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.

To Our Shareholders:

Securities Code: 7775
June 3, 2024
Start date of measures for electronic provision: May 29, 2024
Keiichi Yamada
Representative Director and President
DAIKEN MEDICAL CO., LTD.
2-6-2 Ayumino, Izumi-shi, Osaka, JapanNOTICE OF THE 56TH ANNUAL GENERAL MEETING OF SHAREHOLDERS
We are pleased to notify you that the 56th Annual General Meeting of Shareholders of DAIKEN MEDICAL CO.,LTD. (the “Company”) will be held as follows.
When convening this general meeting of shareholders, the Company takes measures for providing information that
constitutes the content of reference documents for the general meeting of shareholders, etc. (items for which measuresfor providing information in electronic format are to be taken) in electronic format, and posts this information oneach of the following websites. Please access any of these websites to review the information.
The Company’s website:
https://www.daiken-iki.co.jp/ir/soukai.php (in Japanese)
Website for posted informational materials for the general meeting of shareholders:
https://d.sokai.jp/7775/teiji/ (in Japanese)
Tokyo Stock Exchange website (Listed Company Search):https://www2.jpx.co.jp/tseHpFront/JJK010010Action.do?Show=Show (in Japanese)(Access the TSE website by using the link shown above, enter “Daiken Medical” in “Issue name (company name)”or the Company’s securities code “7775” in “Code,” and click “Search.” Then, click “Basic information” and select“Documents for public inspection/PR information.” Under “Filed information available for public inspection,” click“Click here for access” under “Notice of General Shareholders Meeting /Informational Materials for a General
Shareholders Meeting.”)
If you are not attending the meeting, you may exercise your voting rights by any of the methods listed below. Please
review the Reference Documents for the General Meeting of Shareholders and exercise your voting rights.
[Exercise of voting rights via the Internet]
Please access the Company’s designated website for the exercise of voting rights (https://evote.tr.mufg.jp/), andfollow the guide on the screen to enter your vote of approval or disapproval for each proposal by 5:30 p.m. on
Wednesday, June 19, 2024 (JST).
[Exercise of voting rights in writing]
Please indicate your vote of approval or disapproval for each proposal on the voting form, and return it by mail sothat it reaches us by 5:30 p.m. on Wednesday, June 19, 2024 (JST).

-1-1. Date and Time:
2. Venue:

Thursday, June 20, 2024 at 10:00 a.m. (JST)Sanraku Ballroom, RIHGA Royal Hotel Osaka
5-3-68 Nakanoshima, Kita-ku, Osaka-shi, Osaka, Japan(The venue is different from the previous meeting. Please double-check the above address
to ensure arrival at the correct venue on the day of the meeting.)

3. Objective
Items to be reported: 56th term (from April 1, 2023 to March 31, 2024)
Reporting the Contents of Business Report and Financial Statements
Items to be resolved:
Proposal No. 1
Election of Four Directors
Proposal No. 2
Election of Three Audit & Supervisory Board Members● When attending the meeting, please submit the voting form at the reception desk.
● When exercising your voting rights in writing (by mail), any proposal on the voting form with the vote for or against left unmarked
will be regarded as a vote for the proposal.
● If you exercise your voting rights redundantly via the Internet, etc. and in writing, the voting rights exercised via the Internet, etc.
shall be treated as valid.
● If you exercise your voting rights more than once via the Internet, etc., the Company will regard the content of the last exercise as
valid.
● If revisions to the items subject to measures for electronic provision arise, a notice of the revisions and the details of the items before
and after the revisions will be posted on each of the websites.
● The Company will send documentation containing the items subject to measures for electronic provision to all shareholders,regardless of whether they requested paper-based documents for the General Meeting of Shareholders. Among items subject tomeasures for electronic provision, the following items will not be provided in the paper-based documents sent, in accordance withlaws and regulations and Article 14 of the Articles of Incorporation of the Company.
(1) “Company System and Policy” in the Business Report(2) “Statement of Changes in Shareholders’ Equity” and “Notes to Financial Statements” in the Financial Statements
The Business Report and Financial Statements contained in the paper-based documents are part of the documents audited by the
Accounting Auditor when preparing accounting audit reports and the Audit & Supervisory Board when preparing audit reports.
● Please note that the results of the resolution will be posted on our website instead of sending a written notice of resolution.

-2-

Reference Documents for the General Meeting of Shareholders
Proposals and Reference Information
Proposal No. 1
Election of Four Directors
The terms of office of all four Directors will expire at the conclusion of this meeting. Director Mitsuru Yamada has
resigned from his position as of December 31, 2023. Therefore, the Company proposes the election of four Directors
including two Outside Directors.
The candidates for Directors are as follows:
Candidate
No.

Position and responsibility in the Company and significant

Name

concurrent positions outside the Company, etc.

1

Keiichi Yamada

Reelection

2

Masayuki Yamada

Reelection

3

4

Reelection
Hiroshi Daikuya

Yoshimi Inagaki

OutsideIndependent

Representative Director and President, and General Manager of
the New Business Division
Director and Vice President (supervising Corporate
Management)
Outside Director
President of Atstream Corporation
Outside Auditor of ASANUMA CORPORATIONManaging Partner of Atstream Partners LLC

Reelection

Outside Director

OutsideIndependent

Specially Appointed Professor, Nippon Medical School(Department of Anesthesiology)-3-

Candidate
No.

Name
(Date of birth)

Career summary, position and responsibility in the Company,
and significant concurrent positions outside the Company
July 1982
Apr. 1989
Apr. 1997
Mar. 2004
Oct. 2016
Apr. 2017

1

2

Number of theCompany’s shares
ownedJoined the Company as Director
Managing Director
Senior Managing Director
Representative Director and President
Director (in charge of Research)
Director, Executive Officer, and General
Manager of the Development Department I
Keiichi Yamada
Jan.
2019
Representative Director and President (in(February 15, 1958)
5,462,120
charge of the Technology Division)
Reelection
Apr. 2021
Representative Director and President, andGeneral Manager of the Technology Division
and General Manager of the Administration
Division
Apr. 2023
Representative Director and President, andGeneral Manager of the New Business Division(current position)
Number of years in office as a Director (at the conclusion
42 yearsof this meeting)Attendance at Board of Directors meetings for the fiscal
13/13 meetings
year 2023
Reasons for nomination as candidate for Director
Keiichi Yamada has extensive business knowledge and experience in research and development and overallmanagement. He has been involved in all aspects of corporate management as a Representative Director since 2004,
and has demonstrated leadership in the Company’s research and development after assuming that post. As he has been
appropriately performing his duties in all aspects of management as the Representative Director and President again
since January 2019, the Company believes that he is qualified to serve as a Director of the Company.
Special interests
There is no special interest between the candidate and the Company.
July 1982
Joined the Company as Director
Apr. 1989
Managing Director
June 2010
Senior Managing Director
Oct. 2016
Director (in charge of Development)
Apr. 2017
Director, Executive Officer, and General
Manager of the Development Department II
Masayuki YamadaJan. 2019
Director and Vice President (in charge of the(January 6, 1960)
3,129,720
Administration Division)
Reelection
Apr. 2019
Director and Vice President, and General
Manager of the Sales Division and General
Manager of the Administration Division
Apr. 2021
Director and Vice President, and General
Manager of the Sales Division
Apr. 2024
Director and Vice President (supervising
Corporate Management) (current position)
Number of years in office as a Director (at the conclusion
42 yearsof this meeting)Attendance at Board of Directors meetings for the fiscal
12/13 meetings
year 2023
Reasons for nomination as candidate for Director
Masayuki Yamada has served as General Manager of the Sales Division and General Manager of the Product Planning
Department since joining the Company, and has a wide range of abundant business knowledge and experience. He iscurrently performing his duties appropriately as Director and Vice President (supervising Corporate Management).
Therefore, the Company believes that he is qualified to serve as a Director of the Company.
Special interests
There is no special interest between the candidate and the Company.

-4-Candidate
No.

Name
(Date of birth)

Career summary, position and responsibility in the Company,
and significant concurrent positions outside the Company
Apr. 1991

3

Number of theCompany’s shares
ownedJoined Arthur Andersen Certified Public
Accountant Joint Office (currently KPMG
AZSA LLC)
Mar. 1994
Registered as a certified public accountant
Apr. 1996
Transferred to Asahi Arthur Andersen Limited(currently PwC Consulting LLC)
July 2001
Participated in the establishment of Atstream
Consulting Corporation (currently Atstream
Corporation) as Director
Hiroshi Daikuya(July 15, 1968)
June 2006
Outside Audit & Supervisory Board Member ofReelection
the Company
5,000
Oct. 2010
Outside Corporate Auditor of MIRAIT
OutsideHoldings Corporation
Independent
July 2013
President of Atstream Corporation (current
position)
June 2016
Outside Director of the Company (current
position)
June 2022
Outside Auditor of ASANUMACORPORATION (current position)
July 2022
Managing Partner of Atstream Partners LLC(current position)
Number of years in office as a Director (at the conclusion
8 yearsof this meeting)Attendance at Board of Directors meetings for the fiscal
13/13 meetings
year 2023
Reasons for nomination as candidate for Director
Hiroshi Daikuya has served as an Outside Audit & Supervisory Board Member of the Company for 10 years from 2006,
in addition to his professional knowledge as a certified public accountant, and is familiar with the Company’s
management situation. Therefore, the Company expects him to supervise the execution of duties by Directors andprovide advice, etc. on overall management. There is no business relationship between the Company and the entity forwhich Mr. Daikuya concurrently serves as an officer.
Special interests
There is no special interest between the candidate and the Company.

-5-

Candidate
No.

Name
(Date of birth)

Career summary, position and responsibility in the Company,
and significant concurrent positions outside the Company
Feb. 2001

4

Notes:

Number of theCompany’s shares
owned

Assistant Professor, Faculty of Medicine,
Tottori University (Department of Anesthesia
and Resuscitation)
Dec. 2005
Professor, Faculty of Medicine, Tottori
University (Department of Anesthesiology andCritical Care Medicine)Apr. 2008
General Manager, Operating Rooms, Tottori
University Hospital
Apr. 2009
Vice Director, Tottori University Hospital
Apr. 2016
Director of Medical Engineering Center andManager of Medical Equipment Safety
Yoshimi Inagaki
Management, Tottori University Hospital(October 27, 1956)
Apr. 2021
Professor, School of Medicine, International
Reelection
0
University of Health and Welfare (Department
Outsideof Anesthesiology and Intensive Care
Independent
Medicine)
June 2021
Outside Director of the Company (current
position)
Apr. 2022
Manager of Medical Equipment Safety
Management, IUHW Narita Hospital
Apr. 2023
General Manager of Department ofAnesthesiology and Intensive Care, IUHWNarita Hospital
May 2024
Specially Appointed Professor, Nippon Medical
School (Department of Anesthesiology)(current position)
Number of years in office as a Director (at the conclusion
3 yearsof this meeting)Attendance at Board of Directors meetings for the fiscal
13/13 meetings
year 2023
Reasons for nomination as candidate for Director
Yoshimi Inagaki has professional knowledge as a physician and detailed insight into the status of use of the Company’s
products in hospitals. Therefore, the Company expects him to supervise the execution of duties by Directors andprovide advice, etc. on product strategies based on trends in the medical field. There is no significant transaction
between the Company and the university where he currently serves as a professor.
Special interests
There is no special interest between the candidate and the Company.
1. Hiroshi Daikuya is a candidate for Outside Director. Furthermore, he has been designated as an independent officer as
provided for by Tokyo Stock Exchange, Inc. and has been notified to the Exchange. If he is elected as proposed, he willcontinue to be an independent officer.
2. Yoshimi Inagaki is a candidate for Outside Director. Furthermore, he has been designated as an independent officer as
provided for by Tokyo Stock Exchange, Inc. and has been notified to the Exchange. If he is elected as proposed, he willcontinue to be an independent officer.
3. The Company has entered into a liability insurance contract for officers, etc. with an insurance company as provided forin Article 430-3, paragraph (1) of the Companies Act, and the insurance contract covers damages such as the costs ofdisputes and compensation for damages incurred by the insured due to company lawsuits, third-party lawsuits, shareholder
derivative lawsuits, etc. The candidates will be included in the insured under the insurance contract. Furthermore, theCompany plans to renew the insurance contract with the same terms at the next renewal.

-6-

(Reference) Skill matrix of candidates for Director
Knowledge and experience, etc. possessed by the candidates for Director discussed in Proposal No. 1 are as follows:
Knowledge, experience,

Keiichi Yamada

Masayuki Yamada

capability, expertise, andstrategic skills

Representative Director
and President

Director and Vice
President

Hiroshi Daikuya

Yoshimi Inagaki

Outside Director

Outside Director

Corporate management

●

●

●

Technology and research &development●●

Corporate finance●

Legal affairs and risk
management●●

Global●●●Industrial knowledge

●

●

●

Clinical experience●

Sustainability

●

●

●

Challenge●●●

For Patients

●

●

●

●

-7-

●

Proposal No. 2

Election of Three Audit & Supervisory Board Members

The terms of office of all three Audit & Supervisory Board Members will expire at the conclusion of this general
meeting of shareholders. Therefore, the Company proposes the election of three Audit & Supervisory Board Members
including two Outside Audit & Supervisory Board Members.
The candidates for Audit & Supervisory Board Members are as follows:
Candidate
1

2

Position in the Company and significant concurrent positions

Name

No.

outside the Company, etc.

Kenji Tamamaki

Reelection

Hajime Murakami

Reelection
OutsideIndependent3

Reelection
Yuki Onishi

OutsideIndependentStanding Audit & Supervisory Board Member
Partner, Chuo Sogo Law Office, P.C., Outside Audit &Supervisory Board Member, SOGA & Co.,Ltd., Outside Audit &Supervisory Board Member, Tannan Construction Co., Ltd.,Special Professor, Graduate School of Law, Kyoto University
Outside Director and Audit Committee Member, HIGASHITWENTY ONE CO.,LTD., External Auditor, Silicon Studio
Corporation, Outside Director and Audit Committee Member,
CREATE CORPORATION-8-

Candidate
No.

Name
(Date of birth)

Career summary, position in the Company, and significant
concurrent positions outside the Company
Apr. 1984
Sep. 2001
Apr. 2004

1

2

Number of theCompany’s shares
ownedJoined Sogo Co., Ltd.
Joined the Company
General Manager of the Administration
Division
Apr. 2006
General Manager of the Finance & Accounting
Kenji Tamamaki
Department(August 19, 1961)
9,700
Apr. 2009
General Manager in charge of Production
Reelection
Management of the Product Business Division
Oct. 2015
General Manager of the Administration
Department
June 2021
Standing Audit & Supervisory Board Member(current position)
Number of years in office as an Audit & Supervisory
3 years
Board Member (at the conclusion of this meeting)Attendance at Board of Directors meetings for the fiscal
13/13 meetings
year 2023
Reasons for nomination as candidate for Audit & Supervisory Board Member
Kenji Tamamaki has had a wealth of experience mainly in the administrative division since joining the Company in2001. He has also served as General Manager in charge of Production Management since 2009 and has knowledge ofinternal operations. Furthermore, he is appropriately executing his duties as Standing Audit & Supervisory Board
Member. Therefore, the Company believes that he is qualified to serve as an Audit & Supervisory Board Member of theCompany.
Special interests
There is no special interest between the candidate and the Company.
Apr. 1998
Registered as an attorney-at-law, joined Chuo
Sogo Law Office, P.C.
Oct. 2004
Partner, Chuo Sogo Law Office, P.C. (current
position)Hajime Murakami
June 2019
Outside Audit & Supervisory Board Member,(April 2, 1970)
SOGA & Co.,Ltd. (current position)
Reelection0June 2020
Outside Audit & Supervisory Board Member of
the Company (current position)
OutsideIndependent
May 2021
Outside Audit & Supervisory Board Member,
Tannan Construction Co., Ltd. (current
position)
Apr. 2022
Special Professor, Graduate School of Law,
Kyoto University (current position)
Number of years in office as an Audit & Supervisory
4 years
Board Member (at the conclusion of this meeting)Attendance at Board of Directors meetings for the fiscal
13/13 meetings
year 2023
Reasons for nomination as candidate for Audit & Supervisory Board Member
The Company expects that Hajime Murakami will utilize his experience as an Outside Audit & Supervisory Board
Member, in addition to his professional knowledge and experience as an attorney-at-law, in the Company’s auditing
system. There is no business relationship between the Company and the entity for which Mr. Murakami concurrently
serves as an officer.
Special interests
There is no special interest between the candidate and the Company.

-9-

Candidate
No.

Name
(Date of birth)

Career summary, position in the Company, and significant
concurrent positions outside the Company
Apr. 1984
Mar. 1992

3

Notes:

Number of theCompany’s shares
ownedJoined NEW COSMOS ELECTRIC CO., LTD.
Established CAT Ltd. as Representative
Director and President
Apr. 1997
Established CAT Co., Ltd. as Representative
Director and President
Mar. 2014
Merged with KCS Data Corporation,
established KCS Solutions Corporation as
Representative Director and President
Yuki Onishi
June 2018
Advisor, KCS Solutions Corporation(April 12, 1963)
Apr. 2019
Chief Management Consultant (non-standing),
Reelection
0
Tenjinbashi Accounting OfficeOutsideJune 2019
Outside Director and Audit Committee
Independent
Member, HIGASHI TWENTY ONE CO.,LTD.
(current position)
June 2020
Outside Audit & Supervisory Board Member of
the Company (current position)
Feb. 2022
External Auditor, Silicon Studio Corporation(current position)
June 2022
Outside Director and Audit Committee
Member, CREATE CORPORATION (current
position)
Number of years in office as an Audit & Supervisory
4 years
Board Member (at the conclusion of this meeting)Attendance at Board of Directors meetings for the fiscal
13/13 meetings
year 2023
Reasons for nomination as candidate for Audit & Supervisory Board Member
The Company expects that Yuki Onishi will utilize her wealth of experience and deep insight in empowering womenand other areas, owing to her more than 20 years of practical experience as a female entrepreneurial executive, in the
Company’s auditing system. There is no business relationship between the Company and the entity for which Ms.
Onishi concurrently serves as an officer.
Special interest
There is no special interest between the candidate and the Company.
1. Hajime Murakami is a candidate for outside Audit & Supervisory Board Member. Furthermore, he has been designated as
an independent officer as provided for by Tokyo Stock Exchange, Inc. and has been notified to the Exchange. If he iselected as proposed, he will continue to be an independent officer.
2. Yuki Onishi is a candidate for outside Audit & Supervisory Board Member. Furthermore, she has been designated as anindependent officer as provided for by Tokyo Stock Exchange, Inc. and has been notified to the Exchange. If she is elected
as proposed, she will continue to be an independent officer.
3. The Company has entered into a liability insurance contract for officers, etc. with an insurance company as provided forin Article 430-3, paragraph (1) of the Companies Act, and the insurance contract covers damages such as the costs ofdisputes and compensation for damages incurred by the insured due to company lawsuits, third-party lawsuits, shareholder
derivative lawsuits, etc. The candidates will be included in the insured under the insurance contract. Furthermore, theCompany plans to renew the insurance contract with the same terms at the next renewal.

- 10 -

(Reference) Skill matrix of candidates for Audit & Supervisory Board Member
Knowledge and experience, etc. possessed by the candidates for Audit & Supervisory Board Member discussed in
Proposal No. 2 are as follows:
Kenji Tamamaki
Standing Audit &Hajime Murakami
Outside Audit &Yuki Onishi
Outside Audit &strategic skills

Supervisory Board
MemberSupervisory Board
MemberSupervisory Board
MemberCorporate management

●

●

●

Knowledge, experience,capability, expertise, andTechnology and research &development
Corporate finance●

Legal affairs and risk
management

●

●

●

●

●

GlobalIndustrial knowledge
Clinical experience
Sustainability
Challenge
For Patients- 11 -●