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 4, 2023
(Start date of electronic provision measures April 3, 2023)
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 61st Ordinary General Meeting of Shareholders

You are hereby notified that the 61st Ordinary General Meeting of Shareholders (“the Meeting”) of
Artner Co., Ltd. (“the Company”) will be held on Thursday, April 27, 2023, as described below.
In convening this Ordinary General Meeting of Shareholders, information contained in the
Reference Materials for the General Meeting of Shareholders, etc. (items to be electronicallyprovided), is provided electronically and has been posted on the following internet websites. Please
access any of those websites to review the information.
The Company’s website: https://www.artner.co.jp/ir/library/meetings
Website on which the materials for the Company's Ordinary General Meeting of Shareholders areposted: https://d.sokai.jp/2163/teiji/Tokyo Stock Exchange, Inc.'s website (Listed Company Search):https://www2.jpx.co.jp/tseHpFront/JJK020010Action.do?Show=Show
Please go to the Tokyo Stock Exchange, Inc.'s website (Listed Company Search) above, enter thestock (company) name or stock code, search, select “Basic information” and then “Documents for
public inspection/PR information” to access the information.

1

If you are unable to attend the Meeting, you may exercise your voting rights by either of thefollowing methods. If you wish to exercise your voting rights after examining the attachedreference materials for the Meeting, please do so by 5:30 p.m. on Wednesday, April 26, 2023
(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 the above-mentioned deadline.

1.Time:Thursday, April 27, 2023 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 61st Period (February 1, 2022, to January 31, 2023)
Proposals:
Item No. 1: Payment of dividends of surplus
Item No. 2: Partial amendment to Articles of Incorporation
Item No. 3: Election of five Directors who are not members of the Audit and Supervisory
Committee
Item No. 4: 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.
Should it become necessary to revise any of the items for which measures for providing information inelectronic format are taken, a notice of the revisions and the details of the items before and after the revisions
will be posted on each of the websites on which the items have been posted.

2

Measures to Prevent COVID-19 Infection
To Our Shareholders- We urge our shareholders considering attending the General Meeting of Shareholders to carefully
consider whether or not to attend the Meeting, taking care of your physical condition up to the day of
the Meeting, and ensuring your fitness to attend on the day.
To Our Shareholders Attending the Meeting- Please cooperate with the measures by bringing and wearing your mask as well as using the handsanitizer provided at the venue.
- We will check the body temperature of every attending shareholder at the entrance to the meetingvenue. An attending shareholder who is found to have a fever or who looks sick may be stopped andasked to refrain from entering.
Measures Taken by the Company- There will be fewer seats available at the Meeting than before due to the need to provide sufficientspace between seats. Admission to the Meeting may be limited.
- 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 mightchange the procedure 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.

3

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, and including acommemorative dividend of ¥17 to celebrate the Company's 60th anniversary of establishment andthe 15th anniversary of listing on JASDAQ (now Prime Market), the Company proposes to pay a
year-end dividend of ¥40 per share.
If approved, the annual dividend for the fiscal year ended January 31, 2023 (the 61st Period), willamount to ¥60.00 per share, including the interim dividend of ¥20.00 paid earlier. This will be anincrease of ¥25.50 from the fiscal year ended January 31, 2022.
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
amount thereof
A cash dividend of ¥40 per common share of the Company will be paid (an ordinary dividendof ¥23 and a commemorative dividend of ¥17). The total amount of dividends to be paid willbe ¥425,021,760.
(3) Effective date of payment of dividend
April 28, 2023

4

Item No. 2: Partial amendment to Articles of Incorporation
1. Reason for the proposal
This proposal is to change the Location of the Head Office in Article 3 of the current Articles ofIncorporation from Amagasaki City, Hyogo Prefecture to Osaka City in order to align the locationof the registered head office with the location of the office having substantial headquartersfunctions.
2. Details of amendments
The details of the proposed amendments are as follows.
(The underlined sections indicate amended content.)
Current Articles of Incorporation
Proposed amendments(Location of the Head Office)(Location of the Head Office)
Article 3 The head office of the Company shall Article 3 The head office of the Company shallbe situated in Amagasaki City, Hyogobe situated in Osaka City.
Prefecture.
Supplementary Provisions(Transitional measures regarding release fromliability of Auditors)
1 to 2(Text omitted)

Supplementary Provisions(Transitional measures regarding release fromliability of Auditors)
1 to 2(No change)(New)(Effective Date)
The amendment to Article 3 (Location of
the Head Office) of the Articles ofIncorporation shall come into effect on
September 18, 2023. This supplementaryprovision (Effective Date) shall be deleted
after the effective date of the change of thelocation of the head office.

5

Item No. 3: 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)
Appointed Director; Head of the Business
March 1993
SEKIGUCHI
Planning Office
Sozo
7,601
February(Born December
sharesAppointed Director; Vice President
1998
31, 1964)
February
Appointed President and CEO (current)
2002
February
Appointed Head of the Hyper Artner
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)6

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)
Appointed Head of the Kanto Business
March 1990
Dept.
HARIGAE
Tomonori
March 1991
Appointed Director
142,827(Born May
sharesAppointed Managing Director; Head of the
March 1993
24, 1954)
General Affairs Dept.
Appointed Managing Director; Head of the
February 2007
Management Division
Appointed 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
day-to-day operations and has a wealth of management experience, and as he is expected tocontribute to the further growth of the Company.
Joined Osaka Technology Center Co., Ltd.
April 1978
(previous name of the Company)
Appointed Head of the No.3 Business
October 1993
Dept.
February 2002 Appointed Standing Auditor
Appointed Managing Director; Head of theApril 2004
Human Resources Dept.
Appointed Managing Director; Head of the
February 2007
Human Resources Division
Appointed Managing Director; Head of theApril 2007
OKUSAKA
Business Management Division
Kazuya142,458
Appointed Managing Director; Head of the(Born September March 2009
sharesTechnology Development Division3, 1955)
Appointed Managing Director; Head of the
February 2010
Business Promotion Division
Appointed Managing Director; Head of the
February 2011
Engineer Business Division
Appointed Director; Head of the Engineer
April 2011
Business Division
Appointed Director; Head of the Human
February 2013
Resources Business Division
Appointed Director; Head of the Engineer
February 2016
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 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)7

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 Artner Co., Ltd.
April 2007
Appointed Head of the Corporate Planningand Strategy Division
Appointed Head of the Corporate Planning
SATO
February 2013 and Strategy Division; Head of theSo
3,360
Engineer Agency Business Division(Born AugustsharesAppointed Director; Head of the Corporate
14, 1973)
April 2015
Planning and Strategy Division; Head of
the Engineer Agency Business Division
Appointed Director; Head of the Corporate
February 2016
Planning and Strategy Division
Appointed Director; Head of the Corporate
Planning and Strategy Division; Head of
February 2022
the Engineer Agency Business Division(current)(Reasons for nominating him as candidate for Director)
Mr. SATO So had a career in chemical manufacturing and finance prior to joining theCompany. At the Company, he has headed the Corporate Planning and Strategy Division andplayed a key role 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
key role in various aspects of corporate and business management, and to contribute to thefurther growth of the Company.
Joined Osaka Technology Center Co.,
April 1981
Ltd. (previous name of the Company)
Appointed Head of the Technology
February 2007 Development Dept. of the Human
Resources Division
Appointed Director; Head of the Human
April 2007
Resources Division
EGAMI
Appointed Director; Head of the BusinessFebruary 2010
Yoji
Promotion Division
66,270(Born
sharesAppointed Director; Head of the Human
September
February 2011
Resources Business Division26, 1958)
Appointed Director; Head of the Engineer
February 2013
Business Division
Appointed Director; Head of the Human
February 2016
Resources Business Division
Appointed Director; Head of the
February 2022 Technology Development 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)8

(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, as stipulated
in Article 430-3, Paragraph 1 of the Companies Act, and the policy is scheduled to be renewed in May
2023. All the candidates referred to in this item are already insured under the said insurance policy and willcontinue 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 aninsured 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.

9

Item No. 4: 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 this Ordinary General Meeting of Shareholders.
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:
Career summary, positions and areas of responsibility held in No. of the
Candidate
Name
the Company (Material concurrent position(s) currently held Company’s
No.
(Date of birth)
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. (nowJune 2006
Feed One Co., Ltd.) as Part-time
AuditorTERAMURA
Joined Mabuchi Corporation as
Yasuhiko
1,671
November 2007
Managing Director(Born November
sharesNovember 2008 Appointed Senior Managing Director
22, 1955)
Joined Sagami Transportation &1
June 2011
Warehouse Co., Ltd. as Outside
Director
November 2018 Joined Multitrans, Ltd. as CEO
Joined Artner Co., Ltd. as Outside
Director and standing member of theApril 2021
Audit and Supervisory Committee(current)(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 Outside Director as he hasa 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.

10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
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
MORII
Appointed Managing Executive Officer;
April 2013
Shinichiro
Kansai Direct Demand Branch President
671
(Born
Appointed Managing Executive Officer;
sharesNovemberKansai Direct Demand Branch Manager
April 201928, 1953)
and Chubu Direct Demand BranchManagerJune 2020
Appointed Advisor
April 2021
Joined Artner Co., Ltd. as Outside
Director and member of the Audit andSupervisory Committee (current)(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 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 haveprevious 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
for the reasons mentioned above.
Joined Yasuda Trust & Banking Co., Ltd.
April 1978
(now Mizuho Trust & Banking Co., Ltd.)May 1999
Appointed Kinshicho Branch Manager
April 2002
Appointed Hiroshima Branch Manager
Appointed Head of the Securities Agency
April 2004
Sales Dept.
Appointed Head of the Solution Sales
October 2005
Dept.
NOMURA
Appointed Executive Officer; Head of theApril 2007
Ryuichiro
Solution Sales Dept.
111(Born February
sharesJoined Mizuho Realty Co., Ltd. as Senior
April 2008
18, 1956)
Managing Executive Officer
September
Joined Taiyo House Co., Ltd. as Vice
2016
President
March 2020
Joined Nihon Unist Inc. as Advisor
Joined Marubeni Private Reit Inc. as
August 2020
Executive Officer
Joined Artner Co., Ltd. as Outside
July 2022
Director and member of the Audit andSupervisory Committee (current)(Reasons for nominating him as a candidate for Outside Director, and an outline of expectedrole to play)
Mr. NOMURA Ryuichiro has been nominated as a candidate for Outside Director as he has awealth of experience and expertise gained from years of service in key roles and positions at
financial institutions and in corporate management, and as he is expected to deliver wellrounded judgments based on his unique career and provide impartial and objective oversight.
Name(Date of birth)11

(Notes)
1. The Company has no conflicts of interest with any of these candidates.
2. Mr. TERAMURA Yasuhiko, Mr. MORII Shinichiro, and Mr. NOMURA Ryuichiro are candidates for
Outside Directors.
3. The Company has designated Mr. TERAMURA Yasuhiko, Mr. MORII Shinichiro, and Mr. NOMURA
Ryuichiro as Independent Directors as defined by the Tokyo Stock Exchange and has submitted notificationof the designation to the same Exchange. They are expected to remain as Independent Directors if theirelections are approved.
4. Mr. TERAMURA Yasuhiko and Mr. MORII Shinichiro are currently Outside Directors who are members of
the Audit and Supervisory Committee. As of the conclusion of this Ordinary General Meeting of
Shareholders, their terms in office will be two years.
5. Mr. NOMURA Ryuichiro is currently an Outside Director who is a member of the Audit and Supervisory
Committee. As of the conclusion of this Ordinary General Meeting of Shareholders, his term in office will
be nine months.
6. The Company has entered into agreements with Mr. TERAMURA Yasuhiko, Mr. MORII Shinichiro, andMr. NOMURA Ryuichiro 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 Act, and the maximum
amount of liability for damages under the said agreements is the minimum liability amount allowed underlaws and regulations.
The Company intends to extend these agreements with these persons if their appointments are approved.
7. The Company has a directors and officers liability insurance (D&O Insurance) policy in place, as stipulated
in Article 430-3, Paragraph 1 of the Companies Act, and the policy is scheduled to be renewed in May
2023. All the candidates referred to in this item are already insured under the said insurance policy and willcontinue 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 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.

12Note: Composition of the Board of Directors upon approval of Item Nos. 3 and 4
If Item No. 3: Election of five Directors who are not members of the Audit and Supervisory Committee andItem No. 4: Election of three Directors who are members of the Audit and Supervisory Committee areapproved as proposed, the composition of the Board of Directors will be as follows:

Name
SEKIGUCHI
Sozo
HARIGAE
Tomonori

OKUSAKA
KazuyaSATO So

EGAMI Yoji

Positions andareas ofresponsibility
President andCEO
Director
Head of theManagement
Division
Director
Head of theEngineerBusiness
Division
Director
Head of the
Corporate
Planning andStrategy
Division;
Head of theEngineer
AgencyBusiness
Division
Director
Head of theTechnology
Development
Division

TERAMURA
Yasuhiko

OutsideDirector andstanding
member of
the Audit andSupervisory
Committee

MORII
Shinichiro

OutsideDirector andmember of
the Audit andSupervisory
Committee

NOMURA
Ryuichiro

OutsideDirector andmember of
the Audit andSupervisory
Committee

Corporate
management

Businessstrategy

Recruitment
anddevelopment

Sales

Financeandaccounting

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Note: The table above does not represent all the experience and expertise possessed by each candidate for
Director.

13

Governance●