Note: This document has been translated from a part of the Japanese original for reference purposes only.
In the event of any discrepancy between this translated document and the Japanese original, the original
shall prevail. The Company assumes no responsibility for this translation or for direct, indirect or any otherforms of damages arising from the translation.
(Stock Exchange Code 6136)
January 31, 2024
(Start date of measures for electronic provision: January 24, 2024)
To Shareholders with Voting Rights:
Norio Ishikawa
ChairmanOSG Corporation

3-22 Honnogahara, Toyokawa City,
Aichi Prefecture, JapanNOTICE OF THE 111TH ORDINARY SHAREHOLDERS’ MEETING
Dear Shareholders,
We would like to express our appreciation for your continued support and patronage.
The 111th Ordinary Shareholders’ Meeting of OSG Corporation (the “Company”) will be held as described
below.
In convening this Ordinary Shareholders’ Meeting, the Company has taken measures for electronic provisionand matters subject to measures for electronic provision are posted on the websites described on the next page.
1. Date and Time:
2. Place:

Friday, February 16, 2024 at 10:00 a.m. Japan time
(Reception starts at 9:00 a.m.)“The Ballroom” 5F, Hotel Associa Toyohashi located at Nishijuku, Hanada-cho,
Toyohashi City, Aichi Prefecture, Japan

3. Meeting Agenda:
Matters to be reported: 1. The Business Report, Consolidated Financial Statements, and results of audits
on the Consolidated Financial Statements by the Accounting Auditor and the
Audit & Supervisory Committee for the Company’s 111th Fiscal Year
(December 1, 2022 - November 30, 2023)
2. Non-Consolidated Financial Statements for the Company’s 111th Fiscal Year
(December 1, 2022 - November 30, 2023)
Proposals to be resolved:
Proposal 1:
Appropriation of Surplus
Proposal 2:
Election of Two (2) Directors (Excluding Directors Serving as Audit &Supervisory Committee Members)
Proposal 3:
Election of Five (5) Directors Serving as Audit & Supervisory Committee
Members
Proposal 4:
Payment of Bonuses to Directors-1-4. Websites on Which Matters Subject to Measures for Electronic Provision Are Posted

The matters subject to measures for electronic provision are included in the delivered documents or postedon the following websites as the “NOTICE OF THE 111TH ORDINARY SHAREHOLDERS’ MEETING”
and “Other Matters Subject to Measures for Electronic Provision (Matters Excluded from Delivered PaperBased Documents) Regarding the 111th Ordinary Shareholders’ Meeting.”
1. The Company’s website
https://www.osg.co.jp/en/about_us/ir/stock_info/notification.html
Please access the above website and select “The 111th Ordinary Shareholders’ Meeting (The fiscal
year ended November 30, 2023)” on the page of “Notices” and review the information.
2. Listed Company Search (Tokyo Stock Exchange website)
https://www2.jpx.co.jp/tseHpFront/JJK020010Action.do?Show=Show
Please access the above website, search by entering “OSG Corporation” in the “Issue name (company
name)” field or the Company’s securities code of “6136” in the “Code” field, then select “Basic
information” and “Documents for public inspection/PR information” in that order and review the
information.
3. Website posting documents for Shareholders’ Meeting (in Japanese only)
https://s.srdb.jp/6136/

If you do not attend the Ordinary Shareholders’ Meeting, you can exercise your voting rights via the Internet,
etc. or in writing. Please review the Reference Documents for the Shareholders’ Meeting included in the matterssubject to measures for electronic provision and exercise your voting rights by 4:50 p.m. on Thursday, February
15, 2024.

-2-

Reference Documents for the Shareholders’ Meeting
Proposals and References
Proposal 1:

Appropriation of Surplus

Year-end dividendWith regard to dividends, the Company’s general principle is to distribute appropriate returns incomprehensive consideration of the future management environment surrounding the Company group andperformance prospects, with a basic policy of maintaining a consolidated dividend payout ratio of 35% ormore.
The Company proposes the payment of dividends for the 111th fiscal year as follows.
(1) Allotment of dividends to shareholders and the total amount of dividends¥32 per share of the Company’s common stock
Total amount ¥3,071,382,176
The annual dividend for the fiscal year, including the interim dividend, will be ¥60 per share.
(2) Effective date of distribution of surplus
February 19, 2024

-3-

Proposal 2:

Election of Two (2) Directors (Excluding Directors Serving as Audit & Supervisory
Committee Members)

The terms of office of all two (2) Directors (excluding Directors serving as Audit & Supervisory Committee
Members) will expire at the conclusion of this Ordinary Shareholders’ Meeting.
Accordingly, the election of two (2) Directors (excluding Directors serving as Audit & Supervisory
Committee Members) is proposed.
The candidates for Directors (excluding Directors serving as Audit & Supervisory Committee Members)
are as follows:

No.

1

Name
(Date of birth)
Number of shares in the
Company held

Norio Ishikawa(December 23, 1955)
162,995

Past experience, positions and responsibilities at the Company,
and significant concurrent positions
May 1983
Seconded to OSG Tap and Die, Inc. (Currently OSG USA, INC.)
August 1999
Director and President, OSG Europe S.A.
February 2001
Director
February 2003
Executive Officer
February 2004
Director
February 2007
President & Chief Operating Officer
February 2017
President & Chief Executive Officer
February 2021
Chairman & Chief Executive Officer (Current position)[Significant concurrent positions]・Director, Nihon Hard Metal Co., Ltd.
・Director, Sanwa Seiki Co., Ltd.
・Director, OSG USA, INC.
・Director, OSG Europe S.A.
・Director, OSG Korea Corporation
・Director and Chairman, Taiho Tool Mfg. Co., Ltd.
・Director and Chairman, OSG (Shanghai) Co., Ltd.
・Director, OSG Asia Pte Ltd.
・Director, OSG THAI CO., LTD.

-4-

No.

Name
(Date of birth)
Number of shares in the
Company held

Past experience, positions and responsibilities at the Company,
and significant concurrent positions
November 1997
October 2003
December 2004
February 2006

2

Nobuaki Osawa(April 1, 1968)
484,310(Notes)

1.
2.

3.

4.

5.

Seconded to Norman Taps and Dies Ltd. (Currently OSG UK Limited)
Representative Director, OSG UK Limited (Current position)
Representative Director and President, OSG Europe S.A.
Executive Officer; In charge of supervising subsidiaries and affiliatedcompanies in Europe
February 2010
Managing Director
December 2011
In charge of supervising subsidiaries and affiliated companies in South
Asia
January 2014
Representative Director and Chairman, OSG Europe S.A. (Current
position)
September 2016
President, Osawa Scientific Studies Grants Foundation (Current position)
February 2018
Managing Officer
February 2019
Director and Senior Managing Officer
December 2019
In charge of Business Headquarters
February 2020
Assistant to President
February 2021
President & Chief Operating Officer (Current position)[Significant concurrent positions]・Director, Nihon Hard Metal Co., Ltd.
・Director, Sanwa Seiki Co., Ltd.
・Director, OSG USA, INC.
・Representative Director, OSG UK Limited
・Representative Director and Chairman, OSG Europe S.A.
・Director, OSG Korea Corporation
・Director, OSG (Shanghai) Co., Ltd.
・Director, OSG Asia Pte Ltd.
・Director, OSG THAI CO., LTD.
・President, Osawa Scientific Studies Grants Foundation

The Company has transactions such as sales of its product with the nine (9) companies in which Mr. Norio Ishikawa, acandidate for Director, holds significant concurrent positions.
The Company has transactions such as sales of its product with nine (9) of the ten (10) companies in which Mr. Nobuaki
Osawa, a candidate for Director, holds significant concurrent positions (the one exception is Osawa Scientific Studies
Grants Foundation).
The reason for appointing Mr. Norio Ishikawa as a candidate for Director is as follows. Mr. Norio Ishikawa possesses a
wealth of experience and knowledge gained through practical businesses in a wide range of fields including overseas
business department and design and development department since joining the Company. He has been responsible forthe management of the Company group as President & Chief Operating Officer since February 2007, as President &Chief Executive Officer since February 2017, and as Chairman & Chief Executive Officer since February 2021, and has
been driving the businesses of the Company group with his strong leadership. He is expected to contribute to further
strengthening the decision making of the Board of Directors as chairperson of the Board of Directors by promoting
information sharing and utilizing his rich experience and track record. Accordingly, the Company proposes his
reappointment as Director.
The reason for appointing Mr. Nobuaki Osawa as a candidate for Director is as follows. Mr. Nobuaki Osawa possesses
a wealth of experience and knowledge gained through practical businesses in a wide range of fields including overseas
business department and sales department since joining the Company. He has participated in the management of theCompany group as Managing Director since February 2010 to February 2018, as Managing Officer since February 2018,as Director and Senior Managing Officer since February 2019, and as President & Chief Operating Officer since February
2021, and has been driving the businesses of the Company group. He is expected to contribute to further strengthening
the decision making of the Board of Directors as a member of the Board of Directors by promoting information sharing
and utilizing his rich experience and track record. Accordingly, the Company proposes his reappointment as Director.
The Company has entered into a directors and officers liability insurance (D&O Insurance) contract stipulated in Article
430-3, Paragraph 1 of the Companies Act with an insurance company. In the event of claims for damages made against
the insured directors and officers due to the executions of their duties during the insurance period, such damages andrelevant litigation expenses and other expenses (with the exception of the exemptions specified in the insurance contract)shall be covered by the insurance contract. The Directors and Executive Officers of the Company and its domestic andoverseas subsidiaries will be included in the insured parties of the insurance contract. The premiums of the insurance
will be fully paid by the Company. If each candidate is elected and appointed to the position of Director, each Director-5-will be included as the insured under this insurance contract. In addition, the Company plans to renew the insurance
contract with the same content at the time of next renewal.

-6-Proposal 3:

Election of Five (5) Directors Serving as Audit & Supervisory Committee Members

The terms of office of all five (5) Directors serving as Audit & Supervisory Committee Members will expire
at the conclusion of this Ordinary Shareholders’ Meeting.
Accordingly, the election of five (5) Directors serving as Audit & Supervisory Committee Members is
proposed.
The Audit & Supervisory Committee has given its prior approval to this proposal.
The candidates for Directors serving as Audit & Supervisory Committee Members are as follows:

No.

Name
(Date of birth)
Number of shares in the
Company held

Past experience, positions and responsibilities at the Company,
and significant concurrent positions
April 1982
October 2016

1

2

3

Joined Nomura Securities Co., Ltd.
Joined the Company
General Manager, New Business Development OfficeFebruary 2017
Executive Officer; In charge of New Business Development
Takehiro Tomiyoshi
February 2018
Executive Officer; In charge of Strategic Planning Office(May 29, 1959)
February 2020
New Business Development Office3,473
February 2022
Director (Full-time Audit & Supervisory Committee Member) (Current
position)[Significant concurrent positions]・Statutory Auditor, OSG Korea Corporation
April 2000
Admitted as an attorney-at-law in Japan
Admitted as an attorney-at-law in New York State[Candidate for Outside April 2005
September 2009
Established Takahashi & Katayama Law Office, Representative (Current
Director]position)
March 2015
Outside Director, Nippon Carbon Co., Ltd.
[Candidate for
Independent Officer]
December 2015
Outside Director, ACKG Limited (Currently Oriental Consultants
Holdings Co., Ltd.) (Current position)
Akito Takahashi
February 2018
Director (Audit & Supervisory Committee Member) (Current position)
June 2022
Outside Director, TOA Oil Co., Ltd.
(March 30, 1975)
0[Significant concurrent positions]・Outside Director, Oriental Consultants Holdings Co., Ltd
June 1998
Director, DENSO CORPORATION
June 2002
Senior Managing Director, Nippon Soken Inc. (Currently SOKEN, INC.)
June 2005
Managing Director, Genesis Research Institute, Inc. (Currently TOYOTAKONPON RESEARCH INSTITUTE, INC.)
June 2007
Director and Deputy President, Genesis Research Institute, Inc. (Currently
TOYOTA KONPON RESEARCH INSTITUTE, INC.)
Adviser, Genesis Research Institute, Inc. (Currently TOYOTA KONPON[Candidate for Outside June 2010
Director]
RESEARCH INSTITUTE, INC.)
July 2010
Project Professor of Tailor-Made Baton-Zone Education Promotion Office,[Candidate for
Toyohashi University of Technology
Independent Officer]
April 2016
Vice President (Research Enhancement), Toyohashi University ofTechnology
Kunihiko Hara
May 2018
Designated Professor (Innovation Strategy Office), Nagoya University(January 2, 1947)
June 2018
Professor Emeritus, Toyohashi University of Technology (Current
3,500
position)
February 2020
Director (Audit & Supervisory Committee Member) (Current position)
April 2020
Designated Professor, Future Value Creation Research Center, Nagoya
University Graduate School of Informatics (Current position)[Significant concurrent positions]・Designated Professor, Future Value Creation Research Center, Nagoya University Graduate
School of Informatics

-7-

No.

Name
(Date of birth)
Number of shares in the
Company held

Past experience, positions and responsibilities at the Company,
and significant concurrent positions
April 1996
April 2006

45

Admitted as a certified public accountant
Established Yamashita Certified Public Accountant Office, Representative[Candidate for Outside(Current position)
Director]
April 2008
Admitted as a certified tax accountant
June 2015
Outside Audit & Supervisory Board Member, Sotoh Co., Ltd. (Current[Candidate forposition)Independent Officer]
June 2015
Outside Audit & Supervisory Board Member, FUJI CORPORATION(Current position)
Kayoko Yamashita
February 2022
Director (Audit & Supervisory Committee Member) (Current position)(July 1, 1965)[Significant concurrent positions]
500
・Outside Audit & Supervisory Board Member, Sotoh Co., Ltd.
・Outside Audit & Supervisory Board Member, FUJI CORPORATION
April 1992
Professor, Graduate School, Nagoya University
July 1992
Director, World Conference on Transport Research Society (Current
position)
April 2006
Dean, Graduate School of Environmental Studies, Nagoya University
July 2013
President, World Conference on Transport Research Society[Newly Appointed]
July 2015
Full Member, The Club of Rome (Current position)
April 2016
Emeritus Professor, Nagoya University, and Professor, Integrated[Candidate for Outside
Engineering Research Institute, Chubu University
Director]
June 2017
Outside Director, FUJI ELECTRIC CO., LTD.
March 2019
President, The Japanese Association of The Club of Rome (Current[Candidate forposition)Independent Officer]
April 2019
Co-Director and Visiting Professor, Research Center on World Transport,
Tongji University (China) (Current position)
Yoshitsugu Hayashi
June
2019
Distinguished Visiting Professor, Tsinghua University (China) (Current(January 2, 1951)
position)0
October 2020
Executive Committee Member, The Club of Rome (Current position)
April 2021
Distinguished Professor, Center for Sustainable Development and Global
Smart City, Chubu University (Current position)[Significant concurrent positions]・Distinguished Professor, Chubu University(Notes)

1.
2.

3.

4.

There are no special interests between each of the candidates for Directors serving as Audit & Supervisory Committee
Members and the Company.
The reason for appointing Mr. Takehiro Tomiyoshi as a candidate for Director serving as Audit & Supervisory Committee
Member is as follows. Mr. Takehiro Tomiyoshi possesses a wealth of experience and high level insight in the financial
markets as he has been involved in the securities business for many years. After joining the Company, he has participatedin the management of the Company as General Manager of New Business Development Office, Executive Officer incharge of new business development, and Executive Officer in charge of Strategic Planning Office. He is expected tocontribute to supervise the Company’s general management and strengthen its auditing system as Audit & Supervisory
Committee Member. Accordingly, the Company proposes his reappointment as Director serving as Audit & Supervisory
Committee Member.
Messrs. Akito Takahashi and Kunihiko Hara, Ms. Kayoko Yamashita and Mr. Yoshitsugu Hayashi are candidates for
Outside Director as set forth in Article 2, Paragraph 3, Item 7 of the Ordinance for Enforcement of the Companies Act.
The Company notified the Tokyo Stock Exchange and the Nagoya Stock Exchange of Messrs. Akito Takahashi andKunihiko Hara and Ms. Kayoko Yamashita as Independent Officers prescribed pursuant to the provisions of the said
Exchanges, and they will continue to serve as Independent Officers if their election and appointment are approved asoriginally proposed. Furthermore, the Company plans to notify the Tokyo Stock Exchange and the Nagoya Stock
Exchange of Mr. Yoshitsugu Hayashi as Independent Officer prescribed pursuant to the provisions of the said Exchanges
if his election and appointment are approved as originally proposed.
The reason for appointing Mr. Akito Takahashi as a candidate for Outside Director serving as Audit & Supervisory
Committee Member is as follows. Mr. Akito Takahashi possesses rich experience and high-level insight and expertise
accumulated through his long-standing career as an attorney-at-law. The Company believes he will be able to successfully
fulfill his responsibility as an Outside Director serving as Audit & Supervisory Committee Member of the Company
because his opinions and advice from an objective standpoint as a legal expert, independent of business execution, areinvaluable to the Company, and the Company expects that in his role, he will strengthen the Company’s audit system. In

-8-

5.

6.

7.

8.

9.

addition, as a member of the non-statutory Nomination and Compensation Committee, the Company expects him to
fulfill the role of supervision, etc. through involvement in the nomination and compensation of officers. Mr. Akito
Takahashi will have been in office as an Outside Director serving as Audit & Supervisory Committee Member of theCompany for six (6) years at the conclusion of this meeting.
The reason for appointing Mr. Kunihiko Hara as a candidate for Outside Director serving as Audit & Supervisory
Committee Member is as follows. Mr. Kunihiko Hara possesses rich experience and wide insight as a scholar and acorporate manager. The Company believes he will be able to successfully fulfill his responsibility as an Outside Director
serving as Audit & Supervisory Committee Member of the Company because his wealth of experience along with his
opinions and advice from an objective standpoint, independent of business execution, is invaluable to the Company, andthe Company expects that in his role, he will strengthen the Company’s audit system. In addition, as a member of thenon-statutory Nomination and Compensation Committee, the Company expects him to fulfill the role of supervision, etc.
through involvement in the nomination and compensation of officers. Mr. Kunihiko Hara will have been in office as an
Outside Director serving as Audit & Supervisory Committee Member of the Company for four (4) years at the conclusionof this meeting.
The reason for appointing Ms. Kayoko Yamashita as a candidate for Outside Director serving as Audit & Supervisory
Committee Member is as follows. Ms. Kayoko Yamashita possesses rich experience and high-level insight and expertise
accumulated through her long-standing career as a certified public accountant. The Company believes she will be able
to successfully fulfill her responsibility as an Outside Director serving as Audit & Supervisory Committee Member of
the Company because her opinions and advice from an objective standpoint as an accounting and tax expert, independentof business execution, are invaluable to the Company, and the Company expects that in her role, she will strengthen the
Company’s audit system. In addition, as a member of the non-statutory Nomination and Compensation Committee, theCompany expects her to fulfill the role of supervision, etc. through involvement in the nomination and compensation of
officers. Ms. Kayoko Yamashita will have been in office as an Outside Director serving as Audit & Supervisory
Committee Member of the Company for two (2) years at the conclusion of this meeting.
The reason for appointing Mr. Yoshitsugu Hayashi as a candidate for Outside Director serving as Audit & Supervisory
Committee Member is as follows. Mr. Yoshitsugu Hayashi possesses wide knowledge and experience he has gained over
his long years as a scholar. The Company believes he will be able to successfully fulfill his responsibility as an Outside
Director serving as Audit & Supervisory Committee Member of the Company because his wealth of experience alongwith his opinions and advice from an objective standpoint, independent of business execution, is invaluable to theCompany, and the Company expects that in his role, he will strengthen the Company’s audit system. In particular, theCompany expects him to supervise the promotion of ESG management, which forms our Medium-term Management
Plan.
The Company has entered into an agreement to limit liability for damages pursuant to Article 423, Paragraph 1 of theCompanies Act with Messrs. Akito Takahashi and Kunihiko Hara and Ms. Kayoko Yamashita, Directors serving as Audit& Supervisory Committee Members, based on Article 427, Paragraph 1 of the said Act and the provisions of the Articles
of Incorporation of the Company. Under the agreement, in the event that one of them causes damages to the Company
from negligence in the performance of duties, and if he/she acts in good faith without gross negligence, his/her liability
for the damages to the Company shall be limited to the minimum liability amount stipulated in Article 425, paragraph 1of the said Act. Furthermore, the Company intends to newly enter into the same type of agreement with Mr. Yoshitsugu
Hayashi if his election and appointment are approved as originally proposed. The limit of the liability under the agreement
shall be the minimum amount prescribed by laws and ordinances.
The Company has entered into a directors and officers liability insurance (D&O Insurance) contract stipulated in Article
430-3, Paragraph 1 of the Companies Act with an insurance company. In the event of claims for damages made against
the insured directors and officers due to the executions of their duties during the insurance period, such damages andrelevant litigation expenses and other expenses (with the exception of the exemptions specified in the insurance contract)shall be covered by the insurance contract. The Directors and Executive Officers of the Company and its domestic andoverseas subsidiaries will be included in the insured parties of the insurance contract. The premiums of the insurance
will be fully paid by the Company. If each candidate is elected and appointed to the position of Director, each Director
will be included as the insured under this insurance contract. In addition, the Company plans to renew the insurance
contract with the same content at the time of next renewal.

-9-Proposal 4:

Payment of Bonuses to Directors

In consideration of the Company’s performance for the fiscal year ended November 30, 2023 and various
other conditions, the Company proposes that bonuses of ¥154,000,000 in total be paid to the two (2) Directors(excluding Directors serving as Audit & Supervisory Committee Members) in office at the end of the fiscal
year.
The content of the Directors’ bonus is in accordance with the policy regarding the decision on the content
of compensation, etc. of the Directors of the Company for the current fiscal year (please refer to page 30 of
the Japanese original of this notice for details), and the Company believes that it is appropriate because it isbased on the performance of the last fiscal year in accordance with its nature as compensation linked to theperformance of the relevant fiscal year.

- 10 -

Reference
Skills matrix of each Director if Proposals 2 and 3 are approved
The expertise of Directors if Proposals 2 and 3 are approved is as indicated below.
The table below does not show all the knowledge and experience of each candidate for Director, butshows skills that are considered to be typical for directors.

○

Vicechairperson

Outside Director/
Independent Officer

○

○

○

○

Kayoko Yamashita

Outside Director/
Independent
Officer

Newly
Appointed

○

○

○

○

○

○

○

○

○

○

○

○

○

- 11 -○○○

Yoshitsugu Hayashi

○

○

○

○

○

○

Chairperson○

Diversity

Outside Director/
Independent Officer

Governance○Kunihiko Hara○○

Outside Director/
Independent Officer

Akito Takahashi○

Risk management○

Full-time

Legal

Takehiro Tomiyoshi

Internationality○

Banking

Chief Operating Officer
Nobuaki Osawa

Finance/Accounting

Manufacturing/Technology○

Sales/Marketing

General management

Nomination andCompensation Committee○

Audit & Supervisory
Committee Member

Chief Executive Officer
Norio Ishikawa○○