Securities Code 6850
June 11, 2021

Dear Shareholders:
Mikio Toyoda, President and CEO

Chino Corporation

32-8, Kumano-cho, Itabashi-ku, Tokyo

Notice of the 85th Ordinary General Meeting of Shareholders
Please accept our sincere gratitude for your continued support and patronage.
We write to advise you of the 85th Ordinary General Meeting of Shareholders of Chino Corporation(hereinafter the “Company”).
To prevent the spread of COVID-19, we ask our shareholders to refrain from attending this General
Meeting of Shareholders in person, but to exercise their voting rights in writing (by mail) or via theInternet prior to the date of the meeting.
When exercising your voting rights in writing (by mail) or via the Internet, please read the attached
Reference Documents for the General Meeting of Shareholders and exercise your voting rights by
5:00 p.m. on Monday, June 28, 2021 (JST).
1. Date and Time:

Tuesday, June 29, 2021 at 10 a.m. Japan time
(The reception desk is scheduled to open at 9 a.m.)

2. Place:

Meeting room of the Head Office (first basement),
32-8, Kumano-cho, Itabashi-ku, Tokyo

3. Meeting Agenda:
Matters to be reported:
1. The Business Report, Consolidated Financial Statements for the Company’s 85th Fiscal Year(April 1, 2020 - March 31, 2021) and results of audits by the Accounting Auditor and theBoard of Corporate Auditors of the Consolidated Financial Statements
2. Non-consolidated Financial Statements for the Company’s 85th Fiscal Year (April 1, 2020 March 31, 2021)
Matters to be resolved:
Proposal 1: Election of Six (6) Directors
Proposal 2: Presentation of Retirement Benefits to Retiring Directors
Proposal 3: Payment of Bonuses to Directors-1- Of the documents to be provided with this Notice, Notes to Consolidated Financial Statements
and Notes to Non-Consolidated Financial Statements are posted on the Company’s website(https://www.chino.co.jp/) in accordance with laws and regulations and Article 14 of theCompany’s Articles of Incorporation, and are thus not included in the documents attached to thisNotice. These matters are a portion of the documents audited during the course of preparation ofthe Audit Report by the Corporate Auditors and the Accounting Audit Report by the Accounting
Auditor.
 Should the Reference Documents for the General Meeting of Shareholders, Business Report,
Non-consolidated Financial Statements, and Consolidated Financial Statements require revision,
the revised versions will be posted on the Company’s website (https://www.chino.co.jp/).
<Notice Concerning COVID-19>
The Company recommends that, to prevent the spread of COVID-19, shareholders refrain from
attending this General Meeting of Shareholders and exercise their voting rights in writing or via theInternet.
Please note that the Company intends to take the following measures for this General Meeting ofShareholders.
 Capacity will be limited due to the wide spacing between seats at the venue of the General
Meeting of Shareholders. If attendance is large, admission may be limited.
 Company staff may speak with those who appear to be unwell at the entrance and reserve theright to refuse admission. Shareholders coming to the venue will be required to disinfect theirhands and fingers with alcohol disinfectant and wear a mask.
 The reception after the General Meeting of Shareholders will be cancelled.

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Reference Documents for the General Meeting of Shareholders
Proposals and References
Proposal 1: Election of Six (6) Directors
The terms of office of all nine (9) Directors will expire at the conclusion of this Ordinary General
Meeting of Shareholders. Accordingly, the Company proposes that six (6) Directors be elected.
Candidates for Directors are as follows:
NumberName

Current positions and responsibilities in the Company

TenureAttendanceat meetingsof the Boardof Directors

1

Mikio Toyoda

Reelection

President and CEO

9 years

14/ 14
meetings

2

Koichi Yoshida

Reelection

Director and Senior Executive Officer,Executive Manager, Sales Headquarters

15 years

14/ 14
meetings

3

Takao Shimizu

Reelection

Director and Executive Officer, GeneralManager, Kuki Factory

12 years

14/ 14
meetings

4

Akihiko Nishiguchi

ReelectionDirector and Executive Officer, ChineseBusiness Division

2 years

12/ 14
meetings

5Tatsuyoshi Yoshiike Reelection Outside Independent

Director

6 years

14/ 14
meetings

6Kazuo Ikuta

Director

5 years

14/ 14
meetings

Reelection

Reelection Director for reelection

OutsideIndependent

Outside Outside Director-3-Independent

Independent Director as definedby the Tokyo Stock ExchangeNumberName(Date of Birth)

Reelection

Mikio Toyoda

Career summary, positions and responsibilities, and significant concurrent
positionsApr. 1981

Joined the CompanyJun. 2012

Director, General Manager, Fujioka Factory, the Company

Oct. 2014

Director, General Manager, Fujioka Factory, Equipment
Products Development Center

Jun. 2015

Director and Executive Officer, General Manager, Fujioka
Factory, Equipment Products Development CenterJun. 2016

Director and Executive Officer, Executive Manager,
Corporate Strategy Headquarters, Equipment ProductsDevelopment Center

Jun. 2017

President and CEO, Equipment Products Development
CenterJun. 2019

President and CEO
To the present(April 11, 1957)

1

Number of theCompany’sshares held

4,310 shares[Significant concurrent positions]
There is no items to report.
[Reasons for nomination as a candidate for Director]
Mr. Mikio Toyoda serves as the President and CEO of the Company after serving as factory general manager, General
Manager of the Equipment Products Development Center and Executive Manager of Corporate Strategy Headquarters. Asa result, the Company has judged that he is an appropriate person to promote growth strategies of the Group as the senior
executive based on his wealth of experience and insight, and requests his continued election as a Director of the Company.
[Interests in the Company]
There is no special interest between Mr. Toyoda and the Company.

Reelection

Apr. 1977

Joined the CompanyJul. 2005

General Manager, Western Japan Sales Department,Branch Manager, Osaka BranchJun. 2006

Director, General Manager, Western Japan SalesDepartment, Branch Manager, Osaka BranchOct. 2009

Director, General Manager, Western Japan Sales Division,Branch Manager, Osaka Branch

Jun. 2011

Director, Deputy Executive Manager, Sales Headquarters,General Manager, Solution Sales DivisionJun. 2012

Director and Executive Officer, General Manager, Sales
Strategic Management Division, General Manager, Kuki
Factory

Koichi Yoshida(September 20, 1954)
2Jun. 2013

Director and Executive Officer, General Manager, Kuki
Factory

Jun. 2015

Director and Executive Officer, General Manager, Kuki
Factory

Jun. 2017

Director and Senior Executive Officer, Executive Manager,Sales Headquarters, Branch Manager, Eastern Japan
BranchApr. 2020

Director and Senior Executive Officer, Executive Manager,
Sales Headquarters
To the present

7,685 shares[Significant concurrent positions]
There is no items to report.
[Reasons for nomination as a candidate for Director]
Mr. Koichi Yoshida has extensive experience and insight including his service as factory general manager and Executive
Manager of Sales Headquarters. As a result, the Company has judged that he is an appropriate person to drive businessexpansion of the Group, and requests his continued election as a Director of the Company.
[Interests in the Company]
There is no special interest between Mr. Yoshida and the Company.

-4-NumberName(Date of Birth)

Reelection

Takao Shimizu(September 28, 1953)

3Career summary, positions and responsibilities, and significant concurrent
positionsApr. 1976

Joined the Company

Apr. 2008

Measurement Technology Development Center

Jun. 2009

Director, Measurement Technology Development Center

Apr. 2011

Director, R&D Center

Jun. 2012

Director, R&D Center, General Manager, SST DivisionJun. 2013

Director and Executive Officer, R&D Center, General
Manager, SST DivisionJun. 2014

Director and Executive Officer, R&D Center

Jun. 2015

Director and Executive Officer, R&D Center

Jun. 2017

Director and Executive Officer, R&D Center, GeneralManager, Kuki Factory

Feb. 2018

Director and Executive Officer, General Manager, Kuki
Factory
To the present

Number of theCompany’sshares held

7,265 shares[Significant concurrent positions]
President of AR’S Corporation Limited
President of ASAKAWA LENS WORKS CO., LTD.
[Reasons for nomination as a candidate for Director]
Mr. Takao Shimizu has extensive experience and insight including his service as factory and R&D Center general manager.
As a result, the Company has judged that he is an appropriate person to promote production innovation of the Group, andrequests his continued election as a Director of the Company.
[Interests in the Company]
The Company has a business relationship, including the purchase of products, with AR’S Corporation Limited where Mr.
Takao Shimizu concurrently serves as the Representative Director.
The Company has a business relationship including the purchase of parts and materials with ASAKAWA LENS WORKS
CO., LTD. where Mr. Takao Shimizu concurrently serves as the Representative Director.

Reelection

Akihiko Nishiguchi(August 24, 1959)

4

Apr. 1982

Joined the CompanyOct. 2010

Deputy Branch Manager, Osaka Branch, Osaka Sales
Office ManagerJun. 2011

Director, Branch Manager, Osaka Branch

Jun. 2013

Director, Branch Manager, Osaka Branch, ChineseBusiness DivisionFeb. 2014

Director, Managing Director, SHANGHAI DAHUACHINO INSTRUMENT Co., LTD. (seconded)

Jun. 2015

Corporate Officer, Managing Director, SHANGHAIDAHUA-CHINO INSTRUMENT Co., LTD. (seconded)

Jun. 2019

Director and Executive Officer, Chinese Business Division,
Managing Director, SHANGHAI DAHUA-CHINO
INSTRUMENT Co., LTD. (seconded)

Mar. 2021

Director and Executive Officer, Chinese Business Division
To the present

4,563 shares[Significant concurrent positions]
There is no items to report.
[Reasons for nomination as a candidate for Director]
Mr. Akihiko Nishiguchi has a wealth of experience and insight including his service as Branch Manager of Osaka Branchand being in charge of Chinese Business Division. As a result, the Company has judged that he is an appropriate person topromote globalization of the Group, and requests his continued election as a Director of the Company.
[Interests in the Company]
There is no special interest between Mr. Nishiguchi and the Company.

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Reelection

OutsideIndependentTatsuyoshi Yoshiike(May 9, 1952)

5Mar. 1975

Joined HIOKI E.E. CORPORATION

Mar. 2005

President, HIOKI E.E. CORPORATION

Jan. 2013

Chairman, HIOKI E.E. CORPORATION

Jun. 2015

Outside Director, the CompanyJun. 2016

Outside Director, Shinko Shoji Co., Ltd.

Number of theCompany’sshares held-To the present[Significant concurrent positions]
Outside Director, Shinko Shoji Co., Ltd.
[Reasons for nomination as a candidate for Outside Director and expected roles]
Mr. Tatsuyoshi Yoshiike has deep insight in business management cultivated through his extensive experience as acompany manager and has played an important role in strengthening governance by providing opinions and suggestions on
the overall management of the Group. As a result, the Company requests his continued election as an Outside Director ofthe Company, expecting that he will supervise the Company’s management from an independent position.
[Interests in the Company]
There is no special interest between Mr. Yoshiike and the Company.

Reelection

OutsideIndependent

Kazuo Ikuta(September 4, 1946)
6Career summary, positions and responsibilities, and significant concurrent
positionsJul. 1991

Secretary General, Japan Measuring Instruments Federation

May 1998

Executive Director and Secretary General, Japan Measuring
Instruments Federation

May 2008

Senior Executive Director, Japan Measuring Instruments
FederationMay 2014

Special Adviser, Japan Measuring Instruments FederationJun. 2016

Outside Director, the Company
To the present

2,000 shares[Significant concurrent positions]
There is no items to report.
[Reasons for nomination as a candidate for Outside Director and expected roles]
While Mr. Kazuo Ikuta does not have experience of being involved in business management, he has deep insight throughhis extensive experience of being committed to the development of the measuring instruments industry in Japan and thesophistication of measuring instruments and has played an important role by providing useful suggestions on themanagement of the Group. As a result, the Company requests his continued election as an Outside Director of the Company,
expecting that he will supervise the Company’s management from an independent position.
[Interests in the Company]
There is no special interest between Mr. Ikuta and the Company.
(Notes) 1. Mr. Tatsuyoshi Yoshiike and Mr. Kazuo Ikuta are candidates for Outside Directors.
2. The Company has filed Outside Directors Tatsuyoshi Yoshiike and Kazuo Ikuta as Independent Director as definedby the Tokyo Stock Exchange with the Tokyo Stock Exchange. If the reelection of both persons is approved, theCompany intends to continue to designate them as Independent Directors.
3. The number of the Company’s shares held by each candidate includes their equity interest in the chino officer's stockownership plan.
4. Pursuant to the provisions of Article 427, Paragraph 1 of the Companies Act, the Articles of Incorporation of theCompany has a provision stipulating that the Company may enter into agreements with Outside Directors to limit
their liability for damages under Article 423, Paragraph 1 of the Companies Act, and the Company has entered intothe agreement for limitation of liability with each Outside Director. If the reelection of Mr. Tatsuyoshi Yoshiike andMr. Kazuo Ikuta is approved, the Company intends to continue the agreements with them.
The maximum amount of liability for damages shall be the minimum amount provided for in Article 425, Paragraph
1 of the Companies Act when an Outside Director performs his duties in good faith and without gross negligence.

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Proposal 2: Presentation of Retirement Benefits to Retiring Directors
Directors Takao Kariya, Tadashi Matsumoto and Masato Fukuura will leave office at the conclusionof this Ordinary General Meeting of Shareholders due to the expiration of their term of office.
Therefore, the Company proposes the presentation of retirement benefits to them to the extent
reasonable in accordance with certain standards set by the Company to reward them for their
distinguished service during their term.
The Company proposes leaving the decision of matters such as the specific amount and the timing
and method of presentation to the discretion of the Board of Directors.
The submission of this Proposal to the General Meeting of Shareholders was decided at a meeting of
the Board of Directors in accordance with the Internal Regulations on Retirement Benefits, and theCompany has judged that it is appropriate.
The career summary of the retiring Directors is as follows:
NameCareer summary

Takao Kariya

Jun. 1997
Jun. 2020

Director, the Company
Chairman (present post)

Tadashi MatsumotoJun. 2006
Jun. 2019

Director, the Company
Director and Senior Executive Officer (present post)

Masato Fukuura

Jun. 2019

Director and Executive Officer (present post)-7-

Proposal 3: Payment of Bonuses to Directors
To reward nine (9) Directors at the end of the fiscal year under review for their distinguished service
during the fiscal year, the Company proposes the payment of bonuses totaling 23 million yen, taking
performance and other factors during the fiscal year under review into consideration.
The Company proposes leaving the decision of the total amount of payment to each Director to thediscretion of the Board of Directors.
The basic policy for the determination of compensation for Directors and the outline of thecompensation system are as stated on the following pages.
The Company has judged that this Proposal is appropriate because it is consistent with the basicpolicy.

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