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

Securities Code: 4215
June 6, 2023

To our shareholders:
Yuji Fukuda
Representative Director President

C.I. TAKIRON Corporation
3-1-3, Umeda, Kita-ku, Osaka

Notice of the 128th Ordinary General Shareholders’ Meeting
We are pleased to announce the 128th Ordinary General Shareholders’ Meeting of C.I. TAKIRON
Corporation (“the Company”), which will be held as described below.
Shareholders are kindly requested to exercise their voting rights after reviewing theReference Documents for the General Shareholders’ Meeting.
1. Date and time
2. Venue

Wednesday, June 28, 2023 at 10:00 a.m.
Naniwa Room, 20F, HOTEL GRANVIA OSAKA
3-1-1, Umeda, Kita-ku, Osaka
3. Purpose of the Meeting
Matters to be reported:
1. Report on the Business Report, the Consolidated Financial Statements and the audit
results of the Consolidated Financial Statements by the Accounting Auditors andthe Audit & Supervisory Board for the 128th fiscal year (from April 1, 2022 toMarch 31, 2023)
2. Report on the Non-consolidated Financial Statements for the 128th fiscal year (from
April 1, 2022 to March 31, 2023).
Matters to be resolved:
Proposal No. 1
Appropriation of Surplus
Proposal No. 2
Election of Seven Directors
Proposal No. 3
Election of One Substitute Audit & Supervisory Board
Member
Proposal No. 4
Partial Revision of the Performance-linked Stock-based
Remuneration System for Directors

1When convening this general meeting of shareholders, the Company takes measures forproviding the information that constitutes the contents of the reference documents for thegeneral meeting of shareholders, etc. (items for which measures for providing information inelectronic format are to be taken) in electronic format and posts this information as the “Noticeof the 128th Annual General Meeting of Shareholders” on the following websites.
The
Company’s https://www.takiron-ci.co.jp/ir/stock/meeting.html (in Japanese)
website:https://www2.jpx.co.jp/tseHpFront/JJK010010Action.do?Show=Show (inJapanese)
Search by entering “C.I. TAKIRON” in the “Issue name (company name)” fieldor the Company’s securities code “4215” in the “Code” field, select “Basic
TSE website:
information,” and then “Documents for public inspection/PR information” andcheck the column “Notice of General Shareholders Meeting/Informational
Materials for a General Shareholders Meeting” under “Filed information
available for public inspection.”
The Portal of
Shareholders’ https://www.soukai-portal.net (in Japanese)
Meeting:(Sumitomo
Mitsui Trust
Please access the URL above, and enter the ID and the initial password printed
Bank,
Limited) on the voting form.
Should any revisions be made to the “Notice of the 128th Ordinary General Shareholders’Meeting,” we will post a notice on each of the aforementioned websites, as well as the items
before and after the revisions.
[To shareholders who did not request the delivery of paper-based documents]
Shareholders who did not request the delivery of paper-based documents by the record date will
receive a summary of the Reference Documents for the General Meeting of Shareholders(agenda and reference items) posted on the aforementioned websites.
Shareholders who wish to receive paper-based documents in the future and have not yet
completed the procedures for requesting the delivery of paper-based documents are kindly asked
to submit a request by the record date. Please contact our shareholder registry administrator,
Sumitomo Mitsui Trust Bank, Limited, or your securities company for details on the procedures
for requesting delivery of the documents.
[To shareholders who have requested the delivery of paper-based documents]
Shareholders who have requested the delivery of paper-based documents by the record date will
receive such documents containing items for which measures for providing information inelectronic format are to be taken, in accordance with laws and regulations and the Company’s
Articles of Incorporation.
The items in (i) and (ii) below are not included in the document to be delivered but are postedon the aforementioned websites in accordance with the provisions of laws and regulations andArticle 16, paragraph 2 of the Company’s Articles of Incorporation. When preparing the audit
report, the Audit & Supervisory Board Members and Accounting Auditors have audited these2

items together as part of the consolidated financial statements and the non-consolidated
financial statements.
(i) Notes to Consolidated Financial Statements(ii) Notes to Non-consolidated Financial Statements

3

Reference Documents for the General Shareholders’ Meeting
Proposals and Reference Information
Proposal No. 1

Appropriation of Surplus

In line with its medium-term management plan, “Commit to Transformation 2023,” which started in
April 2021, the C.I. TAKIRON Group is striving to steadily and promptly implement the following
six priority measures: 1) Solve social issues; 2) Acquire new businesses, new products, and newtechnologies; 3) Accelerate borderlessness; 4) Adopt digital technology; 5) Restructure groupmanagement; and 6) Further improve our management base.
Furthermore, as a measure for shareholder returns, the Company’s basic policy is to pay stabledividends with a target payout ratio of 40%, based on comprehensive consideration of businessperformance and medium- to long-term business plans.
In consideration of the policy above and consolidated financial results, the Company proposes to pay
a year-end dividend for the fiscal year ended March 31, 2023, of ¥4 per share. Accordingly, including
the interim dividend of ¥11 per share, the annual dividend will be ¥15 per share.

Year-end dividends(1) Type of dividend property

Cash(2) Allotment of dividend property to shareholders and their aggregate amount¥4 per common share of the Company
Total payment: ¥390,126,956(3) Effective date of dividends of surplus

June 29, 2023

4

Proposal No. 2

Election of Seven Directors

The terms of office of all seven Directors will expire at the conclusion of this meeting. In thatregard, the Company proposes the election of seven Directors.
In order to enhance the objectivity and transparency of the election process, this proposal has
passed through the deliberation process of the Nomination and Remuneration Committee.
The candidates for Director are as follows:
6 males, 1 female
Attendance atBoard of Directors
meetings

Candidate
No.

Name

1

Kazuya Saito

Director Chairman

Reelection

100%(17/17)

2

Yuji Fukuda

Representative Director
President

Reelection

100%(13/13)New election―

New election―

Current position and responsibility in the Company

Managing Executive Officer
Chief Operating Officer of the
Corporate Planning Division
Responsible for the Recycling
Adaptive Materials Promotion
Department
CCO
Managing Executive Officer
Chief Operating Officer of the
Corporate Administration
Division
CIO

3

Toshio Tamaki

4

Noboru Fukushima

5

Kenichi Hatano

DirectorReelection Outside
Independent100%(17/17)

6

Yoshiko Kosaka

DirectorReelection Outside
Independent100%(17/17)

7

Takeshi Kaide

DirectorReelection Outside
Independent100%(13/13)Note:

The name of Yoshiko Kosaka in the family register is Yoshiko Miyabata.

Reelection
New election
OutsideIndependent

Candidate for Director to be reelected
Candidate for Director to be newly elected
Candidate for outside Director
Candidate registered at the Tokyo Stock Exchange as an Independent Officer

5Candidate
No.

Name
(Date of birth)<<Career summary, position and responsibility in the Company, andsignificant concurrent positions outside the Company>>
Apr. 1981
Apr. 2012

Number of theCompany’s
shares owned

Joined ITOCHU Corporation
Executive Officer
Chief Operating Officer of Chemicals Division

June 2014

Executive Officer of the Company

Nov. 2014

General Manager of the High Functional Materials
Department and Branch Manager of Tokyo Branch

Assistant to President
Reelection

June 2015
Kazuya Saito(January 18, 1959) Apr. 2016

1

Attendance atJune 2016
Board of Directors
Apr. 2017
meetings
100% (17/17)

Director and Executive Officer
Responsible for Logistics, High Functional Materials
Business and Overseas Business

82,144

Director and Managing Executive Officer
Director and Senior Managing Executive Officer
Chief Operating Officer of the High Functional
Materials Division

Apr. 2018

Chief Operating Officer of the Environmental Materials
Division

Apr. 2019

Representative Director President & COO

Apr. 2020

Representative Director President

Apr. 2023

Director Chairman (current position)[Reasons for nomination as candidate for Director]
The Company appointed Kazuya Saito as the Director Chairman in April 2023 after serving as the Representative
Director President in 2020 based on his many years of service to the ITOCHU Corporation in the Chemicals
Division and after his appointment as Director, Chief Operating Officer of the High Functional Materials Division,
Chief Operating Officer of the Environmental Materials Division since 2015, and Representative Director
President & COO in 2019. The Company nominated Kazuya Saito because it can expect him to further the
expansion of business and greater profitability as Chairman and for his continued execution of decision making
and supervision of management based on his wealth of experience and expertise in overall business, including theoverseas fields of the Company.
Notes: 1. There is no special interest between Kazuya Saito and the Company.
2. The above “Career summary, position and responsibility in the Company, and significant concurrent positions
outside the Company” includes Kazuya Saito’s current and past positions and responsibilities as a person who
executes business at ITOCHU Corporation, the owners of parent of the Company, in the past 10 years.

6Candidate
No.

Name
(Date of birth)

Reelection<<Career summary, position and responsibility in the Company, andsignificant concurrent positions outside the Company>>
Apr. 1979

Joined ITOCHU Corporation

Jan. 2005

General Manager of the Corporate Planning &Administration Division

May 2006

Chief Operating Officer of Chemicals Division

June 2006

Executive Officer

Apr. 2008

Executive Vice President of Chemicals, Forest
Products & General Merchandise Company and Chief
Operating Officer of Chemicals Division

Apr. 2009Managing Executive Officer

Apr. 2012

President of Energy & Chemicals Company

June 2012

Representative Director, Managing Executive Officer

Apr. 2015

Representative Director, Senior Managing Executive
Officer

Yuji Fukuda(January 21, 1957) Apr. 2016

2

Attendance atBoard of Directors
meetings
Apr. 2019100% (13/13)

Senior Managing Executive Officer

Number of theCompany’s
shares owned

46,190CEO of Asia & Oceania Bloc, President & CEO of
ITOCHU Singapore Pte Ltd and Executive Advisory
Officer of CP & CITIC Operations
Executive Vice President
CEO of East Asia Bloc, CEO of Asia & Oceania Bloc
and Executive Advisory Officer of CP & CITIC
Operations

June 2019

Representative Director, Executive Vice President

Apr. 2022

Councilor

June 2022

Representative Director, Executive Vice President of
the Company
Assistant to President
Responsible for Corporate Planning Department, R&D
Department, and Overseas Business Operations

Apr. 2023

Representative Director President (current position)[Reasons for nomination as candidate for Director]
Yuji Fukuda spent his many years of service at ITOCHU Corporation in the Chemicals Division. He wasappointed Representative Director in 2012 and Representative Director, Executive Vice President in 2019. The
Company appointed him as Representative Director President in April 2023 after serving as the Representative
Director and Executive Vice President in 2022 based on his many years of service at ITOCHU Corporation. The
Company nominated Yuji Fukuda because it can expect him to further the expansion of business and greater
profitability as the highest authority in management business execution currently and for his continued executionof decision making and supervision of management based on his wealth of experience and expertise in business,
including overseas operating companies.
Notes: 1. There is no special interest between Yuji Fukuda and the Company.
2. The above “Career summary, position and responsibility in the Company, and significant concurrent positions
outside the Company” includes Yuji Fukuda’s current and past positions and responsibilities as a person who
executes business at ITOCHU Corporation, the owners of parent of the Company, in the past 10 years.

7

Candidate
No.

Name
(Date of birth)<<Career summary, position and responsibility in the Company, andsignificant concurrent positions outside the Company>>
Apr. 1984

Joined the Company

Apr. 2012

General Manager of the Tokyo High Functional
Materials Sales Department

Apr. 2016

General Manager of the High Functional Materials
Department and Branch Manager of Tokyo Branch

June 2016

Executive Officer

Number of theCompany’s
shares owned

General Manager of the High Functional Materials
Department
New election
Toshio Tamaki(November 30,
1961)

Apr. 2018

Managing Executive Officer (current position)
Chief Operating Officer of the High Functional
Materials Division

Apr. 2021

Chief Operating Officer of the Corporate Planning
Division

Oct. 2021

Chief Operating Officer of the Corporate Planning
Division
Responsible for the Recycling Adaptive Materials
Promotion Department

Apr. 2023

Chief Operating Officer of the Corporate Planning
Division
Responsible for the Recycling Adaptive Materials
Promotion Department
CCO(current position)

3

34,769[Reasons for nomination as candidate for Director]
The Company appointed Toshio Tamaki as CCO responsible for overseeing the Company’s compliance after
serving as the Chief Operating Officer of the Corporate Planning Division in 2021. He served as General Managerof the Tokyo High Functional Materials Sales Department and General Manager of the High Functional Materials
Department, was then appointed Executive Officer in 2016, and after he served as Managing Executive Officer in2018 and was appointed Chief Operating Officer of the High Functional Materials Division the same year. The
Company nominated Toshio Tamaki because it can expect him to execute the decision making and supervision ofmanagement based on his wealth of experience and expertise in management and the overall business operationsof the Company.
Note:

There is no special interest between Toshio Tamaki and the Company.

8

Candidate
No.

Name
(Date of birth)<<Career summary, position and responsibility in the Company, andsignificant concurrent positions outside the Company>>
Apr. 1987

Joined ITOCHU Corporation

May 2012

Deputy CFO of Machinery Company
General Manager of Business Accounting and Control
SectionMay 2014

General Manager, Planning & Control Department,
General Accounting Control Division

Apr. 2015

Deputy General Manager, General Accounting Control
Division
General Manager, Planning & Control Department,
General Accounting Control Division

May 2016

CFO of General Products & Realty Company

May 2018

Vice President of ITOCHU East Asia Bloc responsible
for Corporate Administration,
Manager of East Asia Bloc Corporate Administration
Group
Seconded to ITOCHU SHANGHAI LTD

May 2022

Executive Officer of the Company

New election
NoboruFukushima(December 7,
1963)

4

Number of theCompany’s
shares owned

0

Chief Operating Officer of the Corporate
Administration Division
Apr. 2023

Managing Executive Officer (current position)
Chief Operating Officer of the Corporate
Administration Division
CIO(current position)[Reasons for nomination as candidate for Director]
Noboru Fukushima spent many years of service at ITOCHU Corporation in the Finance and General Accounting
Control divisions. He served as CFO of General Products & Realty Company of ITOCHU Corporation in 2016
and was appointed Vice President of ITOCHU East Asia Bloc responsible for Corporate Administration in 2018.
He assumed office as Executive Officer of the Company in 2022, and in the same year, he began serving as Chief
Operating Officer of the Corporate Administration Division of the Company. He was appointed Managing
Executive Officer in April 2023 and currently serves as CIO with overall responsibility for information strategy.
The Company nominated Noboru Fukushima because it can expect him to carry out management decision-making
and supervision because of his extensive experience and knowledge, particularly in the areas of finance andaccounting, including his experience at several overseas operating companies.
Notes: 1. There is no special interest between Noboru Fukushima and the Company.
2. The above “Career summary, position and responsibility in the Company, and significant concurrent positions
outside the Company” includes Noboru Fukushima’s current and past positions and responsibilities as a person
who executes business at ITOCHU Corporation, the owners of parent of the Company, in the past 10 years.

9Candidate
No.

Name
(Date of birth)

Reelection
OutsideIndependent
Kenichi Hatano(December 28,
1947)<<Career summary, position and responsibility in the Company, andsignificant concurrent positions outside the Company>>Mar. 1966

Joined Sumitomo Chemical Co., Ltd. (current
SUMITOMO CHEMICAL COMPANY, LIMITED)

June 1998

General Manager of Osaka Industrial Chemicals
Department, Inorganic Industrial Chemicals Division

Apr. 2001

General Manager of Osaka Industrial Chemicals
Department, Industrial Chemicals Division

June 2001

General Manager of Industrial Chemicals Department I,
Industrial Chemicals Division

June 2003

General Manager of Industrial Chemicals Division andGeneral Manager of Industrial Chemicals Department I,
Industrial Chemicals Division

June 2005

Attendance atJune 2009
Board of Directors
Apr. 2010
meetings
100% (17/17)
Apr. 2013
5

Executive Officer
General Manager of Industrial Chemicals Division

Oct. 2007

June 2013

Number of theCompany’s
shares owned

14,244

Managing Executive Officer
Representative Director, Managing Executive Officer
Representative Director, Senior Managing Executive
Officer
Retired from Representative Director & Senior
Managing Executive Officer
Retired from Director
External Director of Sumitomo Seika Chemicals
Company, Limited.

June 2015

Retired from External Director

June 2018

Director of the Company (current position)[Reasons for nomination as candidate for outside Director and summary of expected role]
The Company nominated Kenichi Hatano as outside Director because it expects him to utilize his wealth ofexperience and expertise cultivated through his involvement in management of a comprehensive chemicals
manufacturer in the management of the company. In addition, Kenichi Hatano has actively provided advice froman independent standpoint since his appointment as outside Director of the Company in 2018, and the Company
expects him to continue to execute the proper decision making and supervision of management as an outside
Director of the Company. At the conclusion of this meeting, Kenichi Hatano’s tenure as outside Director of theCompany will have been five years.
[Independence of the candidate]
Kenichi Hatano was an executive officer of SUMITOMO CHEMICAL COMPANY, LIMITED until April 2013.
The Company has transactions with this company for the purchase of raw materials, etc., but as the percentage oftransaction amount is less than 2%, SUMITOMO CHEMICAL COMPANY, LIMITED is not a major business
partner of the Company.
Kenichi Hatano satisfies the “Independence Standards for Outside Officers” established by the Company, and has
been designated as an independent officer in accordance with the provisions of the Tokyo Stock Exchange. If thereelection of Kenichi Hatano is approved as proposed, the Company plans to continue the said designation.
Notes: 1. There is no special interest between Kenichi Hatano and the Company.
2. Kenichi Hatano is a candidate for outside Director.

10Candidate
No.

Name
(Date of birth)
Reelection
OutsideIndependent<<Career summary, position and responsibility in the Company, andsignificant concurrent positions outside the Company>>
Oct. 2003

Registered as an attorney at law
Joined Nishimura Law & Accounting Office

July 2007

Yoshiko Kosaka Jan. 2013
(September 20,
1976)
Apr. 2016
Attendance atBoard of Directors June 2020
meetings
June 2022
100% (17/17)
6Number of theCompany’s
shares owned

Termination of attorney at law registration (due tochildcare leave, etc.)
Re-registered as an attorney at law
Joined Takagi Law Office

5,955

Joined Irokawa Law Office (current Irokawa Legal
Professional Corporation) (current position)
Director of the Company (current position)
Outside Auditor of KANEMITSU Corporation (current
position)[Reasons for nomination as candidate for outside Director and summary of expected role]
Yoshiko Kosaka has served as outside Director of the Company since 2020, leveraging her advanced expertise as
an attorney and extensive knowledge related to corporate legal affairs, and the Company expects her to continue
speaking actively from an independent perspective, and to continue fulfilling her role in appropriate management
decision-making and supervision.
Yoshiko Kosaka has never been involved in the management of a company except for serving as outside officer sofar. However, the Company judges she will continue to appropriately fulfill her duties as an outside Director basedon the above reasons. At the conclusion of this meeting, Yoshiko Kosaka’s tenure as outside Director of theCompany will have been three years.
[Independence of the candidate]
Yoshiko Kosaka satisfies the “Independence Standards for Outside Officers” established by the Company, and has
been designated as an independent officer in accordance with the provisions of the Tokyo Stock Exchange. If thereelection of Yoshiko Kosaka is approved as proposed, the Company plans to continue the said designation.

Notes: 1. There is no special interest between Yoshiko Kosaka and the Company.
2. Yoshiko Kosaka is a candidate for outside Director.
3. The name of Yoshiko Kosaka in the family register is Yoshiko Miyabata.

11

Candidate
No.

Name
(Date of birth)

Reelection
OutsideIndependent
Takeshi Kaide(March 16, 1955)<<Career summary, position and responsibility in the Company, andsignificant concurrent positions outside the Company>>
Apr. 1979

Joined Mitsui Petrochemical Industries, Ltd. (current Mitsui
Chemicals, Inc.)

Jan. 2003

Deputy Managing Director of Mitsui Chemicals Asia, Ltd.
(Singapore)

Oct. 2004

Deputy Managing Director of Mitsui Chemicals Shanghai,
China Responsible for China PTA sales

June 2005

Deputy General Manager of Mitsui Chemicals, Inc. PTA &PET Division

Oct. 2010

General Manager of PTA & PET Division Managing
Director, Siam Mitsui PTA Co., Ltd (THAILAND)

Apr. 2013

Representative in the Americas President & CEO, Mitsui
Chemicals America Inc.

Attendance atBoard of Directors Apr. 2015
meetings
100% (13/13)
Apr. 2018

7

Number of theCompany’s
shares owned

1,911

Chief Senior Director Representative Director and Presidentof Prime Polymer Co., Ltd.
Representative Director President & CEO Mitsui Chemicals
Tohcello, Inc.

Apr. 2021

Senior Advisor

Mar. 2022

Retired from Senior Advisor

June 2022

Director of the Company (current position)[Reasons for nomination as candidate for outside Director and summary of expected role]
The Company nominated Takeshi Kaide as outside Director because it expects him to utilize his wealth ofexperience and expertise cultivated through his involvement in business management of comprehensive chemical
manufacturers and management of multiple operating companies, including overseas companies. In addition,
Takeshi Kaide has actively provided advice from an independent standpoint since his appointment as outside
Director of the Company in 2022, and the Company expects him to continue to execute the proper decision
making and supervision of management as an outside Director of the Company. At the conclusion of this meeting,Takeshi Kaide’s tenure as outside Director of the Company will have been one year.
[Independence of the candidate]Takeshi Kaide was an executive officer of Mitsui Chemicals, Inc. until March 2015 and of Prime Polymer Co.,
Ltd. until March 2018. The Company has transactions with each company for the purchase of raw materials, etc.,
but as the percentage of transaction amount is less than 2%, respectively, SUMITOMO CHEMICAL COMPANY,
LIMITED and Prime Polymer Co., Ltd. are not major business partners of the Company. In addition, he was an
executive officer of Mitsui Chemicals Tohcello, Inc. until March 2021. The C.I. TAKIRON Group has
transactions with this corporate group for the purchase of raw materials, etc., but as the percentage of transaction
amount is less than 2%, Mitsui Chemicals Tohcello, Inc. is not a major business partner of the Company.
Takeshi Kaide satisfies the “Independence Standards for Outside Officers” established by the Company, and has
been designated as an independent officer in accordance with the provisions of the Tokyo Stock Exchange. If thereelection of Takeshi Kaide is approved as proposed, the Company plans to continue the said designation.
Notes: 1. There is no special interest between Takeshi Kaide and the Company.
2. Takeshi Kaide is a candidate for outside Director.

12

■ Summary of details of limited liability agreement
The Company has entered into an agreement with Kenichi Hatano, Yoshiko Kosaka andTakeshi Kaide to limit their liability for damages under Article 423, paragraph (1) of theCompanies Act in accordance with the provisions of Article 427, paragraph (1) of the same
Act. If their reelection is approved as proposed, the Company plans to renew this agreementwith them. The maximum amount of liability for damages based on this agreement is theminimum liability amount stipulated in Article 425, paragraph (1) of the said Act. The said
limitation of liability is allowed only when the concerned Directors perform the duties thatcaused the liability in good faith and without any gross negligence.
■ Summary of details of contract for directors and officers liability insurance
The Company concluded a liability insurance contract for directors and officers with aninsurance company, as stipulated in Article 430-3, paragraph (1) of the Companies Act,
whereby insured persons are covered under said insurance contract for any damages andlitigation costs incurred in the event a claim for damages is filed by a shareholder or a third
party.
Each candidate will be included as an insured person under the insurance contract.

13

(Reference) “Independence Standards for Outside Officers”
In selecting candidates for outside officers, the Company selects candidates who satisfy thefollowing unique standard of the Company in addition to the criteria set forth in the
Companies Act and the Tokyo Stock Exchange.
In order for the Company to determine that an outside officer is independent, the said outside
officer must be independent and neutral from the Company’s management without coming
under any of the following.
1. A person or a person who executes business (“executive”) who has the C.I. TAKIRONGroup as a major business partner (sales to the C.I. TAKIRON Group account for 2% ormore of the consolidated sales of the relevant business partner group)
2. A major business partner of the C.I. TAKIRON Group or such an executive (sales to therelevant business partner group account for 2% or more of the consolidated sales of the
C.I. TAKIRON Group)
3. A person who belongs to the Company’s main bank, to a lead managing securities
company, or to an auditing firm that is the Company’s financial auditor
4. Attorneys at law, consultants, etc. who receive a certain amount of money (¥10 million
per year) or more in monetary or other financial benefits from the Company in addition to
the remuneration for officers (including those who belong to corporations, partnerships,
or other organizations if the person receiving such benefits is a member of suchorganization)
5. A Director who is not an executive or an executive of the owners of parent of theCompany, an Audit & Supervisory Board Member of the owners of parent of theCompany, or an executive of a brother company, at any time within 10 years prior to theassumption of office
6. Major shareholders of the Company (persons who directly or indirectly hold 10% ormore of the total voting rights, excluding the owners of parent of the Company) or theirbusiness executors
7. Spouse, relative within the second degree of kinship, or relative living in the same
household of a person who is an executive of the C.I. TAKIRON Group or of a person
who falls under 1 through 6 above
8. A person who has come under 1 to 4, 6, or 7 above in the last 5 years
9. A person who has been in office as an outside Director for a total of more than 8 years

14

(Reference) Skills Matrix (if Proposal No. 2 is approved as originally proposed)
The “Skills Matrix” defines the skills required of the Directors and Audit & Supervisory Board
Members of the Company in order to realize the C.I. TAKIRON Group’s corporate philosophy,
implement the business portfolio strategy, and promote SDGs management, among others.
If Proposal No. 2 is approved as originally proposed, the Skills Matrix for each Director andeach Audit & Supervisory Board Member will be as follows.
Skill
Directors

Audit &
Supervisory
Board
Members

Kazuya Saito
Yuji Fukuda
ToshioTamaki
NoboruFukushima
Kenichi
HatanoYoshiko
KosakaTakeshiKaide
ToshiroOkajima
Masamichi
Kanatomi
MasakoOsuna
Takashi Araki

Corporate
Management●●●

EnvironTalent
Legal/
TechFinance/
Sales/
ment/
Develop- Governnology/
Accounting
MarketingSocial
ment
ance
R&D
●
●
●
●
●
●
●
●

●
●

●

●

●
●

●

●
●

●

●

●
●

●

●

●
●

●
●

●

Global

●
●

●

●

●

15

●

●
●

●
●

●

●

●

(Reference) Corporate Governance Framework (if Proposal No. 2 is approved asoriginally proposed)

General Shareholders’ Meeting
Elect, Dismiss
Make Decisions, Supervise

Elect, Dismiss

Audit

Board of Directors
7 Directors(of which 3 outside Directors)

Elect, Dismiss

Audit & Supervisory Board
4 Audit & Supervisory Board Members(of which 2 outside Audit &Supervisory Board Members)

Accounting Auditor

Consult/Report
Proposal ofimportant matters
Reports on
business execution

Accounting Audits
Audit

Nomination andRemuneration

Appoint,
Supervise

GovernanceCommittee

Business execution

President
Management
Committee
Sustainability Committee
Internal Audit
OfficeCompliance Committee
Proposal of importantmatters regarding businessexecution

Corporate
Planning
Div.

Corporate
Administration
Div.

Construction
Materials
Div.

Audit

Environmental
Material Div.

High
Functional
Materials
Div.

4 Business Segments

16

Specialty
Films Div.

Production
Div.

R&D
Div.

Recycling
Adaptive
Materials
Promotion
Dept.

(Reference) Advisory Organizations to the Board of Directors
Nomination and Remuneration Committee
The Nomination and Remuneration Committee is established as an advisory body to the Boardof Directors with more than half of the members made up of Independent Outside Directors inorder to heighten the independence, objectivity and transparency of the Board of Directors in
the nomination of Directors, Audit & Supervisory Board Members and Executive Officers aswell as in the remuneration of Directors and Executive Officers. Any important matters related
to nomination or remuneration are evaluated under this committee before approval by the Boardof Directors.
Main Committee Agenda◦
Selection criteria for Director, Audit & Supervisory Board Members, and Executive
Officer candidates◦
Examination of independent election proposals for Directors, Audit & Supervisory Board
Members, and Executive Officers◦
Matters related to the appointment and dismissal of representative and Executive Officers◦
Remuneration policies for Directors and Executive Officers◦
Examination of processes to determine remuneration for Directors and Executive Officers
Composition of Committee (as of April 1, 2023)
Committee Chairperson

Yoshiko Kosaka, Independent Outside Director
Yuji Fukuda, Director President
Kenichi Hatano, Independent Outside Director

Members

Governance Committee
With the aim of further enhancing corporate governance, the Company has established a
Governance Committee, the majority of whose members are Independent Outside Directors, todeliberate on important governance-related matters and other material transactions or actions
that conflict with the interests of the controlling shareholder and minority shareholders, as
required by Japan’s Corporate Governance Code (Supplementary Principles 4.8.3).
Main Committee Agenda◦

Important governance matters◦

Effectiveness evaluation of the Board of Directors◦

Material transactions or actions that conflict with the interests of the controllingshareholder and minority shareholders**Deliberations only involve Independent Outside Directors
Composition of Committee (as of April 1, 2023)
Committee Chairperson

Kenichi Hatano, Independent Outside Director
Yuji Fukuda, Director President
Yoshiko Kosaka, Independent Outside Director
Takeshi Kaide, Independent Outside Director
Takashi Araki, Independent Outside Audit &Supervisory Board Member

Members17

(Reference) Effectiveness Evaluation of the Board of Directors
The Company analyzes and evaluates the effectiveness of the Board of Directors every year andstrives to address challenges discovered as a result for the purpose of improving Board of
Directors functions. The effectiveness evaluation conducted in fiscal 2022 is shown below.
Evaluation Method
1.

Deliberate over the evaluation process at the Governance Committee

2.

Conduct survey for self-assessment by Directors and Audit & Supervisory Board
Members.

3.

Exchange ideas between Directors and Audit & Supervisory Board Members based on
analysis of the survey results.

4.

Deliberate over the evaluation results at the Governance Committee

5.

Conduct evaluations at the Board of Directors

Evaluation Results
1. Items Improved in Fiscal 2022
Efforts to address the five priority issues for fiscal 2022 established in the previous evaluation
resulted in the following improvements.
(1)

Expansion of discussions on medium- to long-term plans

While beginning to organize issues and tasks for the establishment of business portfolio
management, the Company has improved the operation of the Board of Directors and created aforum for discussion in response to the need to enhance discussion of medium- and long-term
strategies and plans and ESG themes at the Board of Directors meetings.
(2)

Organizing the basic approach to deepening governance

The Governance Committee deliberated on the Company’s basic approach to corporate
governance and reported to the Board of Directors.
(3)

Enhancement of management support programs

Towards the operation of the program commencing in fiscal 2023, the Company consolidated
an information provision system for Board Members and improved systematic and planned
training content for prospective Board Members.
(4)

Enhancement of initiatives related to sustainability issues

As of April 1, 2022, the Sustainability Committee was established as a body for overall control
from a comprehensive and long-term perspective regarding the promotion of sustainability
management, and the committee made regular reports to the Board of Directors at each meeting.
(5)

Improvement of dialogue with shareholders and investors

As part of efforts to further enhance dialogue with shareholders and investors and further
explanations, the Company has continued to hold explanatory meetings and established a pagefor individual investors, among other measures.

18

2. Fiscal 2022 Effectiveness Evaluation and Future Initiatives
The Company received an overall positive evaluation determining the Board of Directors
functions appropriately and is effective from various initiatives on structure of the Board of
Directors and invigorating deliberations at the Board of Directors meetings.
The Company will promote initiatives to improve the three items below as priority issues in aneffort to further enhance the effectiveness of the Board of Directors.
(1)

Expansion of discussions on medium- to long-term plans(2)

Review of system and framework for governance(3)

Enhancement of management support and human resource development programs

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Proposal No. 3

Election of One Substitute Audit & Supervisory Board Member

The Company proposes the election of one substitute outside Audit & Supervisory Board
Member in advance to be ready to fill a vacant position should the number of outside Audit &Supervisory Board Members fall below the number required by laws and regulations.
In addition, the consent of the Audit & Supervisory Board has been obtained for this proposal.
In order to enhance the objectivity and transparency of the election process, this proposal has
passed through the deliberation process of the Nomination and Remuneration Committee.
The candidate for substitute Audit & Supervisory Board Member is as follows:
Name(Date of birth)

Takashi Honda(December 24, 1972)<<Career summary and significant concurrent positions outside theCompany>>
Oct. 1996

Joined Aoyama Audit Corporation (currently
PricewaterhouseCoopers Aarata LLC)

Apr. 2001

Registered as a certified public accountant

July 2003

Joined Zeirishi-Hojin PricewaterhouseCoopers (current
PwC Tax Japan)

Oct. 2007

Registered as a certified public tax accountant

Oct. 2014

Number of theCompany’s shares
owned

Director of Honda Certified Public Accountant Office0

Joined EXPERTS LINK LTD., CO.
Sept. 2016

Senior Partner

Aug. 2020

Director of Takashi Honda Certified Public Accountant& Tax Accountant Office (current position)
Senior Partner of Progressive Advisory LLC (current
position)[Reasons for nomination as candidate for substitute outside Audit & Supervisory Board Member]
The Company nominated Takashi Honda as a candidate for substitute outside Audit & Supervisory Board Member as he has
worked for an audit corporation and a tax accountant corporation for many years and has a wealth of experience andknowledge in these fields as well as a high level of expertise in finance and accounting as a certified public accountant andtax accountant, and it expects him to provide appropriate advice and verification in order to ensure the appropriateness ofdecision making by the Board of Directors.
[Independence of the candidate]
Takashi Honda satisfies the “Independence Standards for Outside Officers” established by the Company, and if his
reelection is approved as proposed and he assumes office as an Audit & Supervisory Board Member, the Company plans todesignate him as an independent officer in accordance with the provisions of the Tokyo Stock Exchange.
[Limited liability agreement]
If the election of Takashi Honda is approved as proposed and he assumes office as an Audit & Supervisory Board Member,the Company plans to enter into an agreement with him to limit his liability for damages under Article 423, paragraph (1) of
the Companies Act in accordance with the provisions of Article 427, paragraph (1) of the same Act. The maximum amountof liability for damages based on this agreement is the minimum liability amount stipulated in Article 425, paragraph (1) of
the said Act. The said limitation of liability is allowed only when the concerned Audit & Supervisory Board Member
performs the duties that caused the liability in good faith and without any gross negligence.
[Contract for directors and officers liability insurance]
The Company concluded a liability insurance contract for directors and officers with an insurance company, as stipulated in
Article 430-3, paragraph (1) of the Companies Act, whereby insured persons are covered under said insurance contract forany damages and litigation costs incurred in the event a claim for damages is filed by a shareholder or a third party.
If Takashi Honda’s appointment is approved and he becomes an Audit & Supervisory Board Member, he will be included as
an insured person under said insurance contract.
Notes: 1. There is no special interest between Takashi Honda and the Company.
2. Takashi Honda is a candidate for substitute outside Audit & Supervisory Board Member.

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Proposal No. 4 Partial Revision of the Performance-linked Stock-based Remuneration
System for Directors
1. Reasons for proposal and justification of the revision
At the 123rd Ordinary General Meeting of Shareholders held on June 27, 2018, the Company
received approval for the introduction of a stock-based remuneration system (hereinafter referred
to as “the former plan”) for Directors of the Company (excluding non-executive Directors).
Subsequently, at the 124th Ordinary General Meeting of Shareholders held on June 26, 2019, theBoard of Directors approved the revision of some of the details of the former system (themaximum value of the Company’s shares to be contributed by the Company necessary to deliver
the Company’s shares to Directors under the former system and the maximum number of points
to be granted which is the basis for calculating the number of shares to be delivered to each
Director, etc.). In addition, at the 126th Ordinary General Meeting of Shareholders held on June25, 2021, the Company has obtained shareholders’ approval to revise the former plan toperformance-linked stock-based remuneration system (hereinafter referred to as “the proposedsystem”) (the resolution of the above approval at the 126th Ordinary General Meeting of
Shareholders held on June 25, 2021 is hereinafter referred to as “the previous resolution”) andhas been operating the system to date.
The performance-linked indicator (the point award criteria used as the basis for calculating thenumber of Company shares to be issued to Directors under this system) for the initial period
covered by this system (fiscal years ending March 31, 2022, through March 31, 2024) was thepercentage of achievement of the performance targets set forth in the Medium-Term Management
Plan CX2023 (fiscal years ending March 31, 2022, through March 31, 2024). However, after theprevious resolution, there have been rapid changes in the Company’s business environment fromwhen the plan was formulated, and the plan was terminated after being shortened to two years
this time, and a new single-year management plan for the fiscal year 2023 was formulated. Thus,
the Company requests approval of the change in the performance-linked indexes under the
proposed system. The Company proposes to delegate the details to the Board of Directors within
the framework in 2. below.
The proposed system further continues to clarify the link between remuneration for Directors andthe Company’s business performance and stock value would allow Directors to share the sameprofits and risks as all shareholders due to fluctuations in the stock price, thereby aiming to raise
their awareness to contribute to improving medium- to long-term business performance andincreasing corporate value. The Company believes that a partial change in this system because ofthis proposal is appropriate for achieving these goals as it is necessary to link remuneration withperformance-linked indicators in light of the constantly changing business environment.
In addition, the Company deems that this proposal is necessary and reasonable for granting
remuneration to Directors in accordance with the policy for determining the content of
remuneration for each individual Director, and thus is appropriate in this respect.
If the Proposal No. 2 “Election of 7 Directors” is approved as originally proposed, the number of
directors subject to the proposed system (Directors excluding non-executive Directors) will be
four.
*The proposed system has also been introduced for executive officers who have concluded adelegation contract with the Company, and if this proposal is approved as originally proposed,
the Company plans to make the same change for executive officers by a resolution of the Boardof Directors.

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2. Details and other after changes to the proposed system(1)

Outline of the Proposed System

The proposed system is a stock-based remuneration system, whereby a trust which the Company
established by making a financial contribution (already established, hereinafter the “Trust”)
acquires the Company shares, and delivers the Company shares to each Director equivalent to thenumber of points the Company granted to each Director.
(2)

Details of Revisions to the Proposed System

Regarding the previous resolution, for the initial target period, the performance-linked indicator,
which is the basis for granting points, was set as “achievement rate of performance targets set
forth in the Medium-Term Management Plan CX2023 (fiscal years ending March 31, 2022,
through March 31, 2024)”, but for the fiscal year ending March 31, 2024, this will be revised to“achievement rate of performance targets outlined in the single-year management plan for the
fiscal year 2023.” In addition, the Company’s Board of Directors will determine the performancelinked indicators following the end of the initial target period.
Overview of the system after the revision is as follows. With the exception of the above change
in the performance-linked indicators, there are no changes from the previous resolution.
(i)

(ii)

(iii)

(iv)

(v)

(vi)

Directors of the Company (excluding nonexecutive Directors)
From the fiscal year ended March 31, 2022 to
the fiscal year ending March 31, 2024
(However, the term may be extended for aTarget Period
period not exceeding three fiscal years on acase-by-case basis upon the decision of theBoard of Directors.)
Maximum amount of money the Total: ¥90 million
Company will contribute as funds for the (However, in the case of an extended period,
acquisition of the Company shares the upper limit for the extended period isrequired to be delivered to the persons calculated by multiplying the number of fiscal
eligible mentioned in (i) during the target years in the target period of the extended period
period of three years mentioned in (ii)by ¥30 million.)
Either by disposing of treasury shares or by
Method of acquisition of shares of thepurchasing shares on the exchange market
Company(including after-hours trading)
30,000 points for each fiscal year
(One point shall be worth one share of theUpper limit for total number of points that Company’s stock. However, in the event of a
the Company shall grant to the persons stock split or reverse stock split of theeligible mentioned in (i)Company’s shares, the number of shares per
point shall be adjusted according to the split
ratio or consolidation ratio.)[Before revision] For the initial target period,
the number of points calculated according to
the achievement rate of performance targets set
forth in the Medium-Term Management Plan
CX2023 (fiscal years ending March 31, 2022,
Criteria for granting points
through March 31, 2024) will be granted.
[After revision] Of the initial target period, forthe fiscal year 2023, the number of points
calculated according to the achievement rate of
the performance targets set in the single-year
Persons eligible for the proposed system22management plan for the fiscal year 2023 will
be granted.
At the time of retirement from office inprinciple(vii) Time of delivery of the Company sharesto persons eligible mentioned in (i)23