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

Securities Code: 4611
June 7, 2022
To our shareholders:
Takayuki Sato President
Dai Nippon Toryo Co., Ltd.
18-11 Minamisemba 1-chome, Chuo-ku, Osaka

NOTICE OF THE 139TH ORDINARY GENERAL MEETING OF SHAREHOLDERS
Dai Nippon Toryo Co., Ltd. (the “Company”) would hereby like to inform you that the 139th Ordinary General
Meeting of Shareholders will be held as described below.
If you are unable to attend the meeting in person, you may exercise your voting rights by postal mail or by the Internet,
etc. In this case, after reviewing the attached Reference Documents for the General Meeting of Shareholders, please
exercise your voting rights no later than 5:00 p.m., Tuesday, June 28, 2022 (Japan Standard Time).
1. Date and Time: Wednesday, June 29, 2022 at 10:00 a.m. (Japan Standard Time) (Reception scheduled to open
at 9:00 a.m.)
2. Venue:
SR Building Nagahori, 9th Floor Conference Room of the Company’s Head office18-11 Minamisemba 1-chome, Chuo-ku, Osaka
3. Purposes:
Items to be reported:
1. Business Report and Consolidated Financial Statements for the 139th Term (from April 1, 2021 to March
31, 2022), as well as the results of the audit of the Consolidated Financial Statements by the Accounting
Auditor and the Board of Corporate Auditors
2. Non-Consolidated Financial Statements for the 139th Term (from April 1, 2021 to March 31, 2022)
Items to be resolved:
Proposal 1:
Appropriation of Surplus
Proposal 2:
Amendment to the Articles of Incorporation
Proposal 3:
Election of Eight (8) Directors
Proposal 4:
Election of Two (2) Corporate Auditors
Proposal 5:
Election of One (1) Substitute Corporate Auditor- If you attend the meeting in person, please submit the enclosed voting form at the reception.
- Of documents to be attached to this notice, the items below are not included in the attached documents of this notice because they
are posted on the Company’s website (https://www.dnt.co.jp/) in accordance with laws and regulations and Article 14 of the Articles
of Incorporation.
(1) The Consolidated Statement of Changes in Net Assets and the Notes to Consolidated Financial Statements of the Consolidated
Financial Statements(2) The Statement of Changes in Net Assets and the Notes to Non-Consolidated Financial Statements of the Non-Consolidated
Financial Statements
The items (1) and (2) above are a portion of the Consolidated Financial Statements and Non-Consolidated Financial Statements thatwere audited by Corporate Auditors and the Accounting Auditor, in producing the audit reports.
- In case any changes are made to the Business Report, the Consolidated Financial Statements, the Non-Consolidated Financial
Statements and Reference Documents for the General Meeting of Shareholders, the Company will post such changes on the
Company’s website (https://www.dnt.co.jp/).

-1-

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

Appropriation of Surplus

Returning profits stably to shareholders is one of the important management issues, and the Company aims tomaintain consistent and stable payment of dividends as its basic policy, while striving to strengthen its corporate
structure and maintaining financial soundness of the Company.
Based on the business performance for the current fiscal year and future business development of the Company, weplan to pay a year-end dividend of ¥25 per share, the same as the previous year-end dividend.
1. Type of dividend property
Cash
2. Allocation of dividend property to shareholders and total amount thereof¥25 per common share of the Company
Total amount of dividends: ¥708,318,675
3. Effective date of distribution of dividends of surplus
June 30, 2022

(Reference) Basic Strategy for Capital Policy
The Company recognizes its priority challenges in achieving a medium and long-term increase in its share value inthree columns: Improving financial health; effective utilization of investors’ equity to boost its earnings power; andamplified returns to shareholders. The Company makes it a basic principle that underlies its capital policies, basedon which it takes into overall consideration the optimal balance between these three challenges, to attain continued
growth.

-2-

Proposal 2:

Amendment to the Articles of Incorporation

1. Reasons for the Amendment(1) Since the system for providing materials for the general meeting of shareholders in electronic format is to
be enforced on September 1, 2022, in accordance with the amendment to the Companies Act in 2019, theCompany proposes to make the following changes to its Articles of Incorporation in preparation for the
introduction of the said system.
(i) Article 14, paragraph (1) in the Proposed amendment 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 14, paragraph (2) in the Proposed amendment below will establish the provision to limit thescope of the items to be stated in the paper-based documents to be delivered to shareholders whorequested 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 14 of the current Articles of Incorporation) will nolonger be required, they will be deleted.
(iv) Accompanying the aforementioned establishment and deletion of provisions, supplementaryprovisions regarding the effective date, etc., will be established.
(2) Since the amendment to the Companies Act in 2014 allows the conclusion of limited liability agreementswith Directors who are not Executive Directors, etc., and Corporate Auditors who are not Outside
Corporate Auditors, the Company proposes to amend Articles 28 and 37 of the current Articles ofIncorporation, so that those Directors and Corporate Auditors can fulfill their expected roles appropriately.
All Corporate Auditors have given their consent to the amendment to Article 28 of the current Articles ofIncorporation.
2. Details of the Amendment
The details of the amendment are as follows:
Current Articles of Incorporation(Internet Disclosure and Deemed Provision of Reference
Documents for the General Meeting of Shareholders, Etc.)
Article 14
When the Company convenes a general meeting ofshareholders, if it discloses information that is to be stated orpresented in the Reference Documents for the General Meetingof Shareholders, Business Report, Non-Consolidated Financial
Statements and Consolidated Financial Statements through theinternet in accordance with the provisions prescribed by the
Ministry of Justice Order, it may be deemed that the Company
has provided this information to shareholders.
(Newly established)(Amendments are underlined)
Proposed amendment(Deleted)(Measures, etc., for Providing Information in Electronic Format)
Article 14
When the Company convenes a general meeting ofshareholders, it shall take measures for providing informationthat constitutes the content of Reference Documents for the
General Meeting of Shareholders, etc., in electronic format.
Among items for which the measures for providing informationin electronic format will be taken, the Company may exclude
all or some of those items designated by the Ministry of Justice
Order, from statements in the paper-based documents to bedelivered to shareholders who requested the delivery of paperbased documents by the record date of voting rights.

-3-

Current Articles of Incorporation
Proposed amendment(Exemption from Liability of Directors)(Exemption from Liability of Directors)
Article 28
Article 28
Pursuant to Article 426, paragraph (1) of the Companies Act,
Pursuant to Article 426, paragraph (1) of the Companies Act,
the Company may, by resolution of the Board of Directors, give the Company may, by resolution of the Board of Directors, give
Directors (including persons who were Directors) an exemption Directors (including persons who were Directors) an exemption
from liability to compensate for damages as prescribed infrom liability to compensate for damages as prescribed in
Article 423, paragraph (1) of the Companies Act within the
Article 423, paragraph (1) of the Companies Act within thelimit specified by the applicable laws and regulations.
limit specified by the applicable laws and regulations.
Pursuant to Article 427, paragraph (1) of the Companies Act,
the Company may conclude agreements with Directors(excluding Executive Directors, etc.) to limit their liability tocompensate for damages as prescribed in Article 423,
paragraph (1) of the Companies Act. However, limitation on
liability to compensate for damages under such agreements
shall be the minimum amounts set forth in the relevant laws
and regulations.
(Exemption from Liability of Corporate Auditors)(Exemption from Liability of Corporate Auditors)
Article 37
Article 37
Pursuant to Article 426, paragraph (1) of the Companies Act,
Pursuant to Article 426, paragraph (1) of the Companies Act,
the Company may, by resolution of the Board of Directors, give the Company may, by resolution of the Board of Directors, give
Corporate Auditors (including persons who were Corporate
Corporate Auditors (including persons who were Corporate
Auditors) an exemption from liability to compensate for
Auditors) an exemption from liability to compensate fordamages as prescribed in Article 423, paragraph (1) of thedamages as prescribed in Article 423, paragraph (1) of theCompanies Act within the limit specified by the applicableCompanies Act within the limit specified by the applicablelaws and regulations.
laws and regulations.
Pursuant to Article 427, paragraph (1) of the Companies Act,
the Company may conclude agreements with Outside Directors
to limit their liability to compensate for damages as prescribedin Article 423, paragraph (1) of the Companies Act. However,limitation on liability to compensate for damages under suchagreements shall be the minimum amounts set forth in therelevant laws and regulations.

Pursuant to Article 427, paragraph (1) of the Companies Act,
the Company may conclude agreements with Outside
Corporate Auditors to limit their liability to compensate fordamages as prescribed in Article 423, paragraph (1) of theCompanies Act. However, limitation on liability to compensate
for damages under such agreements shall be the minimum
amounts set forth in the relevant laws and regulations.
(Newly established)

Pursuant to Article 427, paragraph (1) of the Companies Act,
the Company may conclude agreements with Corporate
Auditors to limit their liability to compensate for damages asprescribed in Article 423, paragraph (1) of the Companies Act.
However, limitation on liability to compensate for damages
under such agreements shall be the minimum amounts set forthin the relevant laws and regulations.
(Supplementary Provisions)
1. The deletion and establishment of Article 14 of the Articles
of Incorporation shall be effective from September 1, 2022,
which is the date of enforcement 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) (the “Date of
Enforcement”).
2. Notwithstanding the provision of the preceding paragraph,
Article 14 of the Articles of Incorporation (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 on a date within six (6) months from the Date of
Enforcement.
3. These Supplementary Provisions shall be deleted on thedate when six (6) months have elapsed from the Date of
Enforcement or three (3) months have elapsed from thedate of the general meeting of shareholders in thepreceding paragraph, whichever is later.

-4-

Proposal 3:

Election of Eight (8) Directors

The term of office of all eight (8) Directors will expire at the conclusion of this meeting. Therefore, we propose theelection of eight (8) Directors (of whom three (3) are Outside Directors).
Candidates for Directors have been determined by the Board of Directors based on the recommendation of theNominating Committee, a majority of which consists of Outside Directors.
The candidates for Directors are as follows:

No.

Position and responsibilities in the

Name

Company

Tenure as
Director

Attendance tothe Board of
Directors

Gender(at theconclusion ofthis meeting)1

Takayuki Sato

Reelection

Representative Director and100%

President(12/12)Male

Ten (10) years

100%(12/12)

Male

Four (4) years

100%(12/12)MaleSeven (7) years

100%(12/12)

Male

Five (5) years

-

Male

-

100%
(12/12)

FemaleThree (3) years

-

Male

-

-

Male

-

Director, Managing Executive
Officer
2

Tatsuhiko Nagano

Reelection

General Manager, Administrative
Division, General Manager,
Corporate Planning Department,
and in charge of Promotion of
Dealer’s Collaboration
Director, Executive Officer

3

Hideyoshi Noda

Reelection

General Manager, Coating
Business Division and in chargeof Production
Director, Executive Officer
General Manager, Specialty

4Motohiro Yamamoto

Reelection

Business Division, and Deputy
General Manager, Coating
Business Division (Head ofTechnology)

5

6

Masayuki Nakatani

Kimiyo Hayashi

NewcandidateReelection
Outside

Executive Officer, General
Manager, Overseas Operations
Division
Director

Independent
New
7

Hiroshi SatocandidateOutside-Independent

8

Koji Baba

New
candidateOutsideIndependent
New candidate: New candidate for Director
Reelection: Candidate for Director to be reelected
Outside: Candidate for Outside Director
Independent: Independent Officer as defined by the Tokyo Stock Exchange

-5-

No.

Name
(Date of birth)

Career summary, position and responsibilities[Significant concurrent positions outside the Company]
Apr. 1984
Apr. 2009

Apr. 2010

Apr. 2011

Takayuki Sato
(January 15, 1961)
Reelection
Tenure as Director(at the conclusion of thismeeting)
Ten (10) years
1

Apr. 2012

June 2012
Apr. 2014

Apr. 2016

Apr. 2018
June 2018

Joined the Company
Deputy General Manager, Protective Coating
Department, General Coating Business Divisionof the Company
General Manager, Development Department,
Technical Development Division of theCompany
Executive Officer, Deputy General Manager,
General Coating Business Division (Head ofTechnology), and Deputy General Manager,
Industrial Coating Business Division (Head ofTechnology) of the Company
General Manager, Technical Development
Division, and Deputy General Manager,
Coating Business Division (Head ofTechnology) of the Company
Director of the Company
General Manager, Coating Business Division,and General Manager, Marketing & Sales
Department of the Company
Managing Executive Officer, General Manager,
Protective & Decorative Coatings Department,
Coating Business Division of the Company
Senior Managing Executive Officer, Overallmanagement of the Company
Representative Director and President of theCompany (present position)

Number of theCompany’s shares
owned

19,120 shares[Reasons for nomination as candidate for Director]
Takayuki Sato has a long and proven track record in the technical and marketing divisions of the Company. Sinceassuming the office of Representative Director and President of the Company, he has been leading the overallmanagement of the Company’s Group with strong leadership, appropriately making important decisions at the Board of
Directors and supervising execution of business. Considering this wealth of experience and achievements, the Company
requests his reelection as a Director in the belief that he will strengthen the decision-making and supervisory functionsof the Board of Directors, and will contribute towards continuous growth and further improvement of the corporate
value of the Company’s Group.

-6-

No.

Name
(Date of birth)

Career summary, position and responsibilities[Significant concurrent positions outside the Company]
Apr. 1987

2

Number of theCompany’s shares
ownedJoined The Mitsubishi Bank, Ltd. (currently
MUFG Bank, Ltd.)May 2012
General Manager, Corporate Banking Division
No. 5, Corporate Banking Group No. 2, The
Bank of Tokyo-Mitsubishi UFJ, Ltd.
June 2014
General Manager, Marunouchi Branch, The
Bank of Tokyo-Mitsubishi UFJ, Ltd.
June 2017
Executive Officer, Deputy General Manager,
Administrative Division, and in charge of
Tatsuhiko Nagano
Finance of the Company(September 22, 1963)
Reelection
Apr. 2018
General Manager, Administrative Division of
4,229 shares
Tenure as Director
the Company (present position)(at the conclusion of thisJune 2018
Director (present position), Managing
meeting)
Executive Officer of the Company (present
Four (4) years
position)
Oct. 2020
In charge of Promotion of Dealer’s
Collaboration of the Company (present
position)
Apr. 2022
General Manager, Corporate Planning
Department, Administrative Division of theCompany (present position)[Responsibilities]
Administrative Division[Reasons for nomination as candidate for Director]
Tatsuhiko Nagano has ample expertise gained through his experience in finance and management strategies in afinancial institution. He is leading the Administrative Division, and chairing the Compliance Committee and Risk
Management Committee, thereby contributing towards sound management of the Company’s Group. He is also
working on strengthening the sales system as the person in charge of Promotion of Dealer’s Collaboration. Considering
this wealth of experience and achievements, the Company requests his reelection as a Director in the belief that he will
strengthen the decision-making and supervisory functions of the Board of Directors, and will contribute towards
continuous growth and further improvement of the corporate value of the Company’s Group.

-7-

No.

Name
(Date of birth)

Career summary, position and responsibilities[Significant concurrent positions outside the Company]
Apr. 1985
Apr. 1991

3

Number of theCompany’s shares
ownedJoined Nippon Paint Co., Ltd.
Joined Nippon Steel Chemical Co., Ltd.
(currently NIPPON STEEL Chemical &Material Co., Ltd.)
Apr. 2007
Joined NITTO CHEMICAL CO., LTD.
Apr. 2010
Joined the Company as Deputy General
Manager, Production Engineering Department,
Production Division
Oct. 2010
General Manager, Production Engineering
Department, Production Division of theCompany
Apr. 2013
Executive Officer of the Company (present
Hideyoshi Noda
position)(September 28, 1962)
Reelection
May 2013
Deputy General Manager, Coating Business
14,980 shares
Tenure as Director
Division, and General Manager, Coating(at the conclusion of thisBusiness Planning Department of the Company
meeting)
Apr. 2015
General Manager, Production Division of theSeven (7) years
Company
June 2015
Director (present position), General Manager,
Production Engineering Department,
Production Division of the Company
Apr. 2022
General Manager, Coating Business Division(present position), and in charge of Productionof the Company (present position)[Responsibilities]
Coating Business Division, Production Division[Significant concurrent positions outside the Company]
Representative Director and President, NITTO CHEMICAL
CO., LTD.
[Reasons for nomination as candidate for Director]
Hideyoshi Noda has ample expertise gained through his experience in the coating and other industries. In the Company,
he has long been responsible for the Production Division. He is also responsible for production subsidiaries, andmanages the production of the Company’s Group. Utilizing his ability to manage the Production Division andexperience in the Sales & Marketing Division, he has also been responsible for the Sales & Marketing Division sinceApril of this year. Considering this wealth of experience and achievements, the Company requests his reelection as a
Director in the belief that he will strengthen the decision-making and supervisory functions of the Board of Directors,
and will contribute towards continuous growth and further improvement of the corporate value of the Company’sGroup.

-8-

No.

Name
(Date of birth)

Career summary, position and responsibilities[Significant concurrent positions outside the Company]
Apr. 1986
Apr. 2014

4

Number of theCompany’s shares
ownedJoined the Company
Deputy General Manager, TechnicalDevelopment Division, General Manager,
Development Department, Head of FirstTechnical Development Group, and Deputy
General Manager, Protective & Decorative
Coatings Department of the Company
Apr. 2015
Executive Officer of the Company (present
Motohiro Yamamoto
position)(January 18, 1964)
Apr. 2016
General Manager, Technical Development
Reelection
Division, and Deputy General Manager,
6,425 shares
Tenure as Director
Coating Business Division (Head of(at the conclusion of thisTechnology) of the Company
meeting)June 2017
Director of the Company (present position)
Five (5) years
Apr. 2018
General Manager, Coating Business Division of
the Company
Apr. 2022
General Manager, Specialty Business Division(present position), and Deputy General
Manager, Coating Business Division (Head ofTechnology) (present position) of the Company[Responsibilities]
Specialty Business Division, Technical Development Division[Reasons for nomination as candidate for Director]
Motohiro Yamamoto has ample expertise gained through his experience in coating development and market
development in the technical and marketing divisions of the Company. He has been responsible for the Specialty
Business Division and the Technical Development Division since April of this year. Considering this wealth ofexperience and achievements, the Company requests his reelection as a Director in the belief that he will strengthen thedecision-making and supervisory functions of the Board of Directors, and will contribute towards continuous growthand further improvement of the corporate value of the Company’s Group.

-9-

No.

Name
(Date of birth)

Career summary, position and responsibilities[Significant concurrent positions outside the Company]
Apr. 1990
Oct. 2011

Oct. 2014
Apr. 2015
Masayuki Nakatani(December 8, 1966)
New candidate

Oct. 2017
May 2019

5

Apr. 2020

Apr. 2022

Joined The Mitsubishi Bank, Ltd. (currently
MUFG Bank, Ltd.)
Deputy General Manager, Corporate
Administration Division, The Bank of TokyoMitsubishi UFJ, Ltd.
Deputy General Manager, Namba Branch, The
Bank of Tokyo-Mitsubishi UFJ, Ltd.
General Manager, Tokuyama Branch, andGeneral Manager, Tokuyama Branch, The Bankof Tokyo-Mitsubishi UFJ, Ltd.
Deputy General Manager, Credit Division, The
Bank of Tokyo-Mitsubishi UFJ, Ltd.
Joined the Company
Senior Manager, Corporate Planning
Department, Administrative Division
Executive Officer (present position),
General Manager, Corporate Planning
Department, Administrative Division of theCompany
General Manager, Overseas Operations
Division of the Company (present position)

Number of theCompany’s sharesowned

2,144 shares[Reasons for nomination as candidate for Director]
Masayuki Nakatani has ample expertise gained through his experience in finance and accounting in a financial
institution. After joining the Company, he developed and promoted the medium-term management plan as the General
Manager of the Corporate Planning Department, and he was responsible for management and internal control of Group
companies in Japan and overseas. Considering these strong management ability and track record, he was newly
appointed the General Manager of the Overseas Operations Division in April of this year.
Considering this wealth of experience and achievements, the Company requests his election as a Director in the belief
that he will strengthen the decision-making and supervisory functions of the Board of Directors, and will contributetowards continuous growth and further improvement of the corporate value of the Company’s Group.

- 10 -

No.

Name(Date of birth)

Career summary, position and responsibilities[Significant concurrent positions outside the Company]
Oct. 1982

6

Number of theCompany’s shares
ownedJoined Asahi & Co. (currently KPMG AZSA
LLC)Mar. 1986
Registered as a certified public accountant (tothe present)
Oct. 1995
Senior Manager, Asahi & Co. (retired in
Kimiyo Hayashi
September 2009)(April 29, 1958)
Oct. 2009
Representative, Hayashi Kimiyo Certified
Reelection
Public Accountant Office (present position)
OutsideOct. 2010
Corporate Auditor, Iwatani Direct Co., Ltd.
2,300 shares
Independent(currently IWATANI-I-COLLECT Co., Ltd.)
Tenure as Outside Director(present position)(at the conclusion of thisJune 2019
Director of the Company (present position)
meeting)June 2020
Outside Auditor, NEW COSMOS ELECTRIC
Three (3) years
CO., LTD. (present position)[Significant concurrent positions outside the Company]
Representative, Hayashi Kimiyo Certified Public Accountant
OfficeOutside Auditor, NEW COSMOS ELECTRIC CO., LTD.
[Summary of reasons for nomination as candidate for Outside Director and expected roles]
In addition to her wealth of insight in finance and accounting as a certified public accountant, Kimiyo Hayashi has
ample experience as an auditor of business corporations.
In the Company, she is appropriately playing her role of the management supervisory function, including actively
participating in discussion at the Board of Directors from her expert perspective. The Company requests her reelection
as an Outside Director in the expectation that her advice on the Company’s overall management will contribute towards
reinforcement of corporate governance of the Company, which leads to accomplishing continuous growth and further
improvement of the corporate value of the Company's Group.
Moreover, if she is reelected, the Company will seek her continued involvement in selecting the Company’s officer
candidates and making decisions on officer remuneration and other matters from an objective and neutral perspective asa member of the Nominating Committee and the Remuneration Advisory Committee.
Although she has not been involved in the management of a company except as an outside officer in the past, theCompany deems her capable of appropriately performing her professional duties as an Outside Director for the reasons
above.

- 11 -

No.

Name(Date of birth)

Career summary, position and responsibilities[Significant concurrent positions outside the Company]
Apr. 1980

7

Number of theCompany’s shares
ownedJoined The Mitsubishi Bank, Ltd. (currently
MUFG Bank, Ltd.)May 2005
General Manager, Credit & Advisory Division,
The Bank of Tokyo-Mitsubishi, Ltd. (currently
MUFG Bank, Ltd.)May 2006
General Manager, Credit Division,
The Bank of Tokyo-Mitsubishi UFJ, Ltd.
(currently MUFG Bank, Ltd.)
June 2007
Executive Officer, Manager, Credit Division,
Hiroshi Sato
The Bank of Tokyo-Mitsubishi UFJ, Ltd.
(January 2, 1958)
June 2008
Full-time Member of the Audit & Supervisory
0 sharesNew candidate
Committee, The Bank of Tokyo-Mitsubishi
OutsideUFJ, Ltd. (retired in June 2011)
Independent
June 2011
Representative Director and Managing
Director,
Mitsubishi Steel Mfg. Co., Ltd. (retired in June
2017)
June 2017
Standing Audit & Supervisory Board Member,
Mitsubishi Materials Corporation
June 2019
Outside Director and Standing Audit
Committee Member, Mitsubishi Materials
Corporation (present position)[Summary of reasons for nomination as candidate for Outside Director and expected roles]
Hiroshi Sato has ample expertise related to finance, accounting, and corporate management gained through his
experience as a corporate auditor of a financial institution and a senior corporate executive and corporate auditor of
listed enterprises. The Company requests his election as an Outside Director in the expectation that his advice on the
Company’s overall management will contribute towards reinforcement of corporate governance of the Company, whichleads to accomplishing continuous growth and further improvement of the corporate value of the Company's Group.
Moreover, if he is elected, the Company will seek his involvement in selecting the Company’s officer candidates andmaking decisions on officer remuneration and other matters from an objective and neutral perspective as a new memberof the Nominating Committee and the Remuneration Advisory Committee.

- 12 -

No.

Name(Date of birth)

Career summary, position and responsibilities[Significant concurrent positions outside the Company]
Apr. 1981

8

Notes:

Number of theCompany’s shares
ownedJoined The Bank of Tokyo, Ltd. (currently
MUFG Bank, Ltd.)May 2007General Manager, Johannesburg Representative
Office,The Bank of Tokyo-Mitsubishi UFJ, Ltd.
(currently MUFG Bank, Ltd.)
Dec. 2010
Joined Nippon Yusoki Co., Ltd. (currently
Mitsubishi Logisnext Co., Ltd.)
Apr. 2011
General Manager, Business Planning Office,Sales and Marketing Headquarters, Nippon
Yusoki Co., Ltd.
Apr. 2013
Division Head, General Manager, Overseas
Business Planning Division, Overseas Sales andMarketing Headquarters, Mitsubishi Nichiyu
Koji Baba
Forklift Co., Ltd. (currently Mitsubishi(August 22, 1957)
Logisnext Co., Ltd.)New candidate
0 shares
June 2014
Executive Officer, Division Head, General
OutsideManager, Overseas Business Planning Division,
Independent
Overseas Sales and Marketing Headquarters,
Mitsubishi Nichiyu Forklift Co., Ltd. (currently
Mitsubishi Logisnext Co., Ltd.)
Oct. 2017
Member of the Executive Team, Deputy Head,
Overseas Sales and Marketing Headquarters
and Division Head, General Manager, Overseas
Business Planning Division, Mitsubishi
Logisnext Co., Ltd.
June 2019
Audit and Supervisory Board Member,
Mitsubishi Logisnext Co., Ltd. (present
position)[Significant concurrent positions outside the Company]
Audit and Supervisory Board Member, Mitsubishi Logisnext
Co., Ltd.
[Summary of reasons for nomination as candidate for Outside Director and expected roles]
Koji Baba has ample expertise related to finance and accounting as well as overseas business gained through his
experience as an executive officer in charge of overseas sales and a corporate auditor of a listed enterprise, in addition
to many years of experience in a financial institution. The Company requests his election as an Outside Director in the
expectation that his advice on the Company’s overall management will contribute towards reinforcement of corporate
governance of the Company, which leads to accomplishing continuous growth and further improvement of the corporate
value of the Company's Group.
Moreover, if he is elected, the Company will seek his involvement in selecting the Company’s officer candidates andmaking decisions on officer remuneration and other matters from an objective and neutral perspective as a new memberof the Nominating Committee and the Remuneration Advisory Committee.
1. Hideyoshi Noda, a candidate for Director, serves concurrently as Representative Director and President of NITTOCHEMICAL CO., LTD. The Company outsources the production of paints to NITTO CHEMICAL CO., LTD.
2. There are no special interests between the other candidates and the Company.
3. Matters pertaining to candidates for Outside Director are as follows.
(1) Kimiyo Hayashi, Hiroshi Sato, and Koji Baba are candidates for Outside Director.
The Company has designated these three persons as Independent Officers and notified such designation to the Tokyo
Stock Exchange in accordance with the rules of Tokyo Stock Exchange, Inc.
(2) The Company has entered into a limited liability agreement with Kimiyo Hayashi under Article 423, paragraph (1)of the Companies Act. Limitation on liability to compensate for damages under such an agreement is set out to be
the minimum amounts set forth in the relevant laws and regulations. If the reelection of Kimiyo Hayashi is approved,
the Company intends to continue the above limited liability agreement. In addition, if the election of Hiroshi Satoand Koji Baba is approved, the Company intends to enter into the same limited liability agreements with them.
(3) Although Kimiyo Hayashi was formerly a member of KPMG AZSA & Co. (currently KPMG AZSA LLC), theaccounting auditor of the Company, a significant period of time has passed since she left the said firm (12 years).
Accordingly, the Company has determined that the independence of Kimiyo Hayashi is secured.

- 13 -

(4) There are business transactions such as borrowings, etc., between the Company and MUFG Bank, Ltd., where Hiroshi
Sato served as a corporate auditor and Koji Baba served as a business executive, however, the amount of theseborrowings at the end of the most recent fiscal year is small (less than 2.1%) for the consolidated total assets of theCompany. Also, a significant period of time has passed since they left the said bank (11 years in the case of Hiroshi
Sato, and 12 years in the case of Koji Baba). Therefore, the Company has determined that the independence of Hiroshi
Sato and Koji Baba is secured.
(5) There are business transactions such as purchasing raw materials, etc., between the Company and Mitsubishi
Materials Corporation, where Hiroshi Sato serves as an Outside Director and Standing Audit Committee Member,but the amount of these transactions in the most recent fiscal year is negligible (less than 0.01%) for the consolidated
net sales of Mitsubishi Materials Corporation. Accordingly, the Company has determined that the independence ofHiroshi Sato is secured.
(6) There are business transactions such as providing products, etc., between the Company and Mitsubishi Logisnext
Co., Ltd., where Koji Baba serves as an Audit and Supervisory Board Member, but the amount of these transactionsin the most recent fiscal year is negligible (less than 0.2%) for the consolidated net sales of the Company. Accordingly,
the Company has determined that the independence of Koji Baba is secured.
4. The Company has taken out a Directors and Officers liability insurance policy with an insurance company, as stipulated
in Article 430-3, paragraph (1) of the Companies Act, with all of its Directors covered as insured parties thereto. The
insurance policy provides coverage with respect to officers and others who are the insured parties for losses that arise fromtheir assumption of liability incurred in the course of performing their professional duties or otherwise arising as a resultof them having become subject to claims pertaining to the pursuit of such liability. However, there are certain reasons forcoverage exclusion in that, for instance, the policy does not provide coverage for losses arising due to performance of anillegal act with full knowledge of its illegality. In addition, when the insurance policy is renewed, the Company plans torenew the policy with the same terms. All candidates for Director will be listed as insured parties under the insurance
policy.

- 14 -

Proposal 4:

Election of Two (2) Corporate Auditors

At the conclusion of this meeting, the term of office of Corporate Auditor Hiroyuki Fujii will expire, and Corporate
Auditor Masaki Kobayashi will resign. Therefore, we propose the election of two (2) Corporate Auditors.
The candidates for Corporate Auditor have been determined by the Board of Directors based on the recommendationof the Nominating Committee, a majority of which consists of Outside Directors.
The Board of Corporate Auditors has given its consent to this proposal.
The candidates for Corporate Auditor are as follows:
No.

Name
(Date of birth)

Career summary and position[Significant concurrent positions outside the Company]
Apr. 1982
Mar. 2003
July 2006

1

Number of theCompany’s shares
ownedJoined Mitsubishi Corporation
CEO of Miteni S.p.A (Italy)
Manager, Fine Chemicals Unit,
Head Office, Mitsubishi Corporation
Mar. 2010
President of PT.Kaltim Parna Industri(Indonesia)
Apr. 2013
General Manager, Warsaw Branch, Mitsubishi
Corporation
Apr. 2016
Executive Officer,
Deputy General Manager, Overseas
Naoyuki Kimura
Operations Division; General Manager,(May 28, 1959)
4,970 shares
Overseas Business Planning Department; andNew candidate
Deputy General Manager, Procurement
Division of the Company
Apr. 2017
General Manager, Overseas Operations
Division, and in charge of Procurement of theCompany (present position)
June 2017
Director (present position),Managing Executive Officer of the Company
Apr. 2022
Head of Overseas Operations Division of theCompany (present position)[Responsibilities]
Overseas Operations Division, Procurement Division[Reasons for nomination as candidate for Corporate Auditor]
Naoyuki Kimura has ample expertise gained through his many years of experience in international business andmaterial procurement in a general trading company. In the Company, he has gained in-depth knowledge of the real stateof the Company’s Group through his administration of the Overseas Operations Division, the Procurement Division,and overseas subsidiaries as a Director. The Company requests his election as a Corporate Auditor in the belief that heis the right person to reinforce the audit system of the Company’s Group.

- 15 -

Name(Date of birth)

No.

Career summary and position[Significant concurrent positions outside the Company]
Apr. 1981
Apr. 2005

2

Notes:

1.
2.

3.

4.

5.

Number of theCompany’s shares
ownedJoined SHIMADZU CORPORATION
General Manager, Human Resources
Department, SHIMADZU CORPORATION
June 2007
Corporate Officer, SHIMADZUCORPORATION
Hiroyuki Fujii
June 2009
Director,(August 1, 1954)
in charge of Human Resources and Global
Reelection
Environmental Management, SHIMADZU
OutsideCORPORATION
Independent
7,700 shares
June 2011
In charge of Public Relations, SHIMADZU
Tenure as Outside Corporate
CORPORATION
AuditorJune 2013
Audit & Supervisory Board Member,(at the conclusion of thisSHIMADZU CORPORATION (present
meeting)
position)
Eight (8) years
June 2014
Outside Corporate Auditor of the Company(present position)[Significant concurrent positions outside the Company]
Audit & Supervisory Board Member, SHIMADZUCORPORATION[Reasons for nomination as candidate for Outside Corporate Auditor]
Hiroyuki Fujii has ample expertise gained through his experience in legal and audit operations as a Director, Corporate
Auditor, and the chair of the Audit & Supervisory Board for a listed enterprise. Since assuming the office of Outside
Corporate Auditor of the Company, he is appropriately auditing the exercise of duties by Directors of the Company,
including actively participating in discussion at the Board of Directors. Considering the above track record, theCompany requests his reelection as an Outside Corporate Auditor in the belief that he is the right person to reinforce theaudit system of the Company’s Group.
There is no special interest between Naoyuki Kimura, a candidate for Corporate Auditor, and the Company, or between
Hiroyuki Fujii, a candidate for Outside Corporate Auditor, and the Company.
Hiroyuki Fujii is a candidate for Outside Corporate Auditor.
The Company has designated Hiroyuki Fujii as an Independent Officer and notified such designation to the Tokyo Stock
Exchange in accordance with the rules of Tokyo Stock Exchange, Inc.
The Company has entered into a limited liability agreement with Hiroyuki Fujii under Article 423, paragraph (1) of theCompanies Act. Limitation on liability to compensate for damages under such an agreement is set out to be the minimum
amounts set forth in the relevant laws and regulations. If the reelection of Hiroyuki Fujii is approved, the Company intends
to continue the above limited liability agreement. In addition, if Proposal 2 is approved and the election of Naoyuki Kimura
is approved, the Company intends to enter into the same limited liability agreement with him.
Hiroyuki Fujii is an Audit & Supervisory Board Member of SHIMADZU CORPORATION. There are business
transactions such as providing products, etc., between the Company and SHIMADZU CORPORATION, but the amountof these transactions in the most recent fiscal year is negligible (less than 0.01%) for the consolidated net sales of
SHIMADZU CORPORATION. Accordingly, the Company has determined that the independence of Hiroyuki Fujii issecured.
The Company has taken out a Directors and Officers liability insurance policy with an insurance company, as stipulated
in Article 430-3, paragraph (1) of the Companies Act, with all of its Corporate Auditors covered as insured parties thereto.
The insurance policy provides coverage with respect to officers and others who are the insured parties for losses that arise
from their assumption of liability incurred in the course of performing their professional duties or otherwise arising as aresult of them having become subject to claims pertaining to the pursuit of such liability. However, there are certain reasonsfor coverage exclusion in that, for instance, the policy does not provide coverage for losses arising due to performance ofan illegal act with full knowledge of its illegality. In addition, when the insurance policy is renewed, the Company plansto renew the policy with the same terms. If the election of Naoyuki Kimura and Hiroyuki Fujii is approved, they will belisted as insured parties under the insurance policy.

- 16 -

Proposal 5:

Election of One (1) Substitute Corporate Auditor

The effect of assignment of substitute Corporate Auditor Koji Baba will expire at the commencement of this meeting.
Therefore, we propose the election of one (1) substitute Corporate Auditor to prepare for a situation where the numberof Corporate Auditor does not satisfy the number prescribed by laws and regulations.
The candidate for substitute Corporate Auditor has been determined by the Board of Directors based on therecommendation of the Nominating Committee, a majority of which consists of Outside Directors.
The Board of Corporate Auditors has given its consent to this proposal.
The candidate for substitute Corporate Auditor is as follows:
Name(Date of birth)

Career summary[Significant concurrent positions outside the Company]
Apr. 1977

Number of theCompany’s shares
ownedJoined Japan Storage Battery Co., Ltd. (currently GS Yuasa
International Ltd.)
July 2007
General Manager, Corporate Strategic Planning Office, andHead of Public Relations Office, GS Yuasa Corporation
June 2008
Corporate Officer, GS Yuasa Corporation
June 2009
Director, GS Yuasa Corporation
Apr. 2010
Head of the Corporate Office, GS Yuasa Corporation
Kei Nishida
June 2012Managing Director, GS Yuasa Corporation(July 8, 1954)
0 shares
June 2015
Representative Director and Senior Managing Director, GS
OutsideYuasa Corporation
Independent
June 2018
Representative Director and Executive Vice President, GS
Yuasa Corporation
June 2020
Consultant, GS Yuasa Corporation (retired in June 2021)
June 2021
Outside Director, TOKYO ELECTRON DEVICE LIMITED(present position)[Significant concurrent positions outside the Company]
Outside Director, TOKYO ELECTRON DEVICE LIMITED[Reasons for nomination as candidate for substitute Outside Corporate Auditor]
Kei Nishida has ample expertise related to corporate management gained through his experience as a senior corporate executive andoutside director of listed enterprises. The Company requests his election as a substitute Outside Corporate Auditor in the expectationthat he will appropriately execute his duties as Corporate Auditor from his expert perspective drawing on such expertise.
Notes: 1. There is no special interest between Kei Nishida, a candidate for substitute Outside Corporate Auditor, and the Company.
2. Kei Nishida is a candidate for substitute Outside Corporate Auditor. If he is appointed Corporate Auditor, the Company
plans to designate Kei Nishida as an Independent Officer and notify such designation to the Tokyo Stock Exchange inaccordance with the rules of Tokyo Stock Exchange, Inc.
3. If Kei Nishida is appointed Corporate Auditor, the Company intends to enter into a limited liability agreement with him
under Article 423, paragraph (1) of the Companies Act. Limitation on liability to compensate for damages under such an
agreement is set out to be the minimum amounts set forth in the relevant laws and regulations.
4. The Company has taken out a Directors and Officers liability insurance policy with an insurance company, as stipulated
in Article 430-3, paragraph (1) of the Companies Act, with all of its Corporate Auditors covered as insured parties thereto.
The insurance policy provides coverage with respect to officers and others who are the insured parties for losses that arise
from their assumption of liability incurred in the course of performing their professional duties or otherwise arising as aresult of them having become subject to claims pertaining to the pursuit of such liability. However, there are certain reasonsfor coverage exclusion in that, for instance, the policy does not provide coverage for losses arising due to performance ofan illegal act with full knowledge of its illegality. In addition, when the insurance policy is renewed, the Company plansto renew the policy with the same terms. If Kei Nishida is appointed Corporate Auditor, the Company intends to list him
as an insured party under the insurance policy.

- 17 -

(Reference) Composition of the Board of Directors and the Board of Corporate Auditors (planned after the conclusionof this meeting)
If Proposals 3 and 4 are approved, the composition of the Board of Directors and the Board of Corporate Auditors of
the Company will be as below:
Category

Name

Takayuki Sato

Tatsuhiko Nagano

The Board of Directors

Hideyoshi Noda
Motohiro
Yamamoto
Masayuki Nakatani
Kimiyo Hayashi
Hiroshi Sato
Koji Baba

The Board of Corporate

Hideki Sugiura

Naoyuki Kimura

Hiroyuki Fujii

Position in the
Company
Representative
Director andPresident
Director,
Managing
Executive
Officer
Director,
Executive
Officer
Director,
Executive
Officer
Director,
Executive
Officer
Director(Outside)
Director(Outside)
Director(Outside)
Full-time
Corporate
Auditor(Outside)
Full-time
Corporate
AuditorCorporate
Auditor(Outside)

Tenure as
Officer

Age

GenderTen (10) years

61

Male

Four (4) years

58

Male

Seven (7) years

59

Male

Five (5) years

58

Male

–

55

Male

Three (3) years

64–

Nominating
Committee

Remuneration
Advisory
Committee●●(Chair)(Chair)●●Female

●

●

64

Male

●

●

–

64

Male

●

●

One (1) years

56

Male

–

63

Male

Eight (8) years

67

Male

Note: The table above does not represent all of the skills (expertise, experience, and knowledge) possessed by each person.

- 18 -

Director’s or Corporate Auditor’s expertise, experience, and knowledge
Category

Name

Position in the
Company

Representative
Director andPresident
Director,
Managing
Tatsuhiko Nagano
Executive
Officer
Director,
Hideyoshi Noda
Executive
Officer
Director,
Motohiro Yamamoto Executive
Officer
Director,
Masayuki Nakatani Executive
Officer
Director
Kimiyo Hayashi(Outside)
Director
Hiroshi Sato
(Outside)
Director
Koji Baba(Outside)
Full-time
Corporate
Hideki Sugiura
Auditor(Outside)
Full-time
Naoyuki Kimura
Corporate
AuditorCorporate
Hiroyuki Fujii
Auditor(Outside)
Takayuki Sato

Corporate
management

Finance &accounting

Legal,
compliance,and riskmanagement

Global●●Sales &
marketing●●Technology
Environment& product& societydevelopment/production

●

●

●

The Board of Directors

●
●
●

●

●
●

●

●
●

The Board of Corporate

●

●

●

●

●

●

- 19 -●

(Reference) Independence Criteria for Outside Officers
The Company deems that Outside Directors and Outside Corporate Auditors (including their candidates) haveadequate independence from the Company if they meet the requirements for independence stipulated by theCompanies Act and the Tokyo Stock Exchange, and do not fall under any of the following items:(1)

A person whose major business partner is the Company or the Company’s subsidiary (“the Company’sGroup”)Note 1, or an executive for that personNote 2(2)

A person who is a major business partner of the Company’s GroupNote 3, or an executive for that person(3)

A consultant, accounting professional, or legal professional who received ¥10 million or more monetaryconsideration or other property from the Company’s Group in the last fiscal year excluding officer
remuneration (if a corporation, association, or other organization received such property, this applies to aperson who belongs to that organization)(4)

A person who received donations of ¥10 million or more from the Company’s Group in the last fiscal year,
or an executive for that person(5)

A major shareholder (a shareholder who holds 10% or more of all the voting rights directly or indirectly) of
the Company, or an executive for that shareholder(6)

A person who had fallen under any of (1) to (5) above in the past three (3) years(7)

A relative within the second degree of a person who falls under any of (1) to (5) above (limited to important
personsNote 4)

Notes: 1. “A person whose major business partner is the Company’s Group” means a person who is a business partner groupproviding products or services to the Company’s Group and received payments from the Company’s Group that
represent 2% or more of the person’s annual consolidated net sales for the last fiscal year.
2. “An executive” means an executive as stipulated in Article 2, paragraph (3), item (vi) of the Regulations for
Enforcement of the Companies Act, i.e., an executive director, executive officer, or other officer managing the businessof a corporation, etc., a member who manages the business, and an employee.
3. “A person who is a major business partner of the Company’s Group” means a person who is a business partner group towhich the Company’s Group provides products or services and made payments to the Company’s Group that represent
2% or more of the Company’s Group’s annual consolidated net sales for the last fiscal year (in the case of a financial
institution from which the Company’s Group borrows, the financial institution falls under this category if the amount ofborrowings is not negligible for the consolidated total assets of the Company’s Group).
4. “Important persons” mean directors, executive officers, corporate officers, or executives at the level of division heads or
higher in the case of (1), (2), (4), and (5), and certified public accountants belonging to an audit corporation or attorneys(including so-called associates) belonging to a law firm in the case of (3).

- 20 -