the Company’s management as
Director since June 2014 and Senior Managing Director since June 2018. The Company judges him as
suitable to utilize his abundant experience and capabilities, and proposes his reelection as Director.
[Message to shareholders from this candidate for Director]
I thank our shareholders for your ongoing support.
In fiscal 2020, we had planned significant improvement in profit across the entire company, but it was ayear in which the impact of the COVID-19 pandemic was greater than expected. In particular, the downturnin the first half of the fiscal year was unprecedented. However, in the second half of the fiscal year, the cost
cutting activities we had implemented were quite effective, and the target level came into view on the profit
front to some extent. In fiscal 2021, we hope to maintain this same momentum and aim for a full V-shaped
recovery.
Meanwhile, there is a high possibility that external factors, such as the prolonged COVID-19 pandemic
and the deterioration in U.S.-China relations, will have a significant impact. We will implement a variety
of initiatives that will allow the Company to transform its structure to withstand external factors, and wewant to aim for a structure that can secure stable profit over the long term.
The challenging conditions will continue going forward, but we look forward to your ongoing support andcooperation.

5

Candidate
No.

3

Number of the Company’s shares owned
500
Number of years in office as a Director
5 years
Attendance at Board of Directors meetings
18/18
Relationship of special interest in the Company None

Tetsuo Tsurui(Date of birth: November 10, 1961)
Reelection

Career summary, and position and responsibility in the Company
Apr. 1982
Joined the Company
Apr. 2010
Plant Manager of Otake Plant
Apr. 2014
Executive Officer
General Manager of Onoda Plant and General Manager of Otake Plant
July 2014
General Manager of Production Division
Apr. 2016
President and Representative Director of Toda Fine Tech Inc. (current position)
June 2016
Director of the Company
July 2017
General Manager of Corporate Administration Division and Internal Control
Officer (current position)
June 2019
Director and Executive Officer (current position)
Apr. 2021
In charge of Production Division (current position)
Reasons for nomination as candidate for Director
Tetsuo Tsurui was involved in the production division for many years, and has abundant businessexperience and achievements as he has been responsible for extensive management and operation, which
includes being at manufacturing sites as Plant Manager and General Manager. Subsequently, he has taken
part in negotiations with the labor union in the area of personnel and labor relations as the General Managerof the Corporate Administration Division since 2017. Furthermore, he has been responsible for theCompany’s management as Director since June 2016. The Company judges him as suitable to utilize his
experience and capabilities, and proposes his reelection as Director.
[Message to shareholders from this candidate for Director]
Ahead of the milestone of our 200th anniversary in 2023, we positioned fiscal 2020 as a year for ourtransformation to a high profit structure and worked on the various issues that needed to be addressed.
However, due to the impact of the prolonged COVID-19 pandemic, sales and capacity utilization dropped
significantly, particularly in the first half of the fiscal year, and we apologize sincerely for the disappointing
results.
We take this very seriously, and we will continue to fulfill our responsibilities as a monozukuri(manufacturing) company with officers and employees working together to enhance the management basewith a focus on business expansion, improve corporate value, and strengthen organizational capabilities.
We look forward to your support, guidance and encouragement.

6

Candidate
No.

4

Number of the Company’s shares owned—
Number of years in office as a Director—
Attendance at Board of Directors meetings—
Relationship of special interest in the Company None

Tsuneaki Kubo
(Date of birth: October 7, 1964)
New election

Career summary, and position and responsibility in the Company
Apr. 1988
Joined the Company
Mar. 2009
General Manager of Zhejiang Toda DMEGC Magnetic Co., Ltd.
June 2012
General Manager of TODA MAGNET (SHENZHEN) Co., Ltd.
Apr. 2016
General Manager of Onoda Plant, Production Division of the Company
Apr. 2018
Corporate Officer
Oct. 2018
General Manager of Production Division, General Manager of Onoda Plant, andDepartment Manager of Procurement and Logistics Department
June 2019
Executive Officer (current position)
Apr. 2021
General Manager of Core Business Division and in charge of Procurement andLogistics Department (current position)
Reasons for nomination as candidate for Director
Tsuneaki Kubo has abundant experience and achievements in the production technology division and the
production division, etc. since joining the Company as well as global knowledge regarding corporate
management, which was cultivated at operating companies in China. In addition, he has been in charge ofoverall operations in the production area since 2018. In April 2021, he was appointed as General Managerof the Core Business Division, which will cover and penetrate all the functions of the Company from theviewpoint of Core Business. The Company judges him as suitable to utilize his experience and capabilities
for the Company’s management, and proposes his election as a new Director.
[Message to shareholders from this candidate for Director]
I have been nominated as a candidate for a new Director. I apologize sincerely for the trouble caused to ourstakeholders by the losses in our financial results for fiscal 2020, which include substantial impairment
losses associated with business restructuring.
Today’s management environment is described by the acronym VUCA (volatility, uncertainty, complexity,
and ambiguity), and the times are becoming increasingly uncertain due to larger-scale natural disasters and
COVID-19. Under these circumstances, we are committed to pressing ahead with a greater sense of speed
based on the belief that it is our duty to deepen collaboration throughout the TODA KOGYO Group,
identify short-term and long-term opportunities and risks globally, meet the needs of customers from amarket-in perspective, fulfill our social responsibilities, and enhance our corporate value.
We look forward to the expectations and warm support of our shareholders.

7Candidate
No.

5

Number of the Company’s shares owned—
Number of years in office as a Director
3 years(Date of birth: February 27, 1948)
Attendance at Board of Directors meetings
18/18
Reelection
OutsideIndependent Relationship of special interest in the Company None

Takafumi Mizuno

Career summary, and position and responsibility in the Company
Apr. 1971
Joined Toyota Motor Co., Ltd. (currently Toyota Motor Corporation)
Jan. 1996
General Manager of Development Management Division
June 2007
Senior Managing Director of TOKAI RIKA CO., LTD.
June 2011
AdvisorJuly 2013
Advisor of TOYO Corporation
June 2018
Outside Director of the Company (current position)
Reasons for nomination as candidate for outside Director and outline of expected role
Takafumi Mizuno was involved in the technology division of Toyota Motor Corporation for many years,
and also has abundant experience as a business manager of TOKAI RIKA CO., LTD. The Company
nominated with the expectation that he will continue to supervise the Company’s management and offer
advice on overall management from a perspective that is not tied to conventional frameworks, based on his
advanced knowledge and insight. Moreover, if he is elected, it is planned that he will continue to be
involved in decisions on selection of candidates for the Company’s officers and remuneration, etc. forofficers from an objective and neutral standpoint as a member of the Nomination Advisory Committee.
[Message to shareholders from this candidate for Director]
In fiscal 2020, due to the global impact of COVID-19, business results deteriorated again as in the previous
fiscal year. Despite these circumstances, the Company steadily pressed forward with development andproduction technology for its foundation businesses based on “Toda Spirits,” which sums up the starting
point for monozukuri, and established a growth strategy through the Board of Directors and other bodies.
On the human resource development front, the Company provided training on the “Large Lot vs. Small
Lot” approach to production in its monozukuri training for managers and others, and also steadily
disseminated the “5S + S (standard),” which is key for product quality and safety.
It is also necessary to implement a Business Continuity Plan (BCP) so as not to inconvenience customers
due to unexpected disasters and accidents, so I will devote my utmost efforts to contributing toenhancement of the Company’s corporate value through the wide range of perspectives and ideas gained
from my business experience in the automotive industry.

8

Candidate
No.

6

Number of the Company’s shares owned—
Number of years in office as a Director
2 years
Attendance at Board of Directors meetings
18/18
Relationship of special interest in the Company (Note 2)

Dai Matsuoka(Date of birth: May 13, 1963)
Reelection

OutsideCareer summary, and position and responsibility in the Company
Apr. 1991
Joined TDK Corporation
Jan. 2016
Manager, Advanced Agriculture Development Group, New Business Promotion Center
July 2016
General Manager, Technology HQJune 2017
Corporate Officer and General Manager of Technology and Intellectual Property HQJune 2019
Outside Director of the Company (current position)
Apr. 2021
Corporate Officer and Chief Quality & Safety Officer of TDK Corporation (current
position)
Significant concurrent positions outside the Company
Corporate Officer and Chief Quality & Safety Officer of TDK Corporation
Reasons for nomination as candidate for outside Director and outline of expected role
Dai Matsuoka was involved for many years in the technology and development divisions of TDK
Corporation, and he was appointed as its Chief Quality & Safety Officer in April 2021. The Company
nominated with the expectation that he will utilize his experience and wide-ranging knowledge and insightin supervision of the Company’s management, and that he will continue to offer advice to ensure thelegality and appropriateness of decision-making by the Company’s Board of Directors.
[Message to shareholders from this candidate for Director]
Fiscal 2020 was a year when the world changed significantly due to the global acceleration of DX owing
to the COVID-19 pandemic. As a result, this spurred the laying of foundations aimed at the next stage ofsustainable growth for the TODA KOGYO Group. The Company’s strategy of applying the strengths of
its fine particle control technology cultivated through wet synthesis of iron oxides to electronic materials
is making steady progress while anticipating changes in customer needs.
I have represented stakeholders, including shareholders, as an outside Director since fiscal 2019. I will
utilize my own experience in the design and development of electronic devices to oversee senior
management from the standpoint of customers to guard against short-sighted management at the Company.
Now that consideration for the global environment is also becoming important, I am committed more thanever to striving toward the creation of new value for the TODA KOGYO Group.

9Candidate
No.

7

Number of the Company’s shares owned—
Number of years in office as a Director
2 years
Attendance at Board of Directors meetings
18/18
Relationship of special interest in the Company (Note 2)

Taro Ikushima(Date of birth: December 9, 1969)
Reelection

OutsideCareer summary, and position and responsibility in the Company
Apr. 1993
Joined TDK Corporation
Apr. 2015
General Manager of Corporate Planning Department, Electronic Components BusinessCompany
Apr. 2017
General Manager of Corporate Planning Group, Corporate Strategy HQJune 2019
Outside Director of the Company (current position)
Apr. 2021
Corporate Officer and CEO, Electronic Components Business Company of TDK
Corporation (current position)
Significant concurrent positions outside the Company
Corporate Officer and CEO, Electronic Components Business Company of TDK Corporation
Reasons for nomination as candidate for outside Director and outline of expected role
Taro Ikushima was involved for many years in the corporate planning of TDK Corporation, and he wasappointed as Corporate Officer and CEO at its Electronic Components Business Company in April 2021.
The Company nominated with the expectation that he will utilize his abundant knowledge and insight
related to overall management in supervision of the Company’s management, and that he will continue tooffer advice to ensure the legality and appropriateness of decision-making by the Company’s Board of
Directors.
[Message to shareholders from this candidate for Director]
In fiscal 2020, the Company’s business results in the first half of the fiscal year were greatly impacted by
COVID-19, and, although sales in some of its businesses subsequently recovered, full-year sales were
down on the previous fiscal year. However, it is because of this situation that we have been working tostrengthen ESG, including reinforcing governance, introducing evaluation of the effectiveness of the Boardof Directors, and environmental measures. Going forward, the business environment will continue tochange significantly due to the impact of COVID-19 and decarbonization initiatives. TODA KOGYO mustalso adapt to changes in the industrial structure and shift the focus of its business while maintaining its
technical strengths. I will continue actively making proposals from my position as an outside Director
aiming for TODA KOGYO to become a company that is sensitive to changes in the market with the ability
to reflect such changes appropriately and swiftly in development and production. I look forward to theunderstanding and support of shareholders.
Notes:

1. Takafumi Mizuno, Dai Matsuoka and Taro Ikushima are candidates for outside Director.
2. Relationship of special interest in the Company
TDK Corporation is a major shareholder of the Company, holding 21.86% of the Company’s shares (Ownership ratio excluding
the Company’s 335 thousand shares of treasury stock). There are trading relationships between TDK Corporation and theCompany involving the sales of products, etc.
3. In accordance with the provisions of Article 427, paragraph (1) of the Company Act, the Company’s Articles of Incorporation
stipulate that it may enter into agreements that limit liability for damages provided in Article 423, paragraph (1) of theCompanies Act, and the Company has entered into such liability limitation agreements with Takafumi Mizuno, Dai Matsuoka
and Taro Ikushima. If their reelection is approved, the Company plans to renew the aforementioned agreements with them.
Pursuant to this agreement, the defined maximum amount of liability for damages, if the outside Director has acted in good faithand without gross negligence in performing his duties, is the minimum liability amount provided for under Article 425,
paragraph (1) of the Companies Act.
4. The Company has entered into a directors and officers liability insurance policy provided for in Article 430-3, paragraph (1) of
the Companies Act with an insurance company, and an outline of the main details of the insurance policy is as described on
page 36 of the Business Report (Japanese only). If the election of each candidate for Director is approved, they will be included
as insured persons under the insurance policy. The Company also plans to renew the insurance policy with the same details at
the next renewal.
5. Takafumi Mizuno meets the requirements of an independent officer as defined by Tokyo Stock Exchange, Inc., and the Company
has submitted notification that he is an independent officer. If his reelection is approved, the Company plans to continue having
him as an independent officer.

10Proposal No. 2: Election of Three Corporate Auditors
The terms of office of Corporate Auditors Shinsuke Hasegawa and Kazuya Uraisami will expire andCorporate Auditor Takayuki Nakagawa will resign at the conclusion of the Meeting. Therefore, the Company
proposes the election of three Corporate Auditors.
The Company proposes the election of Kunihiro Kochi, who is a candidate for Corporate Auditor, as thesubstitute for Takayuki Nakagawa. As provided for in the Company’s Articles of Incorporation, his term ofoffice will be until the conclusion of the 90th Annual General Meeting of Shareholders scheduled to be heldin June 2023, which is when the term of office of Corporate Auditor Takayuki Nakagawa will expire.
In addition, the consent of the Board of Corporate Auditors has been obtained for this proposal.
The candidates for Corporate Auditor are as follows:
CandidateNo.

1

Number of the Company’s shares owned—
Number of years in office as a Corporate Auditor —Relationship of special interest in the Company None

Kunihiro Kochi(Date of birth: January 21, 1957)
New election

Career summary, and position and responsibility in the Company
Apr. 1979
Joined the Company
Feb. 2009
Executive Officer, General Manager of Onoda Plant
Apr. 2010
Representative Director and President of Toda Material Corp.
Apr. 2015
Department Manager of Personnel and General Affairs Department, Corporate
Administration Division of the Company
Apr. 2016
Corporate Officer
Apr. 2019
Counsellor, Department Manager of Human Resources Development Department,
Corporate Administration Division (current position)
Reasons for nomination as candidate for Corporate Auditor
Since joining the Company, Kunihiro Kochi has gained experience in the production technology andproduction divisions and been involved in overall management of plant operations including being present
at a manufacturing site as General Manager. He has also served as President of an operating company inJapan and as a Department Manager in the Company’s corporate administration division. Based on thisexperience, he has a wide range of knowledge spanning the Company’s operations and insight related tocorporate management. The Company proposes his election as Corporate Auditor, judging him suitable tobe responsible for ensuring the soundness of management from a neutral and objective perspective.

11

CandidateNo.

2

Number of the Company’s shares owned—
Number of years in office as a Corporate Auditor 4 years
Relationship of special interest in the Company None

Shinsuke Hasegawa(Date of birth: January 8, 1966)
Reelection

OutsideIndependent

Career summary, and position and responsibility in the Company
Oct. 1989
Joined Arthur Andersen LLC (currently KPMG AZSA LLC)
Apr. 2001
Joined Nomura Securities Co., Ltd.
Aug. 2005
Joined Morgan Stanley Japan Securities (currently Mitsubishi UFJ Morgan Stanley
Securities Co., Ltd.)
Dec. 2008
Representative of Hasegawa CPA Office (current position)
Mar. 2014
Outside Auditor of Hinokiya Group Co., Ltd. (current position)
June 2017
Outside Corporate Auditor of the Company (current position)
Significant concurrent positions outside the Company
Representative of Hasegawa CPA OfficeOutside Auditor of Hinokiya Group Co., Ltd.
Reasons for nomination as candidate for outside Corporate Auditor
Shinsuke Hasegawa has abundant experience and broad insight as a certified public accountant. Since June
2017, he has contributed as outside Corporate Auditor to strengthening the functions of the Board of
Directors and supervising the execution of business, by checking and identifying risks particularly infinance and accounting. He has also contributed to enhancing the effectiveness of audits by the Board of
Corporate Auditors. The Company proposes his reelection as outside Corporate Auditor in order tostrengthen its audit functions.

12Candidate
No.

3

Number of the Company’s shares owned—
Number of years in office as a Corporate Auditor 1 year
Relationship of special interest in the Company None

Kazuya Uraisami(Date of birth: November 28, 1957)
Reelection

OutsideIndependent

Career summary, and position and responsibility in the Company
Apr. 1981
Joined The Sumitomo Bank, Limited (currently Sumitomo Mitsui Banking
Corporation)
Dec. 1993
General Manager of Credit Department of Union Bank of Switzerland (currently UBS)
and other positions
May 1997
General Manager of Credit Department of Merrill Lynch Securities Co., Ltd. and otherpositionsFeb. 2005
General Manager of Head Office Financial Evolution Planning and Promotion Divisionof SANYO Electric Co., Ltd. and other positions
June 2011
President of MBK Co., Ltd. and other positions
May 2013
Executive Vice President of Kameichi Co., Ltd.
May 2014
Senior Managing Director of Asahi Techno Plant Co., Ltd.
Apr. 2019
Managing Director of Kagoshima College (current position)
June 2020
Outside Corporate Auditor of the Company (current position)
Significant concurrent positions outside the Company
Managing Director of Kagoshima College
Reasons for nomination as candidate for outside Corporate Auditor
Kazuya Uraisami was involved in the credit departments of financial institutions for many years and also
has abundant experience and broad insight as a corporate manager. Since June 2020, he has contributed as
outside Corporate Auditor to strengthening the functions of the Board of Directors and supervising theexecution of business, by checking and identifying risks from a wide-ranging perspective not only in termsof finance and accounting. He has also contributed to enhancing the effectiveness of audits by the Boardof Corporate Auditors. The Company proposes his reelection as outside Corporate Auditor in order tostrengthen its audit functions.
Notes:

1. Shinsuke Hasegawa and Kazuya Uraisami are candidates for outside Corporate Auditor.
2. In accordance with the provisions of Article 427, paragraph (1) of the Company Act, the Company’s Articles of Incorporation
stipulate that it may enter into agreements that limit liability for damages provided in Article 423, paragraph (1) of theCompanies Act, and the Company has entered into such liability limitation agreements with Shinsuke Hasegawa and Kazuya
Uraisami. If their reelection is approved, the Company plans to renew the aforementioned agreements with them. The Company
also plans to enter into the agreements with Kunihiro Kochi if his election is approved.
Pursuant to this agreement, the defined maximum amount of liability for damages, if the Corporate Auditor has acted in goodfaith and without gross negligence in performing his duties, is the minimum liability amount provided for under Article 425,
paragraph (1) of the Companies Act.
3. The Company has entered into a directors and officers liability insurance policy provided for in Article 430-3, paragraph (1) of
the Companies Act with an insurance company, and an outline of the main details of the insurance policy is as described on
page 36 of the Business Report (Japanese only). If the election of each candidate for Corporate Auditor is approved, they will
be included as insured persons under the insurance policy. The Company also plans to renew the insurance policy with the samedetails at the next renewal.
4. Shinsuke Hasegawa and Kazuya Uraisami meet the requirements of independent officers as defined by Tokyo Stock Exchange,
Inc., and the Company has submitted notification that they are independent officers. If their reelection is approved, the Company
plans to continue having them as independent officers.

13

Proposal No. 3: Determination of Specific Terms of Share Options for Share-based Remuneration
for Directors
The Company had its remuneration amount and details for share options for share-based remuneration for
Directors (excluding outside Directors), and the allocation of share acquisition rights as share options forshare-based remuneration, approved at the 82nd Annual General Meeting of Shareholders held on June 26,
2015.
Responding to the recent revision of the Companies Act, the Company wishes to add new details (underlined
portions) to the reason for allotting share acquisition rights and details of those share acquisition rights thatwere approved as remuneration to Directors (excluding outside Directors), and to again in the future allot
share acquisition rights in accordance with the details described below.
There are currently seven Directors (of which three are outside Directors), and if Proposal No. 1 is approved
and adopted as proposed, the number of Directors will be seven (of which three are outside Directors). Theseshare acquisition rights will not be granted to outside Directors.
Details concerning the distribution of share option remuneration to each Director, and the timing of suchpayment shall be left to the discretion of the Board of Directors in line with the policy on decisions regarding
the content of remuneration, etc. for individual Directors.
The maximum remuneration amount for share options remains the amount that was approved at the 82nd
Annual General Meeting of Shareholders, and that remuneration amount for Directors (excluding outside
Directors), which must be no more than ¥50 million per year, is the amount obtained by multiplying the total
number of allotted share acquisition rights by the fair value of one share acquisition right, which is calculatedon the day the total number of share acquisition rights are allotted.
In addition, the Company determines the policy for remuneration to Directors at the Board of Directors
meeting, and an overview of those details is provided on page 36 of the Business Report under “4. Matters
Concerning Company Officers; (2) Status of Remuneration to Directors and Corporate Auditors” (Japaneseonly). The details of this proposal are deemed to be in line with the aforementioned policy and appropriate.
1. Reasons for allotting share acquisition rights as remuneration for Directors
The Company will allot share acquisition rights to Directors (excluding outside Directors) with the
purpose of having them share in the merits of increasing and risks of decreasing the share price with theshareholders and raising the willingness to contribute to improving the corporate value.
2. Details of share acquisition rights as share options(1) Class and number of shares that are the subject of the share acquisition rights
The shares to be delivered upon exercise of share acquisition rights shall be the Company’s commonshares, and the number of shares to be delivered upon exercise of each share acquisition right(hereinafter the “Number of Shares Granted”) shall be 10 shares.
Provided that, if the Company implements a share split (including an allotment of common shares of
the Company without contribution; the same shall apply to the description of the share split
hereinafter), or share consolidation with respect to its common shares after the date on which theshare acquisition rights are allotted (hereinafter referred to as the “Allotment Date”), the Company
shall make an adjustment to the Number of Shares Granted in regard to the share acquisition rightsthat have not been exercised as of the date of such share split or share consolidation, by the following
formula:Number of Shares Granted after adjustment = Number of Shares Granted before adjustment × Ratioof split or consolidation
In addition, upon the occurrence of any unavoidable event that requires the adjustment of the Numberof Shares Granted other than those set forth above, the Company may adjust the Number of Shares
Granted as deemed necessary by the Board of Directors.
Fractional shares less than one share resulting from the above adjustment shall be rounded down.
(2) Total number of share acquisition rights

14

The number of share acquisition rights to be allotted within one year from the date of the Annual
General Meeting of Shareholders for each business year shall not exceed 1,500 units.
(3) Amount to be paid in for share acquisition rights
The amount to be paid in for each share acquisition right shall be determined by the Board of Directors
based on the fair value of the share acquisition rights, which is computed by a fair calculation method
including the Black-Scholes model, upon the allotment of the share acquisition rights.
The recipient of the allotment of share acquisition rights (hereinafter the “Share Acquisition Rights
Holder”) shall not be required to pay in money as the remuneration claims from the Company shallbe offset against the amount to be paid in.
(4) Value of property to be contributed upon exercise of share acquisition rights
The amount of property to be contributed upon exercise of share acquisition rights shall be obtainedby multiplying the Number of Shares Granted by ¥1, which is the amount per share receivable throughdelivery by exercise of share acquisition rights.
(5) Exercise period of share acquisition rights
The exercise period of share acquisition rights shall be determined by the Board of Directors of theCompany within the scope of 30 years from the date immediately following the Allotment Date.
(6) Conditions for exercise of share acquisition rights(i) The Share Acquisition Rights Holder may only exercise his/her share acquisition rights at one
time, during a period of 10 days (if the 10th day is a holiday, the next business day) from the day
immediately following the date on which a Director or Executive Officer of the Company ceased
to hold any of such positions.
(ii) If the Share Acquisition Rights Holder dies, that person’s heir can only exercise the shareacquisition rights in one lump transaction.
(iii) Other conditions for exercise of share acquisition rights shall be determined by the Board of
Directors meeting that decides the subscription requirements for share acquisition rights.
(7) Restriction on acquisition of share acquisition rights by transfer
Acquisition of share acquisition rights by transfer shall require approval of the Board of Directors of
the Company.
(8) Term and conditions for acquiring share acquisition rights(i) In the event that before the Share Acquisition Rights Holders exercise such rights, shareacquisition rights can no longer be exercised under the provisions stipulated in (6) above or under
the provisions of a share acquisition rights allotment agreement, the Company may acquire thoseshare acquisition rights for no consideration on a day separately determined by the Board of
Directors of the Company.
(ii) In the event that a proposal of below-mentioned a), b), c), d) or e) is approved at the General
Meeting of Shareholders of the Company (if a resolution by the General Meeting of Shareholders
is not necessary, it is read as “in the event that such item is approved by the Board of Directors of
the Company), the Company may acquire share acquisition rights for no consideration on the dateseparately determined by the Board of Directors of the Company.
a) Proposal for approval of a merger agreement in which the Company is the disappearing
companyb) Proposal for approval of a corporate split agreement or corporate split plan in which theCompany is the splitting companyc) Proposal for approval of a share exchange agreement or share transfer plan in which theCompany becomes a wholly owned subsidiaryd) Proposal for approval of an amendment to the Articles of Incorporation of the Company toprovide that the acquisition by transfer of all shares issued or to be issued by the Company issubject to the approval of the Company

15e) Proposal for approval of an amendment to the Articles of Incorporation of the Company toprovide that the acquisition by transfer of shares of a certain class purposed for delivery byshare acquisition rights is subject to the approval of the Company, or that all of the shares ofsuch class may be acquired by the Company by a resolution of a General Meeting of
Shareholders of the Company.
(9) Other details of share acquisition rights
Any other details related to share acquisition rights shall be decided at the meeting of the Board of
Directors that decides the subscription requirements for share acquisition rights.

16

Consolidated financial statements
Consolidated balance sheets(Millions of yen)
As of March 31, 2021
AssetsCurrent assets
Cash and deposits
Notes and accounts receivable - trade
Merchandise and finished goods
Work in process
Raw materials and supplies
Other
Allowance for doubtful accounts
Total current assets
Non-current assets
Property, plant and equipment
Buildings and structures, net
Machinery, equipment and vehicles, net
Land
Leased assets, net
Construction in progress
Other, net
Total property, plant and equipment
Intangible assets
Investments and other assets
Investment securities
Investments in capital of subsidiaries and associates
Long-term loans receivable
Other
Allowance for doubtful accounts
Total investments and other assets
Total non-current assets
Total assets

17

6,629
8,180
3,362
1,409
2,146
1,342
(6)
23,065

2,340
1,294
6,317
18
177
560
10,709
200
3,526
2,741
689
853
(3)
7,807
18,71841,783

(Millions of yen)
As of March 31, 2021
Liabilities
Current liabilities
Notes and accounts payable - trade
Short-term borrowings
Current portion of long-term borrowings
Lease obligations
Income taxes payable
Provision for bonuses
Provision for environmental measuresprovision for loss on factory closings
Other
Total current liabilities
Non-current liabilities
Long-term borrowings
Lease obligations
Retirement benefit liability
Deferred tax liabilities
Other
Total non-current liabilities
Total liabilities
Net assets
Shareholders’ equity
Share capital
Capital surplus
Retained earnings
Treasury shares
Total shareholders’ equity
Accumulated other comprehensive income
Valuation difference on available-for-sale securities
Foreign currency translation adjustment
Remeasurements of defined benefit plans
Total accumulated other comprehensive income
Share acquisition rights
Non-controlling interests
Total net assets
Total liabilities and net assets

18

3,995
9,372
3,756
14
165
259
60
80
1,345
19,051
10,070
24
2,080
878
303
13,35632,4087,477
4,344(3,224)(1,513)
7,083
779
281
(9)
1,052
66
1,173
9,375
41,783

Consolidated statements of income

Net sales
Cost of sales
Gross profit
Selling, general and administrative expenses
Operating profit
Non-operating income
Interest income
Dividend income
Rental income
Foreign exchange gains
Subsidies for employment adjustment
Miscellaneous income
Total non-operating income
Non-operating expenses
Interest expenses
Share of loss of entities accounted for using equity method
Miscellaneous losses
Total non-operating expenses
Ordinary loss
Extraordinary income
Gain on disposal of non-current assets
Gain on sale of investment securities
Total extraordinary income
Extraordinary losses
Loss on disposal of non-current assets
Loss on valuation of investment securities
Impairment losses
Provision for loss on factory closings
Total extraordinary losses
Loss before income taxes
Income taxes - current
Income taxes - deferred
LossProfit attributable to non-controlling interests
Loss attributable to owners of parent

19(Millions of yen)
Fiscal year ended
March 31, 2021
29,02424,246
4,778
4,766
11
38
52
41
34
181
115
464
214
831
30
1,076
(600)
8
1
10
63
739
2,223
77
3,104
(3,694)240
42(3,977)165(4,142)

Consolidated statements of changes in equity
Fiscal year ended March 31, 2021
(Millions of yen)
Shareholders’ equity
Share capital
Balance at beginning of
periodCapital surplus

7,477

Retained earnings

8,886

Total shareholders’equityTreasury shares(3,624)(1,512)

11,227

Changes during period
Loss attributable to ownersof parent(4,142)(4,142)

Purchase of treasury shares(1)

Deficit disposition(4,542)

(1)

4,542

–

Net changes in items otherthan shareholders’ equity
Total changes during period
Balance at end of period–(4,542)399(1)(4,143)

7,477

4,344

(3,224)(1,513)

7,083

Accumulated other comprehensive income
Valuationdifference on
available-forsale securities
Balance at beginning of
period201

Foreigncurrencytranslation
adjustment

Total
accumulatedof defined benefit
other
plans
comprehensive
incomeRemeasurements

142

(58)

284

Share
acquisitionrights49

Non-controllinginterests

Total net assets

1,029

12,590Changes during period
Loss attributable to ownersof parent(4,142)

Purchase of treasury shares(1)

Deficit disposition–

Net changes in items otherthan shareholders’ equity

578

139

49

767

17

143

928

Total changes during period

578

139

49

767

17

143

(3,215)

Balance at end of period

779

281

(9)

1,052

66

1,173

9,375

20

Non-consolidated financial statements
Non-consolidated balance sheets(Millions of yen)
As of March 31, 2021
AssetsCurrent assets
Cash and deposits
Notes receivable - trade
Accounts receivable - trade
Merchandise and finished goods
Work in process
Raw materials and supplies
Prepaid expenses
Accounts receivable - other
Short-term loans receivable
Current portion of long-term loans receivable
Other
Allowance for doubtful accounts
Total current assets
Non-current assets
Property, plant and equipment
Buildings
Structures
Machinery and equipment
VehiclesTools, furniture and fixtures
Land
Leased assets
Construction in progress
Total property, plant and equipment
Intangible assets
Patent right
Software
Other
Total intangible assets
Investments and other assets
Investment securities
Shares of subsidiaries and associates
Investments in capital of subsidiaries and associates
Long-term loans receivable from employees
Long-term loans receivable from subsidiaries and associates
Prepaid pension costs
Other
Allowance for doubtful accounts
Total investments and other assets
Total non-current assets
Total assets

21

3,117
641
5,104
1,854
815
943
13
159
1,768
1,141
25
(529)
15,058

1,299
114
622
0
76
5,674
2
100
7,891
3
128
67
198
2,109
2,970
5,905
9
1,128
7
69
(48)
12,151
20,24135,299(Millions of yen)
As of March 31, 2021
Liabilities
Current liabilities
Accounts payable - trade
Short-term borrowings
Current portion of long-term borrowings
Lease obligations
Accounts payable - otherAccrued expenses
Income taxes payable
Advances received
Deposits received
Unearned revenue
Provision for bonuses
Accounts payable for facilities
Other
Total current liabilities
Non-current liabilities
Long-term borrowings
Lease obligations
Deferred tax liabilities
Provision for retirement benefits
Provision for loss on guarantees
Other
Total non-current liabilities
Total liabilities
Net assets
Shareholders’ equity
Share capital
Capital surplus
Legal capital surplus
Other capital surplus
Total capital surplus
Retained earnings
Other retained earnings
Reserve for tax purpose reduction entry of non-current assets
Retained earnings brought forward
Total retained earnings
Treasury shares
Total shareholders’ equity
Valuation and translation adjustments
Valuation difference on available-for-sale securities
Total valuation and translation adjustments
Share acquisition rights
Total net assets
Total liabilities and net assets

22

2,060
8,630
3,728
0
170
234
53
34
46
8
172
193
26
15,361
9,953
2
379
1,766
248
31
12,381
27,742

7,477
1,869
2,419
4,288

86
(3,628)(3,541)(1,513)
6,710
779
779
66
7,556
35,299Non-consolidated statements of income

Net sales
Cost of sales
Gross profit
Selling, general and administrative expenses
Operating loss
Non-operating income
Interest income
Dividend income
Rental income
Foreign exchange gains
Reversal of provision for loss on guarantees
Subsidies for employment adjustment
Miscellaneous income
Total non-operating income
Non-operating expenses
Interest expenses
Provision of allowance for doubtful accounts
Miscellaneous losses
Total non-operating expenses
Ordinary loss
Extraordinary income
Gain on sale of investment securities
Gain on disposal of non-current assets
Total extraordinary income
Extraordinary losses
Loss on disposal of non-current assets
Loss on valuation of shares of subsidiaries and associates
Impairment losses
Total extraordinary losses
Loss before income taxes
Income taxes - current
Loss

23

(Millions of yen)
Fiscal year ended
March 31, 2021
17,284
14,573
2,711
3,471
(760)
51
186
42
158
178
123
77
816
166
529
10
707
(650)
1
8
10
55
603
2,196
2,856
(3,496)45(3,541)

Non-consolidated statements of changes in equity
Fiscal year ended March 31, 2021
(Millions of yen)
Shareholders’ equity
Capital surplus

Retained earnings
Other retained earnings

Share capital Legal capital Other capital Total capitalsurplussurplussurplus
Balance at beginning of period

7,477

4,234

4,597

8,831

(2,364)2,364–(4,542)(4,542)

Reserve for tax
purpose reduction
entry of non-current
assetsTotal retained
Retainedearnings
earnings brought
forward86(4,629)(4,542)

Changes during period
Transfer from legal capitalsurplus to other capitalsurplus
Deficit disposition

–

Loss

4,542

4,542

(3,541)(3,541)

Purchase of treasury shares
Net changes in items otherthan shareholders’ equity
Total changes during period
Balance at end of period–(2,364)(2,177)(4,542)

–

1,000

1,000

7,477

1,869

2,419

4,288

86

(3,628)(3,541)

Share
acquisitionrightsTotal net
assets49

10,503

Shareholders’ equity

Balance at beginning of period

Valuation and translation adjustments

TreasurysharesTotalshareholders’equityValuation difference
on available-for-salesecurities

Total valuationand translation
adjustments(1,512)

10,253

201

201

Changes during period
Transfer from legal capitalsurplus to other capitalsurplus––

Deficit disposition––(3,541)(3,541)

(1)

(1)

Loss
Purchase of treasury shares(1)

Net changes in items otherthan shareholders’ equity
Total changes during period
Balance at end of period

578

578

17

596

(1)

(3,542)

578

578

17

(2,946)(1,513)

6,710

779

779

66

7,556

24