This document has been translated from the Japanese original for reference purposes only. In the event ofany discrepancy between this translated document and the Japanese original, the original shall prevail. The
Company assumes no responsibility for this translation or for direct, indirect or any other forms of damages
arising from the translation.

Securities code: 3529
June 6, 2024
(Start date of electronic provision measures: June 5, 2024)
To Shareholders with Voting Rights:
Shinji Nikko
President
ATSUGI CO., LTD.
1-3-2, Ohyakita, Ebina-city
Kanagawa, JapanNOTICE OF CONVOCATION OF
THE 98th ANNUAL GENERAL MEETING OF SHAREHOLDERS
Dear Shareholders:
We would like to express our appreciation for your continued support and patronage.
We hereby inform you that the 98th Annual General Meeting of Shareholders of ATSUGI CO., LTD.
(the “Company”) will be held as described below.
In convening this General Meeting of Shareholders, the Company has taken electronic provision
measures, and has posted the matters subject to electronic provision measures on the Company’s website
on the Internet as the “Notice of Convocation of the 98th Annual General Meeting of Shareholders.”
Please access the following website to view the available document.
The Company’s website:
https://www.atsugi.co.jp/ir/soukai.html
In addition to the above website, the matters subject to electronic provision measures are also posted
on Tokyo Stock Exchange’s (TSE) website.
TSE website (Listed Company Search):https://www2.jpx.co.jp/tseHpFront/JJK020010Action.do?Show=Show
Please access TSE website above, enter “Atsugi” in the “Issue name (company name)” field or “3529”
in the “Code” field, click “Search,” and then click “Basic information” and select “Documents for public
inspection/PR information.” Please view the document from “Notice of General Shareholders
Meeting/Informational Materials for a General Shareholders Meeting” under the “Filed information
available for public inspection” section.
If you intend not to attend the meeting, you may exercise your voting rights in advance in writing(postal mail) or via the Internet. Please review the Reference Documents for the General Meeting of
Shareholders included in the matters subject to electronic provision measures, and exercise your voting
rights by 5:15 p.m., Wednesday, June 26, 2024.

-1-1. Date and Time:Thursday, June 27, 2024 at 10:00 a.m. Japan time
(Reception will open at 9:30 a.m.)

2. Place:

LA ROSE I Banquet Hall, 3rd Floor of Rembrandt Hotel Ebina
2-9-50 Chuo, Ebina, Kanagawa, Japan

3. Meeting Agenda:
Matters to be reported:1. The Business Report and Consolidated Financial Statements for theCompany’s 98th Fiscal Year (April 1, 2023 - March 31, 2024) andresults of audits by the Accounting Auditor and the Audit &Supervisory Board of the Consolidated Financial Statements
2. Non-consolidated Financial Statements for the Company’s 98th Fiscal
Year (April 1, 2023 - March 31, 2024)
Proposals to be resolved:
Election of Six (6) Directors
ProposalWhen you attend the meeting, please present the enclosed ballot form on the day of the meeting to
the reception desk.
Please note that if any revisions are made to the matters subject to electronic provision measures, therevised contents will be made available on the respective websites where the matters are posted.
These documents sent to our shareholders also serve as the documents presenting the matters subject
to electronic provision measures, which are delivered to shareholders who have made a request forsuch documents. In accordance with laws, regulations and the provisions of the Company’s Articles
of Incorporation, items listed below are excluded from the documents. Accounting Auditor and the
Audit & Supervisory Board Members have audited the documents subject to audit including theitems listed below.
(1) “Resolutions regarding the establishment of systems, etc., to ensure the appropriateness ofoperations and a summary of the operation status thereof”(2) “Consolidated Statement of Changes in Equity”(3) “Notes to Consolidated Financial Statements”(4) “Non-consolidated Statement of Changes in Equity”(5) “Notes to Non-consolidated Financial Statements”-2-

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

Election of Six (6) Directors

The term of office of all five (5) Directors shall expire at the close of this General Meeting of
Shareholders. Accordingly, in order to strengthen the management system, the Company proposes theelection of six (6) Directors. Each candidate for Director was decided by the Board of Directors uponreceiving reports from the Nomination and Remuneration Committee which consists of a majority of
independent officers.
The candidates for Directors are as follows.
CandidateNo.

1

Current position andresponsibility in the Company

Name

Reappointment

Shinji Nikko

2

Reappointment

Masahiro Furukawa

3

New
appointment

Satoshi Nakamura

4

Reappointment

Toshio Takanashi

5

Reappointment

Masatoshi Ohara

6

New
appointment

Mari Inoue

President
Director Executive Officer, Division
Manager, Administration Division, andGeneral Manager, Corporate Planning
Department
Executive Officer, Division Manager,
Legwear Division
OutsideIndependent
OutsideIndependent
OutsideIndependent-3-

Director
Director

No.

Name
(Date of birth)

Career summary, positions, responsibilities,
and significant concurrent positions
April 1979
June 2003
April 2008
June 2011
April 2012
June 2013

Shinji Nikko(December 12, 1956)[Reappointment]

June 2014
April 2015

April 20171
April 2021
June 2021
April 2022
June 2022
June 2022

Joined Teijin Shoji Co., Ltd. (currently Teijin
Frontier Co., Ltd.)
President of N.I. Teijin Shoji (Thailand) Co., Ltd.
President of N.I. Teijin Shoji (U.S.A.) Inc.
Director and General Manager, Industrial&Automotive Fabrics Division of NI Teijin Shoji
Co., Ltd. (currently Teijin Frontier Co., Ltd.)
Director and Chief Officer, Industrial Textiles &Materials Division Group of NI Teijin Shoji Co.,
Ltd. (currently Teijin Frontier Co., Ltd.)Managing Director and Chief Officer, Industrial
Textiles & Materials Division Group of Teijin
Frontier Co., Ltd.
Senior Managing Director and Chief Officer,
Textile & Apparel Division Group II of Teijin
Frontier Co., Ltd.
Corporate Officer, General Manager, Product
Converting Business Group of Teijin Group, andPresident and Representative Director of Teijin
Frontier Co., Ltd.
Executive Officer and General Manager, Fibers &Products Converting Business Group of TeijinGroup, and President and Representative Directorof Teijin Frontier Co., Ltd.
Director and Senior Adviser of Teijin Frontier Co.,Ltd.
Senior Adviser of Teijin Frontier Co., Ltd.
Adviser of the Company
Representative Director of the Company (topresent)
President of the Company (to present)

Number ofshares of theCompany held

30,219 shares[Reason for nomination as candidate for Director]
Mr. Shinji Nikko, having served as the President and Representative Director of Teijin Frontier Co., Ltd. andExecutive Officer of the Teijin Group, is extremely knowledgeable about the textile industry and possesses
deep insight into the industry, a broad network, as well as extensive management experience including
experience abroad. Since assuming the office of the President of the Company in June 2022, he has been
demonstrating strong leadership, promoting business restructuring and organization reform in line with themedium-term management plan “ATSUGI VISION 2024,” and leading the transformation of the Group.
Based on his experience and track record described above, the Company determined that he will continue toappropriately perform his duties as a Director toward restoring the Group’s business performance and theimprovement of medium to long-term corporate value, and therefore, nominates him as a candidate for Director.

-4-

No.

Name
(Date of birth)

Career summary, positions, responsibilities,
and significant concurrent positions
April 2001
April 2010

2

Number ofshares of theCompany held

Joined the Company
General Manager of Atsugi Stocking (Yantai) Co.,Ltd.
April 2016
General Manager, Accounting Department,
Administration Division of the Company
Masahiro Furukawa April 2020
Executive Officer of the Company (to present)(January 2, 1979)
April 2020
Supervisor, Administration of the Company
5,982 shares
April 2021
General Manager, Corporate Planning Office of[Reappointment]
the Company
June 2022
Director of the Company (to present)
October 2022
Division Manager, Administration Division (topresent)
October 2022
General Manager, Corporate Planning Department(to present)[Reason for nomination as candidate for Director]
Mr. Masahiro Furukawa has experience in plant management as the General Manager of a Chinese production
subsidiary and has been playing a central role in leading the business administration of the Group, including thestrengthening of financial strategy and governance as a General Manager of Administration Division as well as
taking the initiative in formulating the medium-term management plan “ATSUGI VISION 2024.”
Based on his experience and track record described above, the Company determined that he will continue toappropriately perform his duties as a Director toward restoring the Group’s business performance and theimprovement of medium to long-term corporate value, and therefore, nominates him as a candidate for Director.

-5-

No.

Name
(Date of birth)

Career summary, positions, responsibilities,
and significant concurrent positions
April 1987
April 2003

3

Number ofshares of theCompany held

Joined Atsugi Nylon Shoji Co., Ltd.
General Manager, Chain Store No. 2 Branch of theCompany
April 2006
Executive Officer of the Company
April 2008
Supervisor, Chain Store of the Company
June 2008
Director of the Company
April 2010
General Manager, Head Sales Department of theCompany
April 2011
Deputy Division Manager, Sales Division andGeneral Manager, Head Sales Department of theCompany
April 2012
Division Manager, Sales Division of the Company
April 2013
Deputy Division Manager, Production Division of
the Company
April 2014
Deputy Division Manager, Production Division
Satoshi Nakamura
and General Manager, Production Management(September 26, 1964)
Department of the Company
14,968 shares
April 2015
Business Supervisor, Fiber and Textile Division
and General Manager, Technology Development[New appointment]
Department of the Company
April 2016
Business Supervisor, Fiber and Textile Division of
the Company
April 2019
Supervisor, Sales and General Manager, Global
Strategy Department of the Company
April 2020
Supervisor, Research and Development of theCompany
April 2021
General Manager, Product Department of theCompany
April 2022
General Manager, Direct Business Department of
the Company
April 2023
General Manager, Product Business No. 4
Department of the Company
April 2023
Executive Officer of the Company (to present)
April 2023
Division Manager, Legwear Division of theCompany (to present)[Reason for nomination as candidate for Director]
Mr. Satoshi Nakamura has experience in the fields of sales, production and development. As Division Manager
of Legwear Division, he has demonstrated leadership in the sales division by promoting the strengthening ofmarketing strategy with an eye on the rapidly changing distribution industry, and has made efforts on improving
profitability of the Company.
Based on his experience and track record described above, the Company determined that he will appropriately
perform his duties as a Director toward restoring the Group’s business performance and the improvement of
medium to long-term corporate value, and therefore, nominates him as a candidate for Director.

-6-

No.

Name
(Date of birth)

Career summary, positions, responsibilities,
and significant concurrent positions
April 1977

4

Number ofshares of theCompany held

Joined Asahi Chemical Industry Co., Ltd.
(currently Asahi Kasei Corporation)
April 2009
Executive Officer of Asahi Kasei Fibers Corp.
(currently Asahi Kasei Corporation)
April 2011
Director and Senior Executive Officer of Asahi
Kasei Fibers Corp.
April 2012
President & Representative Director of Asahi
Kasei Fibers Corp.
April 2012
Presidential Executive Officer of Asahi Kasei
Toshio Takanashi
Fibers Corp.
(October 20, 1954)
April 2016
Primary Executive Officer of Asahi Kasei
Corporation
6,659 shares[Reappointment]
April 2016
President, Fibers & Textiles SBU of Asahi Kasei[Outside]
Corporation
April 2017
Representative Director of SENKO Co., Ltd.
[Independent]
April 2017
Executive Vice President of SENKO Co., Ltd.
April 2017
International Business Headquarters of SENKO
Co., Ltd.
June 2020
Director of the Company (to present)
June 2021
Director of SENKO Group Holdings Co., Ltd. (topresent)
June 2023
Director and Chairperson of SENKO International
Trading Co., Ltd. (to present)[Reason for nomination as candidate for Outside Director and expected roles]
Mr. Toshio Takanashi has deep insight in the logistics field as the Director and Chairperson of SENKOInternational Trading Co., Ltd. and is well-versed in the textile industry from having served for many years as
the executive of the Fibers & Textiles SBU of Asahi Kasei Corporation. In addition, through active proposals,
he has played an important part in the strengthening of governance as the Chairperson of the Nomination andRemuneration Committee of the Company.
Based on his experience and knowledge described above, the Company expects that he will continue toappropriately supervise the Group’s management from an independent position and contribute to the Group’s
improvement of medium to long-term corporate value, and therefore, nominates him as a candidate for Outside
Director.
Currently, he serves as the Outside Director of the Company and his term of office as Outside Director will befour (4) years at the close of this General Meeting of Shareholders.

-7-

No.

Name
(Date of birth)

Career summary, positions, responsibilities,
and significant concurrent positions
April 1979
February 1987

Masatoshi Ohara(April 25, 1951)[Reappointment][Outside][Independent]

January 1988
April 2017
January 2018
June 2019
April 2021
September 2022

5

November 2022
June 2023

Registered as an attorney
Joined Kikkawa Sogo Law Office (currently
Kikkawa Law Offices)
Registered as an attorney in the State of New York,U.S.A.
Partner of Kikkawa Law Offices (to present)
President of Osaka Bar Association, Vice Presidentof Japan Federation of Bar Associations
Director of Teijin Frontier Co., Ltd.
Outside Director of Sawai Pharmaceutical Co.,Ltd.
Outside Director of SAWAI GROUP HOLDINGS
Co., Ltd. (to present)
Outside Audit & Supervisory Board Member of
SHIBUYA CORPORATION (to present)
Executive Committee Member of LAWASIA
Director of the Company (to present)

Number ofshares of theCompany held

818 shares[Reason for nomination as candidate for Outside Director and expected roles]
Mr. Masatoshi Ohara has worked as an attorney on the front line for many years, and has abundant experiencein the legal profession. Although Mr. Masatoshi Ohara has not been involved in the management of a company
in the past other than in the capacity of an outside officer, he has experience of supervising management as the
director and audit & supervisory board member of general business companies, and provides active
recommendations from his expert insight at the Company’s Board of Directors meetings, etc. Based on his
advanced knowledge and experience on legal affairs in Japan and overseas, the Company determined that hewill continue to appropriately supervise the Company’s management from an independent position, andcontribute to the Group’s sustained growth and improvement of medium to long-term corporate value, andtherefore, nominates him as a candidate for Outside Director.
Currently, he serves as the Outside Director of the Company and his term of office as Outside Director will beone (1) year at the close of this General Meeting of Shareholders.

-8-

No.

Name
(Date of birth)

Career summary, positions, responsibilities,
and significant concurrent positions
October 1991
May 2000
April 2007

Mari Inoue(March 17, 1964)[New appointment][Outside][Independent]
6

May 2010
June 2012
February 2013
June 2014
June 2019
April 2020
June 2020
April 2022

Science Technology Special Researcher, Scienceand Technology Agency
Assistant Professor, Department of Human
Environmental Science, Faculty of Human
Development, Kobe University
Associate Professor, Graduate School of Human
Development and Environment, Kobe University
Representative Member, The Japan Society ofHome Economics
Director, The Society of Fiber Science andTechnology, Japan
Professor, Graduate School of Human
Development and Environment, Kobe University(to present)
Vice Chairperson and Director, The Textile
Machinery Society of Japan
Outside Director of Teijin Frontier Co., Ltd. (topresent)
Principal, Kobe University Secondary School
Chairperson and Representative Director, The
Textile Machinery Society of Japan
Director, Textile Circular Network (to present)

Number ofshares of theCompany held

0 shares[Reason for nomination as candidate for Outside Director and expected roles]
Ms. Mari Inoue is a researcher in the fields of clothing environmental science and affective engineering. She
has deep insight on the comfort performance of textile products and the impact of clothing on the environment,
and has served as a director of academic societies. Although Ms. Mari Inoue has not been involved in the
management of a company in the past other than in the capacity of an outside officer, based on her deep insightof textiles, the Company determined that she will appropriately supervise the Company’s management from an
independent position, and contribute to the Group’s sustained growth and improvement of medium to long-term
corporate value, and therefore, nominates her as a candidate for Outside Director.

Notes: 1. There are no special interests between each candidate and the Company.
2. The number of shares of the Company held by each candidate includes the number of shares
owned through the stock ownership plan.
3. Mr. Toshio Takanashi, Mr. Masatoshi Ohara, and Ms. Mari Inoue are candidates for Outside
Director.
4. If the election of Mr. Toshio Takanashi, Mr. Masatoshi Ohara, and Ms. Mari Inoue isapproved, the Company, in accordance with the provisions of Article 427, Paragraph 1 of theCompanies Act, intends to conclude or extend an agreement with each of the candidates that
limits their liability in accordance with Article 423, Paragraph 1 of the Companies Act. The
amount of individual liability under such an agreement is the minimum amount stipulated bylaws and regulations.
5. The Company has concluded with an insurance company a directors and officers liability
insurance contract stipulated in Article 430-3, Paragraph 1 of the Companies Act, with Mr.
Shinji Nikko, Mr. Masahiro Furukawa, Mr. Toshio Takanashi, and Mr. Masatoshi Ohara as
the insured. This insurance contract covers damage that may arise as a result of the insured
Directors assuming liability related to the execution of their duties or receiving a claim
related to the pursuit of such liability. However, no compensation may be given for liability
attributable to acts in violation of laws or regulations that were carried out with full-9-

knowledge of their illegality. If the election of the candidates is approved, they will continue
to be insured under the insurance contract, which is scheduled to be renewed with the sameterms and conditions during their terms of office. In addition, if the election of Mr. Satoshi
Nakamura and Ms. Mari Inoue is approved, the Company intends to conclude an insurance
contract with both candidates as the insured under the same terms and conditions.
6. The Company, conditional upon the approval of this proposal, will register Mr. Toshio
Takanashi, Mr. Masatoshi Ohara, and Ms. Mari Inoue with the Tokyo Stock Exchange, as
independent officers as specified by the Tokyo Stock Exchange.
7. Violations of laws or regulations or unlawful business execution which occurred during termsof office at companies where candidates for Outside Director served as executives during thepast five years
At Sawai Pharmaceutical Co., Ltd., a subsidiary of SAWAI GROUP HOLDINGS Co., Ltd.,
where Mr. Masatoshi Ohara serves concurrently as External Director, it was discovered that
inappropriate testing had been conducted for a prolonged period of time for elution testing tomonitor products manufactured at the Kyushu Factory of the said company. As a result,administrative disposition was imposed on the said company by the Ministry of Health,Labour and Welfare, the Osaka Prefectural Government and the Fukuoka Prefectural
Government in December 2023.
Although he was not aware of these facts until they were discovered, he had been calling
attention to compliance with laws and regulations in the Board of Directors on a regularbasis. Additionally, after these facts were discovered, a special investigation committee wasimmediately established to investigate the cause and consider measures to prevent recurrence,rebuild governance, ensure strict compliance with laws and regulations, review personnel
systems, enhance and strengthen internal reporting systems, and promote dialogue between
management and employees. He supervised these initiatives and provided advice to ensure
their proper operation, thereby fulfilling his responsibilities appropriately.

- 10 -

(For reference) Skill Matrix
The skill matrix of the Directors and the Audit & Supervisory Board Members, conditional upon the election of
the candidates presented in this notice of convocation of the general meeting of shareholders, is as follows:
Areas in which they are expected to demonstrate their expertise and experience
Name
Attributes

Directors

Audit &
Supervisory
Board
Members

Shinji Nikko

Internal

Masahiro
Furukawa

Internal

SatoshiNakamuraInternal

ToshioTakanashi

Outside /Independent

Masatoshi
Ohara

Outside /Independent

Mari Inoue

Outside /Independent

Chiaki SatoInternal

Tsunehiro
Ogawa

Outside /Independent

Takae
Akatsuka

Outside /Independent

Corporate
management
andbusinessstrategies

Sales,
product
development
andmarketing

●
●
●
●

●

Production,technologicaldevelopment
and quality
management

Overseasbusiness

Organization,human
resource
development
and diversity

Finance,accounting
andtaxationLegalaffairs, risk
management
andgovernance

●
●
●

●
●

●
●

●

●
●

●
●

●
●
●

●
●

- 11 -●●●●●