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 10, 2022
To our shareholders:
Shigeru Takaragi
President and Representative Director

TODA KOGYO CORP.

1-23 Kyobashi-cho, Minami-ku,
Hiroshima

Notice of the 89th Annual General Meeting of Shareholders
We are pleased to announce the 89th 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 Monday, June 27, 2022 (JST), after reviewing
the attached Reference Documents for the General Meeting of Shareholders.
1. Date and Time:

Tuesday, June 28, 2022, 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 expanded 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 89th
fiscal year (from April 1, 2021 to March 31, 2022), 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 89th fiscal year (from April
1, 2021 to March 31, 2022)

1

Matters to be resolved:
Proposal No. 1: Amendment to the Articles of Incorporation
Proposal No. 2: Election of Five Directors (Excluding Those Who Are Audit and Supervisory
Committee Members)
Proposal No. 3: Election of Four Directors Who Are Audit and Supervisory Committee Members
Proposal No. 4: Determination of Remuneration, etc. for Directors (Excluding Those Who Are
Audit and Supervisory Committee Members)
Proposal No. 5: Determination of Remuneration, etc. for Directors Who Are Audit andSupervisory Committee Members
Proposal No. 6: Determination of Specific Terms of Share Options for Share-based
Remuneration for Directors (Excluding Outside Directors and Directors Who
Are Audit and Supervisory Committee Members)
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 of the Annual General Meeting of Shareholders in advance.

2Reference Documents for the General Meeting of Shareholders

Proposals and Reference Information

Proposal No. 1: Amendment to the Articles of Incorporation
1. Reasons for the Amendment(1) We intend to migrate from a company with a Board of Corporate Auditors to a company with an
Audit and Supervisory Committee in order to further enhance corporate governance by enhancing
our supervision system and strengthening the supervisory function of the Board of Directors bymaking the Audit and Supervisory Committee members, who are in charge of auditing the executionof Director duties, part of the Board of Directors. Therefore, changes will be made such as adding
articles regarding the Audit and Supervisory Committee and the Directors who are Audit andSupervisory Committee members, and deleting articles regarding the Corporate Auditors and theBoard of Corporate Auditors.
(2) The business purpose of the Company will be changed in accordance with the businesses that theCompany is currently involved in, and Article 2 of the current Articles of incorporation will bechanged to meet the needs of future business expansion.
(3) Since the revised provisions provided for in the proviso to Article 1 of the Supplementary Provisionsof the Act Partially Amending the Companies Act (Act No. 70 of 2019) are to be enforced on
September 1, 2022, the Company proposes to make the following changes in preparation for the
introduction of the system for providing informational materials for the General Meeting of
Shareholders in electronic format.
(i)Article 13, paragraph 1 in “Proposed amendments” below will stipulate that the Company shalltake measures for providing information that constitutes the content of reference documents
for the General Meeting of Shareholders, etc. in electronic format.

(ii) Article 13, paragraph 2 in “Proposed amendments” below will establish the provision to limit
the scope of the items to be stated in the paper-based documents to be delivered to shareholders
who requested the delivery of paper-based documents.
(iii) Since the provisions for Internet Disclosure and Deemed Provision of Reference Documents
for the General Meeting of Shareholders, Etc. (Article 13 of the current Articles ofIncorporation) will no longer be required, they will be deleted.
(iv) Accompanying the aforementioned establishment and deletion of provisions, supplementaryprovisions regarding the effective date, etc. will be established.
(4) In order to flexibly ensure corporate governance, the revision and abolition of directors with special
titles and election and dismissal of Executive Advisors and Corporate Advisors, which are notsystems in the Companies Act, will be deleted from paragraphs 2 and 3 of Article 22 of the current
Articles of Incorporation.
(5) Other required changes will be made, such as editing current wording in accordance with the abovechanges.

3

2. Description of Change
A description of the change is indicated below.
Changes to the Articles of Incorporation in this proposal shall take effect at the conclusion of this General
Meeting of Shareholders.
(Changes are underlined.)
Proposed amendments

Current Articles of Incorporation
Section 1
General Provisions
Article 2 (Purpose)
The purpose of the Company is to carry out the following
business.
1. Manufacturing, processing, and sales of pigments
2.
3.
4.
5.
6.

Section 1
General Provisions
Article 2 (Purpose)
The purpose of the Company is to carry out the following
business.
1. Manufacturing, sales, and import/export offunctional pigments and electronic materials
2. Manufacturing, sales, and import/export of productsthat apply or process the previous item
3. Design/production, sales, and import/export ofdevices regarding the previous two items
4. Processing of industrial waste and sales ofregenerated products
5. Worker dispatching

Manufacturing, processing, and sales of magnetic
materials
Manufacturing, processing, and sales of otherinorganic chemicals
Design, construction, and sales of environmental
conservation equipment
Manufacturing, processing, and sales of recording
media
Contracting, planning, design, supervision, andconsulting for civil engineering work,
scaffolding/earth work, steel structure construction,and pavement construction
(New)

7.

All work contingent to the previous items
Section 3
General Meeting of Shareholders
Article 13 (Internet Disclosure and Deemed Provision ofReference Documents for the General Meeting of
Shareholders, Etc.)
When the Company convenes a General Meeting of
Shareholders, if it discloses information that is to be statedor presented in the reference documents for the General
Meeting of Shareholders, business report, financial
statements and consolidated financial statements throughthe internet in accordance with the provisions prescribed by
the Ministry of Justice Order, it may be deemed that theCompany has provided this information to shareholders.

6.

Renting of real estate

7.

Provision and sales of electricity, steam, and otherutilities
All work contingent to the previous items
Section 3
General Meeting of Shareholders(Deleted)

8.

(New)

Article 13 (Measures, etc. for Providing Information inElectronic Format)
1. When the Company convenes a General Meeting of
Shareholders, it shall take measures for providing
information that constitutes the content of reference
documents for the General Meeting of Shareholders, etc.
in electronic format.
2. Among items for which the measures for providing
information in electronic format will be taken, theCompany may exclude all or some of those items
designated by the Ministry of Justice Order fromstatements in the paper-based documents to be delivered
to shareholders who requested the delivery of paperbased documents by the record date of voting rights.

4Current Articles of Incorporation
Section 4
Directors and Board of Directors
Article 18 (Number of Members)
The Company shall have nine or fewer Directors.

Proposed amendments
Section 4
Directors and Board of Directors
Article 18 (Number of Members)
1. The Company shall have nine or fewer Directors(excluding Directors who are Audit and Supervisory
Committee members).
2. The Company shall have four or fewer Directors who
are Audit and Supervisory Committee members.

(New)

Article 19 (Election and Dismissal)
1. The Directors of the Company shall be elected anddismissed at the General Meeting of Shareholders.
2.
3.
4.

Article 19 (Election and Dismissal)
1. The Directors of the Company shall be elected anddismissed at the General Meeting of Shareholders, witha distinction made between Directors who are Audit andSupervisory Committee members and other Directors.
2.
(As before)3.
(As before)
4.
(As before)(Article text omitted)(Article text omitted)(Article text omitted)

Article 20 (Terms of Office)The term of office of a Director expires at the end of theGeneral Meeting of Shareholders for the last fiscal yearthat concludes within one year after the election of that
Director.

Article 20 (Terms of Office)
1. The term of office of a Director (excluding Directors
who are Audit and Supervisory Committee members)
expires at the end of the General Meeting of
Shareholders for the last fiscal year that concludes
within one year after the election of that Director.
2. The term of office of a Director who is an Audit andSupervisory Committee member expires at the end of
the General Meeting of Shareholders for the last fiscal
year that concludes within two years after the election ofthat Director.
3. The term of office for a Director who is Audit andSupervisory Committee member elected to replace an
Audit and Supervisory Committee member that steps
down before their term of office has expired expires
when the term of office of the member that stepped
down expires.
4. The resolution pertaining to the election of a substitute
Director who is an Audit and Supervisory Committee
member elected in accordance with Article 329
paragraph (3) of the Companies Act shall be effective
until the start of the Annual General Meeting of
Shareholders for the last fiscal year that concludes
within two years after the election of that Director.

(New)

(New)

(New)

Article 21 (Board of Directors)
Article 21 (Board of Directors)
1. When calling a meeting of the Board of Directors, the
1. When calling a meeting of the Board of Directors, theDirectors and Corporate Auditors must be notified three
Directors must be notified three days in advance of thedays in advance of the meeting date. However, this canmeeting date. However, this can be shortened in an
be shortened in an emergency.
emergency.
2.
(Article text omitted)
2.
(As before)
3.
(Article text omitted)
3.
(As before)
Article 22 (Representative Directors, Directors with Special Article 22 (Representative Directors)
Titles, Executive Advisors, and Corporate
Advisors)
1.
(Article text omitted)
1.
(As before)
2. The Company may appoint a Chairperson and President(Deleted)and Representative Director, and several Vice President
and Directors, Senior Managing Directors, andManaging Directors.

5Current Articles of Incorporation

Proposed amendments

3. The Company may appoint several executive advisorsand corporate advisors upon a resolution by the Boardof Directors.

(Deleted)

Article 23 (Method for Making Resolutions)
Article 23 (Method for Making Resolutions)
1. Resolutions of the Board of Directors are made by a
1. Resolutions of the Board of Directors are made bymajority of attending Directors when the majority ofmeans of a majority of attending Directors when the
majority of Directors that can take part in a resolution
Directors that can take part in a resolution haveattended.
have attended.
2. When a Director proposes a matter regarding the
2. When a Director proposes a matter regarding the
purpose of a resolution of the Board of Directors, thepurpose of a resolution of the Board of Directors, theBoard of Directors is deemed to have made a resolution
Board of Directors is deemed to have made a resolution
allowing the proposed matter if all Directors (only thoseallowing the proposed matter if all Directors (only thosethat are able to participate in a decision on the matter)that are able to participate in a decision on the matter)
express their agreement on the matter in writing or via
express their agreement on the matter in writing or via
electromagnetic recording and a Corporate Auditor does
electromagnetic recording.
not express disagreement on the matter.
(New)

Article 24 (Delegation of Decisions on Execution ofImportant Business)
As provided for in Article 399-13, paragraph (6) of theCompanies Act, the Company may delegate some or all
decisions on the execution of important business(excluding the items outlined in paragraph (5) of the same
article) to Directors, upon a resolution by the Board of
Directors.

Article 24 (Minutes)
Minutes shall be taken regarding the resolutions of theBoard of Directors, which record the proceedings, theirresults, and other items stipulated by laws and regulations,and the minutes shall be signed and stamped by thechairperson and attending Directors and Corporate
Auditors.

Article 25 (Minutes)
Minutes shall be taken regarding the resolutions of theBoard of Directors, which record the proceedings, theirresults, and other items stipulated by laws and regulations,and the minutes shall be signed and stamped by thechairperson and attending Directors.

Article 25 (Remuneration, etc.)
The financial benefits received from the Company asremuneration, bonuses, and other compensation for
performing Director duties (hereinafter “remuneration,etc.”) are determined upon a resolution at the General
Meeting of Shareholders.

Article 26 (Remuneration, etc.)
The financial benefits received from the Company asremuneration, bonuses, and other compensation for
performing Director duties (hereinafter “remuneration,etc.”) are determined upon a resolution at the General
Meeting of Shareholders, with a distinction made between
Directors who are Audit and Supervisory Committee
members and other Directors.

Article 26 (Director Exemption from Liability)
Article 27 (Director Exemption from Liability)
1.
(Article text omitted)
1.
(As before)
2. The Company can enter a contract with Directors
2. The Company can enter a contract with Directors(excluding persons who are Executive Directors, etc.)(excluding those who are Executive Directors, etc.)
limiting liability for damages as stipulated by the law inlimiting liability for damages as stipulated by the law in
Article 423, paragraph (1) of the Companies Act.
Article 423, paragraph (1) of the Companies Act.
However, the lower bound of the limit to liability based
However, the lower bound of the limit to liability basedon the contract is the minimum liability stipulated inon the contract is the minimum liability stipulated in
Article 425, paragraph (1) of the Companies Act.
Article 425, paragraph (1) of the Companies Act.
Section 5
Corporate Auditors and Board of Corporate Auditors
Article 27 (Establishment of Corporate Auditors and Boardof Corporate Auditors)
The Company shall establish Corporate Auditors and a
Board of Corporate Auditors.

(Deleted)(Deleted)

6

Current Articles of Incorporation
Article 28 (Number of Members)
The Company shall have four or fewer Corporate Auditors.

Proposed amendments(Deleted)

Article 29 (Election and Dismissal)
1. The Corporate Auditors of the Company shall be elected
and dismissed at the General Meeting of Shareholders.
2. Resolutions for electing Corporate Auditors are made bymeans of a majority of shareholders that can exercise
voting rights, when at least one third of shareholders
that can exercise voting rights have attended.
3. Resolutions for dismissing Corporate Auditors are madeby means of a two thirds of shareholders that can
exercise voting rights, when at least one third of
shareholders that can exercise voting rights haveattended.
4. The Company can elect a substitute Corporate Auditor
at the General Meeting of Shareholders to make up therequired number of Corporate Auditors in case thenumber of Corporate Auditors falls below that stipulatedby the laws and regulations, in Article 329, paragraph(3) of the Companies Act.
5. The resolution regarding the election of a substituteCorporate Auditor described in the previous item is
effective until the start of the Annual General Meetingof Shareholders for the last fiscal year that concludes
within four years of that resolution.

(Deleted)

Article 30 (Terms of Office)
1. The term of office of a Corporate Auditor expires at theend of the General Meeting of Shareholders for the last
fiscal year that concludes within four years after theelection of that Corporate Auditor.
2. A Corporate Auditor that is elected to replace a
Corporate Auditor that is dismissed before their term ofoffice expires is elected for the remaining term of officeof the Corporate Auditor that was dismissed. However,when a substitute Corporate Auditor is elected asindicated in paragraph (4) of the previous article, theirterm of office cannot exceed the end of the General
Meeting of Shareholders for the last fiscal year that
concludes within four years after the election of thatmember.

(Deleted)

Article 31 (Full-Time Corporate Auditor)
The Board of Corporate Auditors shall select a full-time
Corporate Auditor upon a resolution of the Board of
Corporate Auditors.

(Deleted)

Article 32 (Board of Corporate Auditors)
1. When calling a meeting of the Board of Corporate
Auditors, the Corporate Auditors must be notified threedays in advance of the meeting date. However, this canbe shortened in an emergency.
2. When all Corporate Auditors agree, a meeting of theBoard of Corporate Auditors can be conducted without
following the procedure for calling a meeting.

(Deleted)

7

Current Articles of Incorporation
Article 33 (Method for Making Resolutions)
Resolutions of the Board of Corporate Auditors are madeby means of a majority of Corporate Auditors, except in
special circumstances specified under the laws andregulations.

Proposed amendments(Deleted)

Article 34 (Minutes)
Minutes shall be taken regarding the resolutions of theBoard of Corporate Auditors, which record theproceedings, their results, and other items stipulated bylaws and regulations, and the minutes shall be signed andstamped by the attending Corporate Auditors.

(Deleted)

Article 35 (Remuneration, etc.)
The remuneration, etc. of Corporate Auditors is determinedbased on a resolution at the General Meeting of
Shareholders.

(Deleted)

Article 36 (Corporate Auditor Exemption from Liability)
1. The Company can exempt the Corporate Auditors fromthe liability indicated in Article 423, paragraph (1) of
the Companies Act, upon a resolution of the Board of
Directors, as stipulated in Article 426, paragraph (1) of
the Companies Act.
2. The Company can enter a contract with Corporate
Auditors limiting liability for damages as stipulated by
the law in Article 423, paragraph (1) of the Companies
Act. However, the lower bound of the limit to liability
based on the contract is the minimum liability stipulated
in Article 425, paragraph (1) of the Companies Act.

(Deleted)(New)

Section 5
Audit and Supervisory Committee(New)

Article 28 (Establishment of Audit and Supervisory
Committee)
The Company shall establish an Audit and Supervisory
Committee.

(New)

Article 29 (Full-time Audit and Supervisory Committee
Members)
The Audit and Supervisory Committee can appoint fulltime Audit and Supervisory Committee members upon aresolution by the Audit and Supervisory Committee,(New)

Article 30 (Audit and Supervisory Committee)
1. When calling a meeting of the Audit and Supervisory
Committee, the Audit and Supervisory Committee
members must be notified three days in advance of themeeting date. However, this can be shortened in an
emergency.
2. When all Audit and Supervisory Committee members
agree, a meeting of the Audit and Supervisory
Committee can be conducted without following theprocedure for calling a meeting.

8Current Articles of Incorporation(New)

Proposed amendments
Article 31 (Method for Making Resolutions)
Resolutions of the Audit and Supervisory Committee are
made by a majority of attending Audit and Supervisory
Committee members when the majority of Audit andSupervisory Committee members that can take part in a
resolution have attended.

(New)

Article 32 (Minutes)
Minutes shall be taken regarding the resolutions of the
Audit and Supervisory Committee, which record theproceedings, their results, and other items stipulated bylaws and regulations, and the minutes shall be signed andstamped by the chairperson and attending Audit andSupervisory Committee members.

Section 6
Financial Auditor
Article 37 (Establishment of Financial Auditor)(Article text omitted)

Section 6
Financial Auditor
Article 33 (Establishment of Financial Auditor)(As before)

Article 38 (Election)(Article text omitted)

Article 34 (Election)

Article 39 (Terms of Office)(Article text omitted)

Article 35 (Terms of Office)(As before)

Article 40 (Remuneration, etc.)
The remuneration, etc. of the Financial Auditor isdetermined by the Representative Director upon receiving
the approval of the Board of Corporate Auditors.

Article 36 (Remuneration, etc.)
The remuneration, etc. of the Financial Auditor isdetermined by the Representative Director upon receiving
the approval of the Audit and Supervisory Committee.

Article 41 (Financial Auditor Exemption from Liability)(Article text omitted)

Article 37 (Financial Auditor Exemption from Liability)(As before)(As before)

Section 7
Calculation

Section 7
Calculation

Article 42 (Fiscal Year)(Article text omitted)

Article 38 (Fiscal Year)

Article 43 (Body Determining Distribution, etc. of Surplus
Funds)(Article text omitted)

Article 39 (Body Determining Distribution, etc. of Surplus
Funds)(As before)

Article 44 (Distribution of Surplus Funds)

Article 40 (Distribution of Surplus Funds)(As before)(Article text omitted)(As before)

Article 45 (Period of Exclusion for Dividends, etc.)(Article text omitted)

Article 41 (Period of Exclusion for Dividends, etc.)(As before)9Current Articles of Incorporation(New)

Proposed amendments
Supplementary Provisions(New)

Article 1(Transitional Measures Regarding Corporate
Auditor Exemption from Liability)
The Company can exempt the Corporate Auditors from theliability for damages stipulated in Article 423, paragraph(1) of the Companies Act regarding actions taken before
the conclusion of the 89th Annual General Meeting of
Shareholders, upon a resolution of the Board of Directors,
as stipulated in Article 426, paragraph (1) of the Companies
Act.

(New)

Article 2(Transitional Measures for Providing
Informational Materials for the General Meetingof Shareholders in Electronic Format)
1. The deletion of Article 13 (Internet Disclosure andDeemed Provision of Reference Documents for the
General Meeting of Shareholders, Etc.) in the current
Articles of Incorporation and the establishment of the
new Article 13 (Measures, etc. for Providing
Information in Electronic Format) in the amended
Articles of Incorporation shall be effective from the dateof enforcement (September 1, 2022) of the revised
provisions provided for in the proviso to Article 1 of the
Supplementary Provisions of the Act Partially
Amending the Companies Act (Act No. 70 of 2019)(hereinafter referred to as the “Date of Enforcement”).
2. Notwithstanding the provisions of the preceding
paragraph, Article 13 of the pre-amended Articles ofIncorporation (Internet Disclosure and Deemed
Provision of Reference Documents for the General
Meeting of Shareholders, Etc.) shall remain effective
regarding any General Meeting of Shareholders held ona date within six months from the Date of Enforcement.
3. Article 2 of these Supplementary Provisions shall bedeleted on the date when six months have elapsed fromthe Date of Enforcement or three months have elapsed
from the date of the General Meeting of Shareholders in
the preceding paragraph, whichever is later.

10

Proposal No. 2: Election of Five Directors (Excluding Those Who Are Audit and Supervisory
Committee Members)
If the “Amendment to the Articles of Incorporation” in Proposal No. 1 is approved as drafted, the Company
will become a company with Audit and Supervisory Committee, and the terms of office of all seven Directors
will expire at the same time. Therefore, the Company proposes the election of five Directors (excluding
Directors who are Audit and Supervisory Committee members, which is also the case for the main proposal
hereinafter) after the company becomes a company with Audit and Supervisory Committee.
This proposal shall be effective if the “Amendment to the Articles of Incorporation” in Proposal No. 1 ismade effective.
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:
CandidateNo.

1

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)100%(14/14)

Name

Shigeru Takaragi

2

Tsuneaki Kubo

Reelection

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

3

Takafumi Mizuno

Reelection
OutsideIndependent

Outside Director

100%(18/18)4

Dai Matsuoka

Reelection
OutsideOutside Director

100%(18/18)

5

Taro Ikushima

Reelection
OutsideOutside Director

100%(18/18)(Note)As Tsuneaki Kubo was newly elected at the 88th Annual General Meeting of Shareholders held on June 25, 2021,
the above number of Board of Directors meetings that he could attend is different from those of other Directors.

11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

3,300
9 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 a 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]
Our performance recovered significantly in fiscal 2021 and we would like to express our gratitude. This wasmade possible due to the growth of multiple businesses we have been focusing on and because of favorable
performance of Group companies. We will diligently work to improve our financial foundation so that we canpromptly resume the paying of dividends.
Going forward, while expanding our existing business, we will also continue developing new businesses aswell as taking countermeasures for aging equipment, keeping BCP in mind. In our continuous endeavor togrow as a respected global company well beyond our 200th anniversary, which will arrive in 2023, we areparticularly accelerating the development of environment-related technologies to contribute to carbon
neutrality, which is increasing in global presence. We ask for your continued understanding and support.

12

CandidateNo.

2

Number of the Company’s shares owned
100
Number of years in office as a Director
1 yearAttendance at Board of Directors meetings
14/14
Relationship of special interest in the Company None

Tsuneaki Kubo

(Date of birth: October 7, 1964)
Reelection

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)
June 2021
Director (current position)
Reasons for nomination as a 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 division since 2018. In April 2021, he was appointed as General
Manager of the Core Business Division, which will cover and penetrate all the functions of the Company
from the viewpoint of Core Business. The Company judges him as suitable to utilize his experience andcapabilities for the Company’s management, and proposes his reelection as a Director.
[Message to shareholders from this candidate for Director]
The Group was able to surpass our plans for fiscal 2021 in the strategic businesses of magnetic materials,
dielectrics materials, and lithium ion battery materials. We will also strive to achieve our medium-termplan for fiscal 2022.
Due to the multitude of risks affecting our business, including the recent economic sanctions on Russia,
the impact of Zero-COVID policies in China on the economy, supply chain disorder stemming fromsemiconductor shortages, and increasing energy costs due to the rising prices of coal and crude oil, etc.,
we believe risk management that looks ahead to the future is necessary. I will work to achieve our goals
outlined in the Environmental Vision 2033, as well as address medium-term challenges. I ask for yourcontinued support as we move forward.

13

Candidate
No.

3

Number of the Company’s shares owned—
Number of years in office as a Director
4 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 a 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. for
Officers from an objective and neutral standpoint as a member of the Nomination Advisory Committee.
[Message to shareholders from this candidate for Director]
Fiscal 2021 saw the formulation of our long-term outlook, including our “Vision 2023” medium-termbusiness plan and “Go Beyond 200” plan for fiscal 2024 and beyond. The Company promoted development
and production technology based on “Toda Spirits,” which sums up the starting point for monozukuri, andalso disseminated the “5S + S (standard),” which is key for product quality and safety. However, we arefacing transformations of a scale that happen once in a century, due to the effects of the protracted COVID19 pandemic and semiconductor shortages, as well as the acceleration toward decarbonization andelectrification. The Company is expected to further develop as a manufacturer of the key materials formotors, batteries, sensors, and environmentally-friendly technologies. I will endeavor to contribute toimproving the corporate value of the Company via the wide-ranging perspectives and ideas I have gained
from my experience in the automobile industry.

14

Candidate
No.

4

Number of the Company’s shares owned—
Number of years in office as a Director
3 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 Officer of Quality, Safety & Environment of TDK
Corporation (current position)
Significant concurrent positions outside the Company
Corporate Officer and Chief Officer of Quality, Safety & Environment of TDK Corporation (current
position)
Reasons for nomination as a 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 Officer of Quality, Safety & Environment in April 2021.
The Company nominated with the expectation that he will utilize his experience and wide-ranging
knowledge and insight in supervision of the Company’s management, and that he will continue to offer
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]
The market for electronic components which support Digital Transformation (DX) and the electrificationof automobiles is expanding exponentially. The TODA KOGYO Group is improving on the strengths of
its fine particle control technology cultivated through wet synthesis of iron oxides to meet market demand
for further miniaturization and high performance. In fiscal 2021, we were able to achieve our business plan
despite rising costs for raw materials, fuels, and transport. This was thanks to the support we received fromall of our stakeholders, including our shareholders. I sincerely thank you.
I will further contribute to the continued growth of the TODA KOGYO Group this fiscal year by utilizing
my knowledge and experience in the development and production of electronic components. I am
committed to striving toward the creation of new value for the TODA KOGYO Group by overseeing themanagement of the Company as I represent its shareholders.

15Candidate
No.

5

Number of the Company’s shares owned—
Number of years in office as a Director
3 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 a 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]
Fiscal 2021 saw a recovery in the business environment compared to fiscal 2020 which was largely affectedby COVID-19, and our performance greatly exceeded targets. Strengthening ESG is an important concernof our investors, and we have been working to enhance corporate governance in order to position ourselvesin the Prime Market in line with the restructuring of the Tokyo Stock Exchange that occurred in April 2022.
The establishment of a Nomination Advisory Committee and transition to a company with Audit andSupervisory Committee are big steps toward enhancing the future corporate governance of the Company.
Other issues the Board of Directors debated including risks in the management of our subsidiaries aroundthe world and a revision of decision-making authorities, in order to ensure the effectiveness of debates at
the Board of Directors meetings. As an Outside Director, I am committed to contributing to the further
evolution of TODA KOGYO in the future.
(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 334 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 Companies 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 non-executive Director has acted ingood faith and 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 52 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 theCompany has submitted notification that he is an Independent Officer. If his reelection is approved, the Company plans tocontinue having him as an Independent Officer.

16

Proposal No. 3: Election of Four Directors Who Are Audit and Supervisory Committee Members
If the “Amendment to the Articles of Incorporation” in Proposal No. 1 is approved as drafted, the Company
will become a company with Audit and Supervisory Committee, and proposes the election of four Directors
to be Audit and Supervisory Committee members.
The consent of the Board of Corporate Auditors has been obtained for this proposal.
This proposal shall be effective if the “Amendment to the Articles of Incorporation” in Proposal No. 1 ismade effective.
The candidates for Directors to be Audit and Supervisory Committee members are as follows:
Candidate
No.

Position and responsibility in the
Company

Name

Attendance at Boardof Directors meetings
for the current fiscal
year

1

Kunihiro Kochi

New election

Full-Time Corporate Auditor

100%(14/14)2

Shinsuke Hasegawa

New election
OutsideIndependent

Outside Corporate Auditor

100%(18/18)

3

Koji Kanazawa

New election
OutsideIndependent

Outside Corporate Auditor

100%(18/18)4

Kazuya Uraisami

New election
OutsideIndependent

Outside Corporate Auditor

100%(18/18)(Note)As Kunihiro Kochi was newly elected as Corporate Auditor at the 88th Annual General Meeting of Shareholders held on June25, 2021, the above number of Board of Directors meetings that they could attend is different from those of other Directors who
are Audit and Supervisory Committee members.

17

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

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

—
—
14/14
None

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
June 2021
Full-Time Corporate Auditor (current position)
Reasons for nomination as a candidate for Director who is an Audit and Supervisory Committee
memberSince 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 Director who is an Audit and Supervisory
Committee member, judging him suitable to be responsible for ensuring the soundness of managementfrom a neutral and objective perspective.
[Message to shareholders from this candidate for Director who is an Audit and Supervisory Committee
member]I believe that many of our shareholders expect us to achieve both short-term results and flexibly transform
our business structure with a medium to long-term vision, despite the dramatic changes occurring
throughout the world. In order to achieve this goal, I believe it is important for diverse human resources tocarry out their duties and provide safe, secure, and high quality services via a global network, and we must
make swift decisions according to a management awareness, conduct, and management foundation rooted
in a spirit of monozukuri, which was the origin of TODA KOGYO. I will make the utmost efforts tosincerely work on improving our governance, and I ask for your continued support as we move forward.

18

CandidateNo.

2

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

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

—
—
18/18
None

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 a candidate for outside Director who is an Audit and Supervisory
Committee member and outline of expected role
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 election as outside Director who is an Audit andSupervisory Committee member.
[Message to shareholders from this candidate for Director who is an Audit and Supervisory Committee
member]From 2021, the TODA KOGYO Group has been working to implement various measures to improve
performance based on the Vision 2023 medium-term business plan, and has achieved steady results in fiscal
2021.
With continuing uncertainties in the external environment, including COVID-19, the Ukraine crisis, andrecent concerns of a global rise in inflation, we are required to make various management decisions in amore strict and timely manner.
We keep an eye on the impact that the above and other risk factors have on the management of the Company
from various perspectives, and check whether management is being conducted based on appropriate risk
management, from the point of view of the shareholder. I will continue to strive to fulfill my duties as amember of the audit and supervisory committee so that I can contribute to improving the corporate valueof the Company.

19

CandidateNo.

3

Koji Kanazawa(Date of birth: April 20, 1979)
New election

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

—
—
18/18
None

Career summary, and position and responsibility in the Company
Oct. 2004
Joined Chuo Sogo Law Office, P.C.
Nov. 2012
Secondment at Rodyk & Davidson LLP (currently Dentons Rodyk)
Aug. 2013
Admitted to the New York State Bar
Jan. 2014
Deputy Director of Supervisory Coordination Division, Supervisory Bureau, Financial
Services Agency
Jan. 2016
Partner of Chuo Sogo Law Office, P.C. (current position)
June 2018
Outside Corporate Auditor of the Company (current position)
June 2018
Outside Corporate Auditor of Rakuten General Insurance Co., Ltd. (current
position)
Significant concurrent positions outside the Company
Partner of Chuo Sogo Law Office, P.C.
Outside Corporate Auditor of Rakuten General Insurance Co., Ltd.
Reasons for nomination as a candidate for outside Director who is an Audit and Supervisory
Committee member and outline of expected role
Koji Kanazawa has rich experience as an attorney and a wide range of knowledge regarding the law. Since
June 2018, he has contributed as outside Corporate Auditor to strengthening the functions of the Board of
Directors and supervising the execution of business, by observing and identifying risks in contracts and thelaw. He has also contributed to enhancing the effectiveness of audits by the Board of Corporate Auditors.
The Company proposes his election as outside Director who is an Audit and Supervisory Committee
member.
[Message to shareholders from this candidate for Director who is an Audit and Supervisory Committee
member]Since being appointed as an Outside Corporate Auditor in fiscal 2018, I have strongly felt increasing
expectations from society regarding the enhancement of corporate governance towards Japanesecompanies, including TODA KOGYO. In fiscal 2021, we managed to emerge from the harsh conditions of
the previous few years and secure profits, but could not give back to our shareholders, which was extremely
unfortunate. While it is now or never to address sustainability issues such as climate change, the future
outlook is remarkably uncertain with the social and economic environment facing tumultuous disturbances
on a global scale. In this highly uncertain business environment, I will endeavor to establish a managementfoundation for the entire TODA KOGYO Group that enables us to execute appropriate and swift decisionmaking.

20

Candidate
No.

4

Number of the Company’s shares owned
Number of years in office as a Director(Date of birth: November 28, 1957)
Attendance at Board of Directors meetings
New election
OutsideIndependent Relationship of special interest in the Company

Kazuya Uraisami

—
—
18/18
None

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.
Mar. 2018
Representative of Marginal LLC (current position)
June 2020
Outside Corporate Auditor of the Company (current position)
Significant concurrent positions outside the Company
Representative of Marginal LLC
Reasons for nomination as a candidate for outside Director who is an Audit and Supervisory
Committee member and outline of expected role
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 Board of
Corporate Auditors. The Company proposes his election as outside Director who is an Audit andSupervisory Committee member.
[Message to shareholders from this candidate for Director who is an Audit and Supervisory Committee
member]TODA KOGYO explores and exploits the seeds of innovation that arise internally from its own long-developed business story. The Company, a chemical material specialist with nearly 200 years of businesshistory, is proud of the products and the services created out of such exploration and exploitation, and it
shall continue and further develop its contributions to its customers. There may appear many difficult
moments when it is necessary to judge the best allocation of our human, technological and financial
resources, and we work to maintain the proper governance and compliance at each and every moment.
(Notes)

1. Shinsuke Hasegawa, Koji Kanazawa, and Kazuya Uraisami are candidates for outside Director who are Audit and Supervisory
Committee members.
2. In accordance with the provisions of Article 427, paragraph (1) of the Companies 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 Kunihiro Kochi, Shinsuke
Hasegawa, Koji Kanazawa, and Kazuya Uraisami. If their election is approved, the Company plans to enter the aforementioned
agreements with them. Pursuant to this agreement, the defined maximum amount of liability for damages, if the non-executive
Director has acted in good faith 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 52 of the Business Report (Japanese only). If the election of each candidate for Director who is an Audit and Supervisory
Committee member is approved, they will be included as insured persons under the insurance policy. The Company also plansto renew the insurance policy with the same details at the next renewal.
4. Shinsuke Hasegawa, Koji Kanazawa, 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 election isapproved, the Company plans to continue having them as Independent Officers.

21

(For reference)
Structure of Board of Directors after election and skill matrix
If Proposal No. 2 and Proposal No. 3 are approved as drafted, the structure of the Board of Directors
and the major skills, experience, and knowledge of each Director shall be as indicated below.
Corporate/ InternationProduction/
Businessality
ProcureManageGlobal
ment
ment
Experience

Position in the company

Name
President andRepresentative Director

Shigeru Takaragi

Director and Executive
Officer

Tsuneaki Kubo

Quality
Control

Personnel
Labor
RelationsTechnology
Sales
Finance
Legal
Human
R&D
Marketing Accounting Compliance
Resource
Development

●

●

●

●

●

●

●

●

●

●

●

●

●

●

●

●

●

●

●

●

ESG

●

Outside Director

Takafumi Mizuno

OutsideIndependent

Outside Director

Dai Matsuoka

Outside●Outside Director

Taro Ikushima

OutsideDirector (Audit andSupervisory Committee
member/full-time)

Kunihiro Kochi

Outside Director(Audit and Supervisory
Committee member)

Shinsuke Hasegawa

●

●

●

●

●

●

●

●

●

●

●

●

●

●

●

●

●

●

OutsideIndependent

Outside Director(Audit and Supervisory
Committee member)

Koji Kanazawa●●

OutsideIndependent

Outside Director(Audit and Supervisory
Committee member)

Kazuya Uraisami●

OutsideIndependent*The above table is not an exhaustive list of the expertise and experience of the candidates.

22

●

●

Proposal No. 4: Determination of Remuneration, etc. for Directors (Excluding Those Who Are
Audit and Supervisory Committee Members)
A total annual remuneration, etc. for Directors of 180 million yen or less (not including the employee salaryof a director-employee) was approved at the 56th Annual General Meeting of Shareholders held on June 29,
1989, but if the “Amendment to the Articles of Incorporation” in Proposal No. 1 is approved as drafted, theCompany will become a company with Audit and Supervisory Committee, and will request approval for
setting total annual remuneration, etc. for Directors (excluding those who are Audit and Supervisory
Committee members, which is also the case for the main proposal hereinafter) to be 180 million yen or less(with 40 million yen or less for outside Directors), taking into consideration the circumstances such as therecent economic situation. If this proposal is approved, the Company plans to change the wording “Director”
to “Director (excluding Directors who are Audit and Supervisory Committee members)” at a Board of
Directors meeting after this General Meeting of Shareholders has concluded, according to the policy for
determining individual Director remuneration, etc., but the remuneration. etc. in this proposal is paid as fixed
remuneration and performance-linked remuneration based on that policy, and is deemed to be appropriate.
This remuneration, etc. does not include the employee salary of a director-employee.
Although there are currently seven Directors (with three being outside Directors), if the “Amendment to the
Articles of Incorporation” in Proposal No. 1 and “Election of Five Directors (Excluding Those Who Are
Audit and Supervisory Committee Members)” in Proposal No. 2 are approved as drafted, the number of
Directors will be five (with three being outside Directors).
This proposal shall be effective if the “Amendment to the Articles of Incorporation” in Proposal No. 1 ismade effective.

23

Proposal No. 5: Determination of Remuneration, etc. for Directors Who Are Audit andSupervisory Committee Members
If the “Amendment to the Articles of Incorporation” in Proposal No. 1 is approved as drafted, the Company
will become a company with Audit and Supervisory Committee, and requests approval for setting total annual
remuneration, etc. for Directors who are Audit and Supervisory Committee members to be 30 million yen or
less, taking into consideration the circumstances such as the recent economic situation. The remuneration,etc. in this proposal is deemed to be appropriate to the duties of the Directors who are Audit and Supervisory
Committee members.
If the “Amendment to the Articles of Incorporation” in Proposal No. 1 and “Election of Four Directors Who
Are Audit and Supervisory Committee Members” in Proposal No. 3 are approved as drafted, the number of
Directors who are Audit and Supervisory Committee members will be four.
This proposal shall be effective if the “Amendment to the Articles of Incorporation” in Proposal No. 1 ismade effective.

24

Proposal No. 6: Determination of Specific Terms of Share Options for Share-based
Remuneration for Directors (Excluding Outside Directors and Directors Who Are Audit andSupervisory Committee Members)
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 88th Annual General Meeting of Shareholders held on June 25,
2021. If the “Amendment to the Articles of Incorporation” in Proposal No. 1 is approved as drafted, thecompany will become a company with Audit and Supervisory Committee. Therefore, the Company requests
approval for redefining the current share options for share-based remuneration for Directors (excluding
outside Directors and Directors who are Audit and Supervisory Committee members, which is also the casefor the main proposal hereinafter). (The total amount and details on the remuneration are separate to the
remuneration that the Company is requesting approval for in Proposal No. 4: “Determination of
Remuneration, etc. for Directors (Excluding Those Who Are Audit and Supervisory Committee Members).”)This proposal is part of the procedure for migrating to a company with Audit and Supervisory Committee,
and the actual remuneration will be the same as the share options for share-based remuneration approved in
the 88th Annual General Meeting of Shareholders held on June 25, 2021, the purpose of which is indicatedin 1 below.
If this proposal is approved, the Company plans to change the policy for determining the individual director
remuneration, etc. as indicated in Proposal No. 4: “Determination of Remuneration, etc. for Directors(Excluding Those Who Are Audit and Supervisory Committee Members)” at a Board of Directors meeting
after this Annual General Meeting of Shareholders has concluded. This proposal is necessary for determining
the individual Director remuneration, etc. according to the policy after these changes are made, and is deemed
to be appropriate.
There are currently four target Directors, but if the “Amendment to the Articles of Incorporation” in Proposal
No. 1 and “Election of Five Directors (Excluding Those Who Are Audit and Supervisory Committee
Members)” in Proposal No. 2 are approved as drafted, the number of target Directors will be two.
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 88th
Annual General Meeting of Shareholders, and that remuneration amount for Directors, which must be no
more than ¥50 million per year, is the amount obtained by multiplying the total number of allotted shareacquisition rights by the fair value of one share acquisition right, which is calculated on the day the total
number of share acquisition rights are allotted.
This proposal shall be effective if the “Amendment to the Articles of Incorporation” in Proposal No. 1 ismade effective.

1. Reasons for allotting share acquisition rights as remuneration for Directors
The Company will allot share acquisition rights to Directors with the purpose of having them share in the
merits of increasing and risks of decreasing the share price with the shareholders and raising thewillingness 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 the25share 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
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 ten days (if the tenth 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) Terms 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

26

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 Companye) 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.

27

Consolidated financial statements
Consolidated balance sheets

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
LandConstruction in progress
Other, net
Total property, plant and equipment
Intangible assets
Goodwill
Other
Total intangible assets
Investments and other assets
Investment securities
Investments in capital of subsidiaries and associates
Long-term loans receivable
Retirement benefit asset
Other
Allowance for doubtful accounts
Total investments and other assets
Total non-current assets
Total assets

28(Millions of yen)
As of March 31, 2022

7,962
10,524
4,423
1,973
3,023
1,480
(6)
29,381

2,324
1,707
6,320
224
783
11,361
1,992
154
2,147
2,607
4,443
1,027
161
165
(3)
8,401
21,91051,292

Liabilities
Current liabilities
Notes and accounts payable - trade
Short-term borrowings
Current portion of long-term borrowings
Income taxes payable
Provision for bonuses
Provision for environmental measures
Provision for loss on factory closings
Other
Total current liabilities
Non-current liabilities
Long-term borrowings
Long-term accounts payable - other
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

29(Millions of yen)
As of March 31, 2022

5,714
8,601
3,278
278
295
67
11
2,029
20,276
12,782
940
1,912
974
446
17,05637,333

7,477
4,358
(112)
(1,507)
10,215
633
1,320
258
2,211
88
1,443
13,95851,292

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
Share of profit of entities accounted for using equity method
Subsidies for employment adjustment
Miscellaneous income
Total non-operating income
Non-operating expenses
Interest expenses
Miscellaneous losses
Total non-operating expenses
Ordinary profit
Extraordinary income
Gain on disposal of non-current assets
Gain on sale of investment securities
National subsidies
Compensation income
Total extraordinary income
Extraordinary losses
Loss on disposal of non-current assets
Loss on tax purpose reduction entry of non-current assets
Loss on sale of investment securities
Impairment losses
Loss on liquidation of subsidiaries
Total extraordinary losses
Profit before income taxes
Income taxes - current
Income taxes - deferred
ProfitProfit attributable to non-controlling interests
Profit attributable to owners of parent

30(Millions of yen)
Fiscal year ended
March 31, 2022
35,332
27,328
8,003
5,484
2,519
42
40
38
151
1,520
20
155
1,969
206
97
304
4,184
13
40
20
90
165
72
16
4
178
46
318
4,031
385
153
3,492
376
3,116

Consolidated statements of changes in equity
Fiscal year ended March 31, 2022
(Millions of yen)
Shareholders’ equity
Share capital
Balance at beginning of
periodCapital surplus

7,477

Retained earnings

4,344(3,224)

Cumulative effects ofchanges in accounting
policies

Total shareholders’equityTreasury shares(1,513)

7,083

(4)

Restated balance

7,477

4,344

(4)

(3,228)(1,513)

7,079

Changes during period
Profit attributable toowners of parent

3,116

3,116

Purchase of treasury shares
Disposal of treasury shares(4)

Change in ownershipinterest of parent due totransactions with noncontrolling interests

17

(2)

(2)

8

4

17

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

–

13

3,116

6

3,135

7,477

4,358

(112)

(1,507)

10,215

Accumulated other comprehensive income
Valuationdifference on
available-forsale securities
Balance at beginning of
period779

Foreigncurrencytranslation
adjustment

Total
accumulated
otherof defined benefit
comprehensive
plansincomeRemeasurements

281

(9)

1,052

Share
acquisitionrights66

Non-controllinginterests

Total net assets

1,173

9,375

Cumulative effects ofchanges in accounting
policies
Restated balance

(4)
779

281

(9)

1,052

66

1,173

9,371

Changes during period
Profit attributable toowners of parent

3,116

Purchase of treasury shares(2)

Disposal of treasury shares

4

Change in ownershipinterest of parent due totransactions with noncontrolling interests

17

Net changes in items otherthan shareholders’ equity

(146)

1,038

267

1,159

Total changes during period

(146)

1,038

267

1,159

22

269

4,587

Balance at end of period

633

1,320

258

2,211

88

1,443

13,958

31

22

269

1,451

Non-consolidated financial statements
Non-consolidated balance sheets

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
Tools, furniture and fixtures
Construction in progress
Land
Other
Total property, plant and equipment
Intangible assets
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 subsidiaries and associates
Other
Allowance for doubtful accounts
Total investments and other assets
Total non-current assets
Total assets

32(Millions of yen)
As of March 31, 2022

3,999
727
5,082
2,376
1,366
1,424
11
263
1,339
802
126
(506)
17,015

1,275
146
830
141
198
5,674
14
8,280
124
27
151
1,798
1,930
7,878
1,558
70
(36)
13,20021,632
38,647

Liabilities
Current liabilities
Accounts payable - trade
Short-term borrowings
Current portion of long-term borrowings
Accounts payable - otherAccrued expenses
Income taxes payable
Advances received
Deposits received
Unearned revenue
Provision for bonuses
Accounts payable - facilities
Other
Total current liabilities
Non-current liabilities
Long-term borrowings
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

33(Millions of yen)
As of March 31, 2022

2,265
7,913
3,250
244
349
100
30
56
8
235
222
16
14,694
12,572
315
1,715
290
36
14,93029,624

7,477
1,869
2,415
4,284

86
(2,040)(1,953)(1,507)
8,301
633
633
88
9,022
38,647

Non-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
Reversal of allowance for doubtful accounts
Subsidies for employment adjustment
Miscellaneous income
Total non-operating income
Non-operating expenses
Interest expenses
Provision for loss on guarantees
Miscellaneous losses
Total non-operating expenses
Ordinary profit
Extraordinary income
Gain on sale of investment securities
Gain on disposal of non-current assets
National subsidies
Gain on extinguishment of tie-in shares
Compensation income
Gain on reimbursement of capital reduction
Total extraordinary income
Extraordinary losses
Loss on disposal of non-current assets
Loss on tax purpose reduction entry of non-current assets
Loss on sale of investment securities
Loss on valuation of investments in capital of subsidiaries and associates
Total extraordinary losses
Profit before income taxes
Income taxes - current
Profit34(Millions of yen)
Fiscal year ended
March 31, 2022
17,033
12,331
4,701
3,868
833
48
279
38
188
34
19
64
672
179
41
54
275
1,231
0
8
20
435
90
39
594
57
16
4
77
155
1,670
72
1,598

Non-consolidated statements of changes in equity
Fiscal year ended March 31, 2022

(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

1,869

2,419

Reserve for tax
purpose reduction
entry of non-current
assets4,288

Total retained
Retainedearnings
earnings brought
forward86

Cumulative effects ofchanges in accounting
policies
Restated balance

7,477

1,869

2,419

4,288

86

Profit(3,628)(3,541)

(10)

(10)

(3,639)(3,552)

1,598

1,598

Purchase of treasury shares
Disposal of treasury shares

(4)

(4)

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

–

–

(4)

(4)

–

1,598

1,598

7,477

1,869

2,415

4,284

86

(2,040)(1,953)

ShareacquisitionrightsTotal net
assets66

7,556

Shareholders’ equity

Balance at beginning of period

TreasurysharesValuation difference
on available-for-salesecurities

Total valuationand translation
adjustments(1,513)

6,710

779

779

Cumulative effects ofchanges in accounting
policies
Restated balance

Valuation and translation adjustments

Totalshareholders’equity(10)(1,513)

Profit

(10)

6,700

779

779

66

7,546

1,598

1,598

Purchase of treasury shares

(2)

(2)

(2)

Disposal of treasury shares

8

4

4

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

(146)

(146)

22

(124)

6

1,600

(146)

(146)

22

1,476

(1,507)

8,301

633

633

88

9,022

35