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 shall prevail.

Securities code: 2163
April 2, 2021
To Our Shareholders:
SEKIGUCHI Sozo
President and CEO
Artner Co., Ltd.
5-2, Nishidaimotsucho, Amagasaki, Hyogo(Headquarters Sumitomo Nakanoshima Building 2F,
Nakanoshima 3-2-18, Kita-ku, Osaka City)

Notice of Convocation for the 59th Ordinary General Meeting of Shareholders

You are hereby notified that the 59th Ordinary General Meeting of Shareholders (“the Meeting”) of
Artner Co., Ltd. (“the Company”) will be held on Thursday, April 22, 2021, as described below.
Ensuring the health and safety of our shareholders is our top priority. To mitigate the risk of contractingor spreading COVID-19, the Company will hold the Meeting with preventive and protective measuresin place.
However, we recommend that you exercise your voting rights in writing (by postal mail) or via theInternet in advance and refrain from attending the Meeting in person.
You may exercise your voting rights by either of the following methods. If you wish to exercise yourvoting rights after examining the attached reference materials for the Meeting, please do so by 5:30
p.m. on Wednesday, April 21, 2021 (JST).

Instructions for exercising voting rights in writing (by postal mail)Please indicate your approval or disapproval of the proposals in the enclosed form and return it bypostal mail by no later than the above-mentioned deadline.
Instructions for exercising voting rights via the Internet
When exercising your voting rights via the Internet, please read the "Guide to Exercising Your Voting
Rights via the Internet" and enter your approval or disapproval of the proposals by no later than theabove-mentioned deadline.

11．Time:Thursday, April 22, 2021 10:00 a.m. (Reception starts at 9:00 a.m.)

2．Place:

3-1-1 Umeda, Kita-ku, Osaka Houou no ma (room), 20F, Hotel Granvia Osaka

3．Purpose of meeting:
Matters to be reported on:
Business report and financial statements for 59th Period (February 1, 2020, to January 31, 2021)
Proposals:
Item No. 1: Payment of dividends of surplus
Item No. 2: Election of five Directors who are not members of the Audit and Supervisory
Committee
Item No. 3: Election of three Directors who are members of the Audit and Supervisory
Committee~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~
If you attend the Meeting in person, please sign and submit the form for exercising voting rights enclosed
herewith to the receptionist at the venue.
Any amendments to be made to the reference materials, business report, or financial statements will be postedon the Company’s website (https://www.artner.co.jp).
Special Notice to Shareholders
To mitigate the risk of contracting or spreading COVID-19, we will take the following measures for the Meeting.
We appreciate your understanding and cooperation.
- There will be fewer seats available at the Meeting than before due to the need to provide sufficient space
between seats. Admission to the Meeting may be limited.
- We will check the body temperature of every attending shareholder at the entrance to the meeting venue. An
attending shareholder who is found to have a fever or who looks sick may be stopped and asked to refrain fromentering.
- Please wear a mask during the Meeting. Hand sanitizer will be available for your convenience at the venue toprevent infection.
- We will run the Meeting smoothly and efficiently to keep it shorter than usual.
- Directors as well as administrative and operational staff will wear masks during the Meeting.
Depending on how the COVID-19 situation will develop by the time of the Meeting, we might change theprocedure for the Meeting, including the above-mentioned measures. If significant changes should arise, we will
post an update on the Company’s website (https://www.artner.co.jp). Please check the website before you attend
the Meeting.

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Reference Materials for the General Meeting of Shareholders
Proposals and supplementary information
Item No. 1: Payment of dividends of surplus
In consideration of the Company’s policy of returning profits to shareholders, the Company proposes
to pay a year-end dividend of ¥11.50 per share.
If approved, the annual dividend for the fiscal year ended January 31, 2021 (the 59th Period), willamount to ¥23.00 per share, including the interim dividend of ¥11.50 paid earlier. This will be anincrease of ¥2.50 from the fiscal year ended January 31, 2020.
Matters concerning the proposed year-end dividend(1) Type of assets to be distributed to shareholders
Cash(2) Matters concerning the allocation of assets to be distributed to shareholders and the total amountthereofA cash dividend of ¥11.50 per common share of the Company will be paid. The total amount ofdividends to be paid will be ¥122,193,756.
(3) Effective date of payment of dividend
April 23, 2021

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Item No. 2: Election of five Directors who are not members of the Audit and Supervisory Committee
The terms of office of all five current Directors (excluding Directors who are members of the Audit
and Supervisory Committee; hereinafter the same in this item), are to expire at the conclusion of thisOrdinary General Meeting of Shareholders.
Therefore, the Company hereby proposes to appoint five Directors for a new term.
Furthermore, concerning this item, the Audit and Supervisory Committee of the Company has
determined that all candidates are well qualified for the position.
The candidates are as follows:
CandidateNo.

1

Career summary, positions and areas of responsibility held in No. of thethe Company (Material concurrent position(s) currently held Company’s
outside the Company)
shares owned
June 1983
Joined MEITEC CORPORATION
Joined Osaka Technology Center Co., Ltd.
April 1988
(previous name of the Company)
The Company: Director; Head of the
SEKIGUCHI
March 1993
Business Planning Dept.
Sozo
6,917
(Born December February 1998 The Company: Director; Vice President
shares31, 1964)
The Company: President and CEO
February 2002
(current)
The Company: Head of the Hyper Artner
February 2012
Business Division(Reasons for nominating him as candidate for Director)
Mr. SEKIGUCHI Sozo has served as President and CEO of the Company since 2002. He has
demonstrated strong leadership in corporate and business management by drawing on a wealthof experience he has gained through his previously-held positions as Head of the Business
Planning Dept., Head of the Business Division, and Executive Vice President.
He has been renominated as a candidate for Director, as he has a wealth of experience and deep
insight regarding the Company’s business, and as he is expected to contribute to the further
growth of the Company.
Name(Date of birth)4

Candidate

No.

2

3

Career summary, positions and areas of responsibility held in No. of thethe Company (Material concurrent position(s) currently held Company’s
outside the Company)
shares owned
April 1978
Joined Toyobo Interior Co., Ltd.
Joined Osaka Technology Center Co., Ltd.
March 1982
(previous name of the Company)
The Company: Head of the Kanto
March 1990
Business Dept.
HARIGAE
Tomonori
March 1991
The Company: Director
281,075(Born May 24,
sharesThe Company: Managing Director; HeadMarch 1993
1954)
of the General Affairs Dept.
The Company: Managing Director; Head
February 2007of the Management Division
The Company: Director; Head of the
May 2008
Management Division (current)(Reasons for nominating him as candidate for Director)
Mr. HARIGAE Tomonori has leveraged his wealth of knowledge and experience in generalaffairs, human resources, and accounting to head the Management Division of the Company formany years as a member of the management team.
He has been renominated as a candidate for Director, as he is well versed in the Company’s dayto-day operations and has a wealth of management experience, and as he is expected to contributeto the further growth of the Company.
Joined Osaka Technology Center Co., Ltd.
April 1978
(previous name of the Company)
The Company: Head of the No.3 Business
October 1993
Dept.
February 2002 The Company: Standing auditor
The Company: Managing Director; Head
April 2004of the Human Resources Business Dept.
The Company: Managing Director; Head
February 2007of the Human Resources Business Division
The Company: Managing Director; Head
April 2007
OKUSAKAof the Business Management Division
Kazuya277,849
The Company: Managing Director; Head(Born September March 2009
sharesof the Technology Development Division3, 1955)
The Company: Managing Director; Head
February 2010of the Business Promotion Division
The Company: Managing Director; Head
February 2011of the Engineer Business Division
The Company: Director; Head of theApril 2011
Engineer Business Division
The Company: Director; Head of the
February 2013
Human Resources Business Division
The Company: Director; Head of the
February 2016
Engineer Business Division (current)(Reasons for nominating him as candidate for Director)
After joining the Company as an engineer, Mr. OKUSAKA Kazuya served as a standing auditor
and has played a leading role in talent development and business development for many years asa member of the management team.
He has been renominated as a candidate for Director, as he is well versed in the Company’s dayto-day operations and has a wealth of management experience, and as he is expected to contributeto the further growth of the Company.
Name(Date of birth)5

Candidate

No.

4

5

Career summary, positions and areas of responsibility held in No. of thethe Company (Material concurrent position(s) currently held Company’s
outside the Company)
shares owned
Joined Nihon Bayer Agrochem (nowApril 1998
Bayer Crop Science)
June 2004
Joined Aon Affinity
Joined the Company
April 2007
The Company: Head of the Corporate
Planning and Strategy Division
SATO
The Company: Head of the CorporateSo
6,080
February 2013 Planning and Strategy Division; Head of(Born August 14,
sharesthe Engineer Agency Business Division
1973)
The Company: Director; Head of the
Corporate Planning and Strategy Division;
April 2015
Head of the Engineer Agency Business
Division
The Company: Director; Head of the
February 2016 Corporate Planning and Strategy Division(current)(Reasons for nominating him as candidate for Director)
Mr. SATO So had a career in chemical manufacturing and finance prior to joining the Company.
At the Company, he has headed the Corporate Planning and Strategy Division and played a keyrole in corporate planning as a member of the management team.
He has been renominated as a candidate for Director, as he is expected to continue to play a keyrole in various aspects of corporate and business management, and to contribute to the further
growth of the Company.
Joined Osaka Technology Center Co.,
April 1981
Ltd. (previous name of the Company)
The Company: Head of the TalentFebruary 2007 Development Dept. of the Human
Resources Division
The Company: Director; Head of theApril 2007
EGAMI
Human Resources Division
Yoji
The Company: Director; Head of the128,242(Born
February 2010
Business Promotion Division
shares
September 26,
The Company: Director; Head of the1958)
February 2011
Human Resources Business Division
The Company: Director; Head of the
February 2013
Engineer Business Division
The Company: Director; Head of the
February 2016 Human Resources Business Division(current)(Reasons for nominating him as candidate for Director)
After joining the Company as an engineer, Mr. EGAMI Yoji has played a leading role in talentdevelopment and recruiting for many years as a member of the management team.
He has been renominated as a candidate for Director, as he is well versed in the Company’s
day-to-day operations and has a wealth of management experience, and as he is expected tocontribute to the further growth of the Company.
Name(Date of birth)6

(Notes)
1. The Company has no conflicts of interest with any of these candidates.
2. The Company has a directors and officers liability insurance (D&O Insurance) policy in place, the details of
which are outlined below, and which is scheduled to be renewed in May 2021. All the candidates referred toin this item are already insured under the said insurance policy and will continue to be insured after their
appointments.
- Ratio of insurance premiums borne by the insured party
The premiums shall be fully paid by the Company, including the premiums for special clauses. Therefore, no
portion of the premiums shall be borne by the insured party.
- Outline of insurable contingencies subject to coverage
This policy, together with the special clauses, will cover damages that may arise when an insured Director
assumes liabilities as a result of the execution of his duties or due to claims brought against him for being
held responsible for the consequences of his action. However, the policy has an exclusion that the insurancecompany contends precludes coverage, such as liabilities incurred as a result of an unlawful act that an insured
individual willfully and knowingly commits.
3. The number of the Company’s shares owned by candidates includes equities held by the Artner Officer Stocks
Society.

7

Item No. 3: Election of three Directors who are members of the Audit and Supervisory Committee
The terms of office of all three current Directors who are members of the Audit and Supervisory
Committee are to expire at the conclusion of the Meeting.
Therefore, the Company hereby proposes to appoint three Directors who are members of the Audit
and Supervisory Committee for a new term.
The Audit and Supervisory Committee has granted its consent to this item.
The candidates to be Directors who are members of the Audit and Supervisory Committee are as
follows:
CandidateNo.

1

Career summary, positions and areas of responsibility held in No. of thethe Company (Material concurrent position(s) currently held Company’s
outside the Company)
shares owned
April 1978
Joined The Bank of Yokohama, Ltd.
December 1997 Appointed New York Branch Manager
Appointed Executive Officer; Head ofApril 2003
the Financial Markets Dept.
April 2006
Appointed Managing Executive Officer*
Joined Kyodo Shiryo Co., Ltd. (nowTERAMURA
June 2006
Feed One Co., Ltd.) as Part-time0
Yasuhiko
Auditorshares(Born November
Joined Mabuchi Corporation as
November 2007
22, 1955)
Managing Director
November 2008 Appointed Senior Managing Director
Joined Sagami Transportation &June 2011
Warehouse Co., Ltd. as Outside
Director
November 2018 Joined Multitrans, Ltd. as CEO(Reasons for nominating him as a candidate for Outside Director, and an outline of expectedrole to play)
Mr. TERAMURA Yasuhiko has been nominated as a candidate for new Outside Director as hehas a wealth of experience and expertise gained from years of service in key roles and positions
at financial institutions, and as he is expected to deliver well-rounded judgments based on his
unique career and provide impartial and objective oversight.
Name(Date of birth)8

Candidate

No.

2

3

Career summary, positions and areas of responsibility held in No. of thethe Company (Material concurrent position(s) currently held Company’s
outside the Company)
shares owned
Joined NEC Engineering, Ltd. (Now NEC
April 1973
Platforms, Ltd.)
Appointed Deputy Head of the Accounts
July 1994
Dept.
Appointed Head of the Accounts Dept. ofApril 2002
Business Management Division
MITANI
TakaakiApril 2005
Appointed Head of the Accounts Dept.
16,444(Born OctobersharesAppointed Senior Professional of theJune 2010
18, 1950)
Accounts Dept.
Joined Artner Co., Ltd. as Standing
April 2011
AuditorAppointed Outside Director and standing
April 2017
member of the Audit and Supervisory
Committee (current)(Reasons for nominating him as a candidate for Outside Director, and an outline of expectedrole to play)
Mr. MITANI Takaaki has been renominated as a candidate for Outside Director as he has wideranging expertise gained from his knowledge and experience in the fields of accounting andfinance, and as he is expected to continue to deliver well-rounded judgments based on his
unique career and provide impartial and objective oversight. Although he does not have priorexperience in corporate management other than serving as an outside director, the Company
has determined that he is well qualified to carry out the duties of an Outside Director for thereasons mentioned above.
March 1976
Joined Takara Standard Co., Ltd.
Appointed Kansai Direct Demand Branch
May 2006
President
Appointed Executive Officer; Kansai
April 2011
Direct Demand Branch President*
Appointed Managing Executive Officer;
MORII
April 2013
Kansai Direct Demand Branch President
Shinichiro
0
Appointed Managing Executive Officer;(BornsharesKansai Direct Demand Branch Manager
November 28,
April 2019
and Chubu Direct Demand Branch
1953)
ManagerJune 2020
Appointed Advisor (current)[Material concurrent position currently
held]
Takara Standard Co., Ltd.: Advisor(Reasons for nominating him as a candidate for Outside Director, and an outline of expectedrole to play)
Mr. MORII Shinichiro has been nominated as a candidate for new Outside Director as he has awealth of experience and expertise gained from his career in key positions held at Takara
Standard Co., Ltd., and as he is expected to deliver well-rounded judgments based on his unique
career and provide impartial and objective oversight. Although he does not have previous
experience of being directly responsible for corporate management, the Company has
determined that he is well qualified to carry out the duties of an Outside Director properly forthe reasons mentioned above.
Name(Date of birth)9

(Notes)
1. The Company has no conflicts of interest with any of these candidates.
2. The candidates marked with an asterisk (*) are nominated for the first time.
3. Messrs. TERAMURA Yasuhiko, MITANI Takaaki, and MORII Shinichiro are candidates for Outside
Directors.
4. The Company has designated Mr. MITANI Takaaki as Independent Director as defined by the Tokyo Stock
Exchange, Inc., and has registered him as such with the exchange. When his appointment is approved, hewill continue to serve as Independent Director. In addition, Messrs. TERAMURA Yasuhiko and MORII
Shinichiro meet the criteria for serving as Independent Directors as defined by the Tokyo Stock Exchange,
Inc. Accordingly, when their appointments are approved, they will be designated as Independent Directors.
5. Mr. MITANI Takaaki currently serves as Outside Director and member of the Audit and Supervisory
Committee of the Company, and his term of office is to expire at the conclusion of the Meeting.
6. The summary of the Liability Limitation Agreement with each candidate is as follows: The Company hasentered into an agreement with Mr. MITANI Takaaki 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 Act,and the maximum amount of liability for damages under the said agreements is the minimum liability
amount allowed under laws and regulations.
The Company intends to extend the said agreement if the appointment is approved.
In addition, if the appointments of Messrs. TERAMURA Yasuhiko and MORII Shinichiro is approved, theCompany intends to enter into a similar agreement with each of them.
7. The Company has a directors and officers liability insurance (D&O Insurance) policy in place, the details of
which are outlined below, and which is scheduled to be renewed in May 2021. With regard to thecandidates presented in this item, the renominated candidate is already insured under the said insurance
policy and will continue to be insured after his reappointment. The candidates to be newly elected will be
insured when they are elected to their respective posts.
- Ratio of insurance premiums borne by the insured party
The premiums shall be fully paid by the Company, including the premiums for special clauses. Therefore,
no portion of the premiums shall be borne by the insured party.
- Outline of insurable contingencies subject to coverage
This policy, together with the special clauses, will cover damages that may arise when an insured Director
assumes liabilities as a result of the execution of his duties or due to claims brought against him for being
held responsible for the consequences of his action. However, the policy has an exclusion that the insurancecompany contends precludes coverage, such as liabilities incurred as a result of an unlawful act that aninsured individual willfully and knowingly commits.
8. The number of the Company’s shares owned by candidates includes equities held by the Artner Officer
Stocks Society.

10