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, 2021
To our shareholders:
Takayuki Sato President
Dai Nippon Toryo Co., Ltd.
18-11 Minamisemba 1-chome, Chuo-ku, Osaka

NOTICE OF THE 138TH ORDINARY GENERAL MEETING OF SHAREHOLDERS
Dai Nippon Toryo Co., Ltd. (the “Company”) would hereby like to inform you that the 138th 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.
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., Monday, June 28, 2021 (Japan Standard Time).
1. Date and Time: Tuesday, June 29, 2021 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
18-11 Minamisemba 1-chome, Chuo-ku, Osaka
3. Purposes:
Items to be reported:
1. Business Report and Consolidated Financial Statements for the 138th Term (from April 1, 2020 to March
31, 2021), as well as the results of audit of the Consolidated Financial Statements by the Accounting Auditor
and the Board of Corporate Auditors.
2. Non-Consolidated Financial Statements for the 138th Term (from April 1, 2020 to March 31, 2021)
Items to be resolved:
Proposal 1:
Appropriation of Surplus
Proposal 2:
Election of Eight (8) Directors
Proposal 3:
Election of One (1) Corporate Auditor
Proposal 4:
Election of One (1) Substitute Corporate Auditor
Proposal 5:
Determination of Remuneration for Granting Restricted Shares to Directors (Excluding
Outside Directors)- 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 Notes to Consolidated Financial Statements and Notes to Non-Consolidated Financial
Statements 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. The Notes toConsolidated Financial Statements and Notes to Non-Consolidated Financial Statements are a portion of the Consolidated Financial
Statements and Non-Consolidated Financial Statements that were 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 our shareholders is one of the important management issues, and the Company aims tomaintain consistent and stable payment of dividends as our basic policy, while striving to strengthen 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: ¥707,633,725
3. Effective date of distribution of dividends of surplus
June 30, 2021

(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 the investors’ equity to boost its earnings power;
and amplified returns to shareholders. The Company makes it a basic principle that underlies its capital policies,
based on which it takes into overall consideration the optimal balance between these three challenges, to attaincontinued growth.
Note:

The Company conducted a five-to-one consolidation of common shares on October 1, 2017. The dividend amount for the 134th
term has been recalculated on the assumption that the share consolidation was conducted prior to that term.

-2-

Proposal 2:

Election of Eight (8) Directors

The term of office of all nine (9) 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)

Director, Managing Executive
Officer2

Naoyuki Kimura

Reelection

General Manager, Overseas
Operations Division, and in

Male

Nine (9) years

Male

Four (4) years

Male

Three (3) years

100%(12/12)MaleSix (6) years

100%(12/12)

Male

Four (4) years

Male

Five (5) years

Male

Three (3) years

FemaleTwo (2) years

100%(12/12)charge of Procurement
Director, Managing Executive

3

Tatsuhiko Nagano

Reelection

Officer
General Manager, Administrative
Division, and in charge of
Promotion of Dealer’s

100%(12/12)collaboration
4

Hideyoshi Noda

Reelection

Director, Executive Officer
General Manager, Production
Division
Director, Executive Officer

5Motohiro Yamamoto

6

Kyoichi Haizaki

Reelection

General Manager, Coating
Business Division

Reelection

7

Michitaka Mukohara

100%

OutsideDirector
Independent
Reelection
Outside(12/12)92%

Director(11/12)

Independent
8

Kimiyo Hayashi

Reelection
Outside100%(12/12)

Director

Independent

-3-

No.

Name
(Date of birth)

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

Apr. 2010

Apr. 2011

1

Takayuki Sato
(January 15, 1961)
Reelection
Tenure as Director(at the conclusion of thismeeting)Nine (9) years

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

12,600 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, and iscurrently leading management of the Company’s Group as the Representative Director and President, making important
decisions at the Board of Directors and supervising business operations. Because of this wealth of experience andachievements, in addition to having strong leadership, the Company requests his reelection as a Director as it has judgedthat 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 Group.

-4-

No.

Name
(Date of birth)

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

2

3

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
Naoyuki Kimura
Corporation(May 28, 1959)
Apr. 2016
Executive Officer, Deputy General Manager,
Reelection
Overseas Operations Division; General
1,300 shares
Tenure as Director
Manager, Overseas Business Planning(at the conclusion of thisDepartment; and Deputy General Manager,
meeting)
Procurement Division of the Company
Four (4) years
Apr. 2017
General Manager, Overseas Operations
Division (present position), and in charge ofProcurement (present position) of the Company
June 2017
Director (present position), Managing
Executive Officer of the Company (present
position)[Responsibilities]
Overseas Operations Division, Procurement Division[Reasons for nomination as candidate for Director]
Naoyuki Kimura has ample expertise gained through his experience in international business and material procurement
in a general trading company. In the Company, he is responsible for the Overseas Operations Division and theProcurement Division, and manages overseas subsidiaries. Considering this wealth of experience and achievements, theCompany 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 ofcorporate value of the Company’s Group.
Apr. 1987
Joined The Mitsubishi Bank, Ltd. (currently
MUFG Bank, Ltd.)May 2012
General Manager, Corporate Banking Division
No. 5, Corporate Banking Group No. 2, The
Mitsubishi Bank, Ltd.
June 2014
General Manager, Marunouchi Branch, The
Mitsubishi Bank, Ltd.
Tatsuhiko Nagano
June 2017
Executive Officer, Deputy General Manager,(September 22, 1963)
Administrative Division, and in charge ofReelection
Finance of the Company
700 shares
Tenure as Director(at the conclusion of thisApr. 2018
General Manager, Administrative Division of
meeting)
the Company (present position)
Three (3) years
June 2018
Director (present position), Managing
Executive Officer of the Company (present
position)
Oct. 2020
In charge of Promotion of Dealer’s
collaboration of the Company (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 organization. He is leading the Administrative Division, while chairing the Compliance Committee and Risk
Management Committee, thereby contributing towards sound management of the Company’s Group. Considering thiswealth 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 corporate value of the Company’s Group.

-5-

No.

Name
(Date of birth)

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

4

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
Hideyoshi Noda
Apr. 2013
Executive Officer of the Company (present(September 28, 1962)
position)
Reelection
May 2013
Deputy General Manager, Coating Business
11,300 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 theSix (6) years
Company (present position)
June 2015
Director (present position), General Manager,
Production Engineering Department,
Production Division of the Company[Responsibilities]
Production Division[Significant concurrent positions outside the Company]
Representative Director and President, NITTO CHEMICAL
CO., LTD.
Representative Director and President, BO 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,in addition to having experience in the Sales & Marketing Department, he is responsible for the Production Division.
He is also responsible for production subsidiaries, and manages the production of the Group. 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 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. 1986
Apr. 2014

5

6

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
Motohiro Yamamoto
Apr. 2015
Executive Officer of the Company (present(January 18, 1964)
position)
Reelection
3,400 shares
Tenure as Director
Apr. 2016
General Manager, Technical Development(at the conclusion of this
Division, and Deputy General Manager,
meeting)
Coating Business Division (Head ofFour (4) years
Technology) of the Company
June 2017
Director of the Company (present position)
Apr. 2018
General Manager, Coating Business Division of
the Company (present position)[Responsibilities]
Coating Business Division, Specialty Business Division,
Technical Development Division[Reasons for nomination as candidate for Director]
Motohiro Yamamoto has ample expertise gained through his many years of experience in coating development andmarket development in the technical divisions of the Company. Currently he is leading the marketing division by
applying these skills. 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 corporate value of the Company’s Group.
Mar. 1971
Joined Nippon Yusoki Co., Ltd. (currently
Mitsubishi Logisnext Co., Ltd.)
Sept. 2005
General Manager, Domestic Sales Planning
Department, Domestic Sales Division, Nippon
Yusoki Co., Ltd.
June 2006
Executive Officer, Nippon Yusoki Co., Ltd.
June 2007
Director, Nippon Yusoki Co., Ltd.
Kyoichi Haizaki
June 2008
Managing Director, Nippon Yusoki Co., Ltd.
(December 22, 1948)
Apr. 2009
Director, Nippon Yusoki Co., Ltd.
Reelection
Representative Director and President, Nichiyu
OutsideMHI Forklift Co., Ltd.
700 shares
Independent
June 2010
Managing Director, Nippon Yusoki Co., Ltd.
Tenure as Outside Director
June 2011
Senior Managing Director, Nippon Yusoki Co.,(at the conclusion of thisLtd.
meeting)
Apr.
2013
Director, Senior Managing Executive Officer,
Five (5) years
Mitsubishi Nichiyu Forklift Co., Ltd. (Currently
Mitsubishi Logisnext Co., Ltd.)
June 2015
Senior Advisor, Mitsubishi Nichiyu Forklift
Co., Ltd.
June 2016
Advisor, Mitsubishi Nichiyu Forklift Co., Ltd.
(retired in June 2017)
Director of the Company (present position)[Summary of reasons for nomination as candidate for Outside Director and expected roles]
Kyoichi Haizaki has ample expertise related to corporate management gained through his many years of experience as adirector of listed enterprises. The Company requests his reelection as an Outside Director in the expectation that his
advice on the Company’s overall management will contribute towards reinforcement of corporate governance of theCompany, which leads to accomplishing continuous growth and further improvement of corporate value of theCompany’s Group. Moreover, if he is elected, the Company will seek his continued involvement in selecting theCompany’s officer candidates and making decisions on officer remuneration and other matters from an objective andneutral perspective as a member of the Nominating Committee and the Remuneration Advisory Committee.

-7-

No.

Name
(Date of birth)

Career summary, position and responsibilities[Significant concurrent positions outside the Company]
Apr. 1977

7

Number of theCompany’s shares
ownedJoined The Mitsubishi Bank, Ltd. (currently
MUFG Bank, Ltd.)
Jan. 1997
General Manager, Tamachi Higashi-guchi
Branch, The Bank of Tokyo-Mitsubishi, Ltd.
(currently MUFG Bank, Ltd.)
Oct. 2000
General Manager, Media Relations Office, The
Bank of Tokyo-Mitsubishi, Ltd.
June 2004
Executive Officer, General Manager of Credit
Department, The Bank of Tokyo-Mitsubishi,Ltd. (retired in June 2006)
June 2006
Representative Director and President,
Michitaka Mukohara
Marunouchi Yorozu Co., Ltd. (retired in June
(November 3, 1954)
2007)
Reelection
June 2007
Representative Director and Deputy President,
OutsideMitsubishi UFJ Capital Co., Ltd.
1,800 shares
Independent
June 2008
President, Mitsubishi UFJ Capital Co., Ltd.
Tenure as Outside Director(retired in June 2011)(at the conclusion of thisJune 2011
Full-time Audit & Supervisory Board Member,meeting)
MARUI GROUP CO., LTD. (retired in June
Three (3) years
2015)
Dec. 2015
Representative Director and Deputy President,
MST Insurance Service Co., Ltd. (retired inJune 2018)
June 2018
Corporate Auditor, Marunouchi Yorozu Co.,
Ltd. (retired in June 2019)
Director of the Company (present position)
June 2019
Representative Director and President, Ryoka
Sangyo Co., Ltd. (present position)[Significant concurrent position outside the Company]
Representative Director and President, Ryoka Sangyo Co., Ltd.
[Summary of reasons for nomination as candidate for Outside Director and expected roles]
Michitaka Mukohara has ample expertise related to corporate management gained through his experience as the fulltime corporate auditor of listed enterprises and a senior corporate executive of business companies, in addition to many
years of experience in financial institutions. The Company requests his reelection 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 corporate
value of the Company’s Group. Moreover, if he is elected, the Company will seek his continued involvement inselecting the Company’s officer candidates and making decisions on officer remuneration and other matters from an
objective and neutral perspective as a member of the Nominating Committee and the Remuneration Advisory
Committee.

-8-

No.

Name
(Date of birth)

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

8

Notes:

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.
1,400 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
Two (2) 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. The Company requests her reelection as an Outside Director in
the expectation that, in addition to the above, her advice on the Company’s overall management drawing on her
perspective of diversity will contribute towards reinforcement of corporate governance of the Company, which leads toaccomplishing continuous growth and further improvement of corporate value of the Company’s Group. Moreover, if
she is elected, the Company will seek her continued involvement in selecting the Company’s officer candidates andmaking decisions on officer remuneration and other matters from an objective and neutral perspective as a member of
the Nominating Committee and the Remuneration Advisory Committee.
Although she has never 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 due to thereasons above.
1. Hideyoshi Noda, a candidate for Director, serves concurrently as Representative Director and President of NITTOCHEMICAL CO., LTD. and BO CHEMICAL CO., LTD. The Company outsources the production of paints to bothcompanies.
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) Kyoichi Haizaki, Michitaka Mukohara and Kimiyo Hayashi are candidates for Outside Director.
The Company has designated Kyoichi Haizaki, Michitaka Mukohara and Kimiyo Hayashi as Independent Officers
and notified such designations to the Tokyo Stock Exchange in accordance with the rules of Tokyo Stock Exchange,
Inc.
(2) The Company has entered into limited liability agreements with Kyoichi Haizaki, Michitaka Mukohara, and Kimiyo
Hayashi under Article 423, paragraph (1) of the Companies Act. Limitation on liability of Outside Director tocompensate damages under such agreements is set out to be the minimum amounts set forth in the relevant laws andregulations. If the reappointments of Kyoichi Haizaki, Michitaka Mukohara, and Kimiyo Hayashi are approved, theCompany intends to continue the above limited liability agreements.
(3) There are business transactions such as providing coatings, etc., between the Company and Mitsubishi Logisnext Co.,
Ltd., where Kyoichi Haizaki served as a business executive, but the amount of these transactions in 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 Kyoichi Haizaki is secured.
(4) There are business transactions such as borrowings, etc., between the Company and MUFG Bank, Ltd., where
Michitaka Mukohara served as a business executive; however, the amount of these borrowings at the end of the mostrecent fiscal year is small (less than 3.5%) for the consolidated total assets of the Company. Also, a significant periodof time (fifteen (15) years) has passed since he left the said bank. There are business transactions such as purchasingof insurance, etc., between the Company and MST Insurance Service Co., Ltd., where Michitaka Mukohara served
as a business executive, but the amount of these transactions in the most recent fiscal year is negligible (less than1.5%) for the consolidated net sales of MST Insurance Service Co., Ltd. Accordingly, the Company has determinedthat the independence of Michitaka Mukohara is secured.

-9-There has been no transaction in the most recent fiscal year between the Company and other companies where
Michitaka Mukohara served as a business executive or where he concurrently holds positions at present.
(5) 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 (eleven (11)years). Accordingly, the Company has determined that the independence of Kimiyo Hayashi 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 have been listed as insured parties under the insurance
policy.

- 10 -

Proposal 3:

Election of One (1) Corporate Auditor

The term of office of Corporate Auditor Yasuyuki Fukuoka will expire at the conclusion of this meeting.
Therefore, we propose the election of one (1) Corporate Auditor.
The candidate for Corporate Auditor has 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 candidate for Corporate Auditor is as follows:
Name(Date of birth)

Career summary, position and responsibilities[significant concurrent positions outside the Company]
Apr. 1989

Number of theCompany’s shares
ownedJoined The Mitsubishi Trust and Banking Corporation(Currently Mitsubishi UFJ Trust and Banking Corporation
Feb. 2012
Deputy General Manager, Corporate Advisory Service
Division, Mitsubishi UFJ Trust and Banking Corporation
Oct. 2013
Deputy General Manager, Credit Supervisory Division,
Hideki Sugiura
Mitsubishi UFJ Trust and Banking Corporation(February 2, 1966)
Aug. 2014
General Manager, Real Estate Finance Credit Division,
0 sharesNew candidate
Mitsubishi UFJ Trust and Banking Corporation
OutsideApr. 2017
Deputy General Manager, Real Estate Trust Division,
Independent
Mitsubishi UFJ Trust and Banking Corporation
Apr. 2018
Deputy General Manager, Group Real Estate Business
Division, Mitsubishi UFJ Trust and Banking Corporation
Apr. 2021
Seconded to MU Trust Apple Planning Company, Ltd.
(present position)[Reasons for nomination as candidate for Outside Corporate Auditor]
Hideki Sugiura has ample expertise in finance, accounting, and risk management gained through his many years of experience in afinancial institution.
The Company requests his election as an Outside Corporate Auditor in the expectation that he will execute his duties as Corporate
Auditor from his expert perspective drawing on such expertise.
Although he has never been directly involved in the management of a company, the Company deems him capable of appropriately
performing his professional duties as an Outside Corporate Auditor based on his many years of experience in a financial institution.
Notes: 1. There is no special interest between Hideki Sugiura, a candidate for Outside Corporate Auditor, and the Company.
2. Hideki Sugiura is a candidate for Outside Corporate Auditor.
The Company has designated Hideki Sugiura as an Independent Officer and notified such designation to the Tokyo Stock
Exchange in accordance with the rules of Tokyo Stock Exchange, Inc.
3. If the election of Hideki Sugiura is approved, the Company intends to enter into a limited liability agreement with him
under Article 423, paragraph (1) of the Companies Act. Limitation on liability of Outside Corporate Auditor to compensate
damages under such agreements 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 the election of Hideki Sugiura is approved, the Company intends to list him as
an insured party under the insurance policy.
5. There are business transactions, such as stock transfer agency business and consulting services, between the Company
and Mitsubishi UFJ Trust and Banking Corporation, where Hideki Sugiura served as a business executive, but the amountof these transactions as of the end of the most recent fiscal year is negligible (less than 0.01%) for the consolidated net
sales of Mitsubishi UFJ Trust and Banking Corporation. Accordingly, the Company has determined that the independenceof Hideki Sugiura is secured.

- 11 -

Proposal 4:

Election of One (1) Substitute Corporate Auditor

The effect of assignment of substitute Corporate Auditor Hiroshi Maeshima will expire at the commencement of thismeeting. Therefore, we propose the election of one (1) substitute Corporate Auditor, to prepare for a situation where
the number of 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. 1981

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 andMarketing Headquarters, Nippon Yusoki Co., Ltd.
Apr. 2013
Division Head, General Manager, Overseas Business
Planning Division, Overseas Sales and Marketing
Koji Baba
Headquarters, Mitsubishi Nichiyu Forklift Co., Ltd.
(August 22, 1957)
0 shares
OutsideJune 2014
Executive Officer, Division Head, General Manager,
Independent
Overseas Business Planning Division, Overseas Sales andMarketing Headquarters, Mitsubishi Nichiyu Forklift 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.
[Reasons for nomination as candidate for substitute Outside Corporate Auditor]
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 full-time corporate auditor of a listed enterprise, in addition to many years ofexperience in financial institutions. 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 Koji Baba, a candidate for substitute Outside Corporate Auditor, and the Company.
2. Koji Baba is a candidate for substitute Outside Corporate Auditor. If he is appointed Corporate Auditor, the Company
plans to designate Koji Baba as an Independent Officer and notify such designation to the Tokyo Stock Exchange inaccordance with the rules of Tokyo Stock Exchange.
3. If Koji Baba 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 of Outside Corporate Auditor to compensate
damages under such agreements 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 Koji Baba is appointed Corporate Auditor, the Company intends to list him as
an insured party under the insurance policy.
5. There are business transactions such as providing coatings, 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 transactions in the most- 12 -

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.

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Proposal 5:

Determination of Remuneration for Granting Restricted Shares to Directors (Excluding
Outside Directors)

At the 136th Ordinary General Meeting of Shareholders held on June 27, 2019, remuneration for the Company’s
Directors was approved at an amount not to exceed ¥300 million p.a. In addition, at the 132nd Ordinary General
Meeting of Shareholders held on June 26, 2015, separately from the above remuneration for Directors, remuneration,etc. in the form of share acquisition rights as stock options for Directors (excluding Outside Directors) was approvedat an amount not to exceed ¥60 million p.a.
On this occasion, as part of the review of the officer remuneration plan, the Company proposes to grant commonshares of the Company that are subject to the provisions for a certain transfer restriction period, events of acquisition
without contribution by the Company, etc. (hereinafter “Restricted Shares”) to its Directors (excluding Outside
Directors) as follows, in order to provide an incentive for sustainable improvement in its medium- to long-termbusiness performance and corporate value to its Directors (excluding Outside Directors) as well as to further share
the benefits and risks of stock price fluctuations with shareholders and increase their motivation to contribute toincreases in stock price more than ever.
In this regard, aside from the above remuneration for Directors, the Company proposes to set the total amount ofmonetary remuneration claims provided as remuneration, etc. in the form of Restricted Shares to Directors (excluding
Outside Directors) of the Company at an amount not to exceed ¥60 million p.a., comprehensively taking into
consideration various factors such as Directors’ contribution at the Company. The Company has determined the
granting of Restricted Shares by comprehensively taking into consideration various factors such as Directors’
contribution at the Company in addition to the above purpose, and believes that the content is appropriate.
The Company established the policy for deciding on the content of individual remuneration, etc. for Directors at themeeting of its Board of Directors held on February 25, 2021, and its summary is as stated in the Business Report.
The granting of Restricted Shares based on this proposal is in line with this policy.
This proposal has been prepared by the Board of Directors based on the recommendation of the Remuneration
Advisory Committee, a majority of which consists of Outside Directors. Furthermore, subject to this proposal being
approved and adopted, the Company will abolish the provisions for the amount of remuneration, etc. in the form ofshare acquisition rights as stock options, which was approved at its 132nd Ordinary General Meeting of Shareholders
held on June 26, 2015, and will not issue any share acquisition rights as stock options based on these provisions in
the future, except for such rights that have already been allotted.
Currently, there are nine (9) Directors (of whom three (3) are Outside Directors) of the Company, but the number
will decrease to eight (8) Directors (of whom three (3) are Outside Directors) upon approval of Proposal 2.

Specific details and maximum number of Restricted Shares to be granted to Directors (excluding Outside Directors)of the Company
1. Granting of and payment for Restricted Shares
The Company provides monetary remuneration claims within the above limit of the annual amount as
remuneration, etc. in the form of Restricted Shares to its Directors (excluding Outside Directors) based on
resolution of its Board of Directors, and each Director receives the grant of Restricted Shares by providing all
the monetary remuneration claims by way of contribution in kind.
The amount to be paid for Restricted Shares is determined by the Board of Directors of the Company based on
the closing price of common shares of the Company on the Tokyo Stock Exchange on the business day
immediately preceding the date of the resolution of its Board of Directors for the issuance or disposal (if there isno closing price on such a business day, the closing price on the trading day immediately prior thereto), within arange that will not be particularly favorable to the Director who accepts these Restricted Shares.
In addition, the above monetary remuneration claims are provided on the condition that Directors (excluding
Outside Directors) of the Company agree on the above contribution in kind and enter into a Restricted Shares
grant agreement including the content specified in 3. below.
2. Total number of Restricted Shares
The total number of Restricted Shares granted to Directors (excluding Outside Directors) of the Company at
86,000 shares shall be the maximum number of Restricted Shares granted during each fiscal year.
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However, in the case where the Company conducts a share split (including allotment of its common shares
without contribution) or a share consolidation of its common shares after the date of resolution on this proposal,
or any other similar cases where the total number of Restricted Shares granted needs to be adjusted, the total
number of the Restricted Shares may be reasonably adjusted.
3. Content of Restricted Shares grant agreements
In the granting of Restricted Shares, a Restricted Shares grant agreement concluded between the Company anda Director who receives the grant of Restricted Shares shall include the following content, based on the resolutionof the Board of Directors of the Company.
(1) Content of restriction on transfer
A Director who received the grant of Restricted Shares shall not conduct transfer to a third party,
establishment of the right of pledge, establishment of mortgage, gift during life, bequest, or any otherdisposal of Restricted Shares granted to the Director (hereinafter “Granted Shares”), in the period between
the date of granting of the Restricted Shares and the date on which the Director retires from all positionsof Director, Corporate Auditor, and Executive Officer of the Company (hereinafter the “Transfer
Restriction Period”) (hereinafter “Transfer Restriction”).
(2) Acquisition of Restricted Shares without contribution
If a Director who received the grant of Restricted Shares retires from all positions of Director, Corporate
Auditor, and Executive Officer of the Company by the day prior to the date of holding its Ordinary General
Meeting of Shareholders that first comes on or after the start date of the Transfer Restriction Period, theCompany automatically acquires these Granted Shares without contribution, unless there is any legitimate
reason approved by its Board of Directors. Moreover, of the Granted Shares, if there are any Restricted
Shares for which the Transfer Restriction has not been lifted based on the provisions for events of lifting
Transfer Restriction in (3) below at the expiry of the Transfer Restriction Period in (1) above, the Company
automatically acquires these Restricted Shares without contribution.
(3) Lifting of Transfer Restriction
On the condition that a Director who received the grant of Restricted Shares has continuously remained in
the position of either Director, Corporate Auditor, or Executive Officer of the Company until the date ofholding its Ordinary General Meeting of Shareholders that first comes on or after the start date of theTransfer Restriction Period, the Company lifts the Transfer Restriction for all the Granted Shares at the
expiry of the Transfer Restriction Period.
However, if the Director retires from all positions of Director, Corporate Auditor, and Executive Officer of
the Company by the day prior to the date of holding its Ordinary General Meeting of Shareholders thatfirst comes on or after the start date of the Transfer Restriction Period for any legitimate reason approvedby its Board of Directors, the number of the Granted Shares for which the Transfer Restriction is lifted andthe timing when the Transfer Restriction is lifted shall be reasonably adjusted as needed.
(4) Treatment in organizational restructuring, etc.
If a proposal for a merger agreement where the Company becomes the extinguished entity, a share exchange
agreement or share transfer plan where the Company becomes a wholly-owned subsidiary, or any otherorganizational restructuring, etc. is approved at a General Meeting of Shareholders of the Company(however, in cases where approval at a General Meeting of Shareholders of the Company is not required
for the organizational restructuring, etc., by the Board of Directors of the Company) during the Transfer
Restriction Period, Transfer Restriction is lifted for the Granted Shares in the number reasonably stipulated
by taking into account the period from the start date of the Transfer Restriction Period to the date of
approval for the organizational restructuring, etc., by resolution of its Board of Directors, prior to theeffective date of the organizational restructuring, etc.
In this case, the Company automatically acquires the Granted Shares for which the Transfer Restriction has
still not been lifted without contribution at the time immediately after the Transfer Restriction is liftedbased on the provision above.

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(Reference)
If this proposal is approved at this meeting, the Company plans to also introduce a restricted share-based
remuneration plan similar to the above Restricted Shares for Executive Officers who do not serve concurrently as
Director of the Company.

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