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.

(Securities Code: 6339)
Date of sending by postal mail: June 6, 2024
Start date of electronic provision of information: May 23, 2024
To our shareholders:Atsushi Nagai
President
SINTOKOGIO, LTD.
3-28-12 Meieki, Nakamura-ku, Nagoya CityNOTICE OF THE 127TH ORDINARY GENERAL MEETING OF SHAREHOLDERS
We are pleased to announce the 127th Ordinary General Meeting of Shareholders of SINTOKOGIO, LTD. (the“Company”), which will be held as described below.
If you are unable to attend the meeting in person, you may exercise your voting rights via the Internet or in writing(postal mail). Please exercise your voting rights after reviewing the attached Reference Documents for the General
Meeting of Shareholders, and refer to the “Instructions for Methods to Exercise Voting Rights” below by Thursday,June 20, 2024 at 5:15 p.m. (JST).
1. Date and Time: Friday, June 21, 2024, 10:00 a.m. (JST)
2. Venue:
Midland Hall (5th floor of Midland Square Office Tower)
4-7-1 Meieki, Nakamura-ku, Nagoya City
3. Purposes:
Items to be reported:
1. Business Report and Consolidated Financial Statements for the 127th Term (from April 1, 2023 to March
31, 2024), as well as the results of audit of the Consolidated Financial Statements by the Accounting Auditor
and the Board of Auditors.
2. Non-Consolidated Financial Statements for the 127th Term (from April 1, 2023 to March 31, 2024)
Items to be resolved:
Proposal 1:
Election of eleven (11) Directors
Proposal 2:
Election of two (2) Auditors
Proposal 3:
Payment of bonuses to Directors
The Company has adopted the electronic provision of information for the assembly of this general meeting ofshareholders and has posted the items subject to measures for electronic provision on the following website.
Company website: https://www.sinto.co.jp/ir/library/meeting/In addition to the above, the Company has also posted the information on the following website on the Internet.
Tokyo Stock Exchange website
https://www2.jpx.co.jp/tseHpFront/JJK010010Action.do?Show=Show
Please access the above Tokyo Stock Exchange website, enter or search for our company name or securities code,and select “Basic information” and “Documents for public inspection/PR information” in that order. Under “Filed
information available for public inspection,” click “Click here for access” under “[Notice of General Shareholders
Meeting /Informational Materials for a General Shareholders Meeting].”◎ If revisions to the items subject to measures for electronic provision arise, a notice of the revisions and the details of the items before
and after the revisions will be posted on the Company’s website listed above and the Tokyo Stock Exchange website.
◎ At this general meeting of shareholders, regardless of whether or not a request for delivery of the document has been made, theCompany will uniformly send a document stating the items subject to measures for electronic provision. Among the items subject tomeasures for electronic provision, in accordance with the provisions of laws and regulations and Article 16 of the Articles of-1-

Incorporation of the Company, the following items are not provided in the paper-based documents delivered to shareholders who havemade a request for delivery of such documents.
(i) Basic policy on internal controls and its operational status(ii) Notes to Consolidated Financial Statements(iii) Notes to Non-Consolidated Financial Statements(i) to (iii) are subject to auditing by the Auditors, and (ii) and (iii) are subject to auditing by the Accounting Auditor.

■ Instructions for Methods to Exercise Voting Rights
Attending the General Meeting of Shareholders
Date and Time: Friday, June 21, 2024 at 10:00 a.m. (JST)Please submit the voting form to the receptionist at the meeting site.
Only shareholders may enter the meeting on the day it is held. If you attend the meeting by proxy, the proxy must also be a shareholder.

Exercise of voting rights via the Internet
Deadline: to be exercised by Thursday, June 20, 2024 at 5:15 p.m. (JST).
Please access the voting website (https://evote.tr.mufg.jp/) and indicate whether you approve or disapprove of each proposal by thevoting deadline.
For the “Instructions on Exercise of Voting Rights via the Internet,” please review the following pages.

Exercise of voting rights in writing
Deadline: to be received by Thursday, June 20, 2024 at 5:15 p.m. (JST).
Please indicate on the voting form whether you approve or disapprove of each proposal, and return it by the voting deadline.

To Exercise Voting Rights:- If you exercise your voting rights in writing (postal mail) and do not indicate your approval or disapproval of a
proposal on the voting form, we will treat it as if you indicated your approval.
- If you exercise your voting rights more than once via the Internet, only the last exercise of voting rights shall bedeemed valid.
- If you exercise your voting rights both via the Internet and in writing (postal mail), the vote exercised via theInternet will be treated as the valid vote, regardless of the date of arrival.

-2-

Reference Documents for the General Meeting of Shareholders
Proposals and Related Matters
Proposal 1:

Election of eleven (11) Directors

At the end of this Ordinary General Meeting of Shareholders, the term of office of all ten (10) Directors will expire.
Therefore, the Company proposes that eleven (11) Directors be elected.
The candidates for Directors were decided based on recommendations by the Nomination and Compensation
Committee comprised of independent external officers.
The candidates for Directors are as follows:
Current role at the Company
No.

Name

Sex

Attributes

Term of Nomination andofficeCompensation
Committee

1

Reelection

Yoshiki Ueda

Male

External
8 years
Independent2

Reelection

Atsushi NagaiMale

28 years3

Reelection

Toshikazu MorishitaMale

8 years

Chair

Role
Chairman of the
Board

Attendanceat Board of
Directors
meetings
100%(17/17 times)

Chief Executive

100%

Officer(17/17 times)

Assistant to President,
100%
Sales Control(17/17 times)
General Manager of4

Reelection

Kenichi Nakamichi

Male

Castec Company, incharge of Accounting

4 years

94%(16/17 times)

and Finance5

Reelection

Hiromitsu
Uchiyama

Male

General Manager ofBusiness Promotion

3 years

100%

Division, in charge of (17/17 times)
Human Resources
General Manager of6

Reelection

Mikio Nakane

Male

Production Division,
Environment Control,

2 years

in charge of System
and Engineering
7

Reelection

Hidemi YamauchiMale

1 year8

Reelection

Hiroyuki Takeda

Male

1 year9

Reelection

Yasuhito Yamauchi

Male

External
9 years
Independent

10

Reelection

Yukako Uchinaga

Female11

Newelection

Hiroshi Kurihara

Male

External
Independent

3 years

External
Independent

-3-

-

100%
(17/17 times)

In charge ofInternational Sales

100%(12/12 times)

SURFACETEC

100%

COMPANY President (12/12 times)
Committee
Member100%(17/17 times)

Committee

100%

Member(17/17 times)

Committee
Member

–

No.

Name
(Date of birth)

Career summary, position and responsibilities(significant concurrent positions outside the Company)
Apr. 1976
Apr. 2008

1

Yoshiki Ueda
(March 10, 1953)

Joined Mitsubishi Corporation
Senior Vice President (“Riji”) of Mitsubishi
Corporation
June 2010
President and CEO of Mitsubishi Corporation
Technos
June 2016
External Director of the Company
June 2017
Chairman of the Company (present position)(Significant concurrent positions outside the Company)
Outside Director and Audit and Supervisory Committee
Member of THK CO., LTD.

Number of theCompany’s shares
owned

–

[The reason for nominating as a candidate for External Director]
As Yoshiki Ueda has extensive business experience and knowledge as a senior executive of a general trading company
and a manager of a specialized trading company, the Company believes that he can supervise the management properly.
Therefore, the Company is convinced that he is capable of properly performing his duties as an External Director toenhance auditing functions of the Board of Directors and contribute to the business of the Company, and it asks
shareholders to elect him continuously as an External Director.
Ueda has been in the position of External Director of the Company for eight (8) years.
June 2002
Senior Managing Director of the Company
June 2006
President of the Company (present position)(Significant concurrent positions outside the Company)
Representative Director of Heinrich Wagner Sinto
Maschinenfabrik GmbH
Director of Sinto America, Inc.
528,7812
Atsushi Nagai(September 30, 1960)[The reason for nominating as a candidate for Director]
Atsushi Nagai has been taking responsibility as President since 2006. Nagai has extensive knowledge of global businessas well as the ability to apply his knowledge of the whole business of the Company, and he has directed and supervised
the management properly as President. Therefore the Company is convinced that he is an appropriate person to realize
sustainable improvement of corporate value, and asks shareholders to elect him continuously as a Director.

-4-

No.

Name
(Date of birth)

Career summary, position and responsibilities(significant concurrent positions outside the Company)

Number of theCompany’s shares
owned

Apr. 1982
July 2006

3

Joined the Company
Executive Officer, Deputy General Manager ofFoundry Business Division of the Company
Apr. 2012
Executive Officer, Manager of Foundry
Business Division of the Company
June 2016
Director in charge of Sales and General
Manager of Sales Division of the Company
59,353Apr. 2021
Director, Senior Executive Officer in charge ofSales and General Manager of Sales Division of
the Company
Apr. 2024
Director, Managing Executive Officer, AssistantToshikazu Morishita
to President, Sales Control, General Sales(June 22, 1958)
Manager of Castec Company (in-house
Company) (present position)[The reason for nominating as a candidate for Director]
While engaged in management as a Director since 2016, Toshikazu Morishita currently performs his role andresponsibility as an Assistant to President and Sales Control effectively. Morishita is able to apply his wealth ofexperience and high level of knowledge of overall sales and foundry business. Therefore the Company is convinced that
he is an appropriate person to realize sustainable improvement of corporate value, and asks shareholders to elect him
continuously as a Director.
Apr. 1989
Joined SINTOBRATOR, LTD.
Apr. 2012Manager of Blast Division of the Company
July 2014
Executive Officer, Manager of Blast Divisionof the Company
July 2015
Managing Executive Officer, Manager of Blast
Division of the Company
June 2020
Director, General Manager of Overseas
23,793Business Division of the Company
Apr. 2022

4

Director, Senior Executive Officer, General
Manager of Castec Company (in-house
Company)
Kenichi Nakamichi
Apr. 2024
Director, Managing Executive Officer, General(August 8, 1965)
Manager of Castec Company (in-house
Company), in charge of Accounting and
Finance of the Company (present position)[The reason for nominating as a candidate for Director]
While engaged in management as a Director since 2020, Kenichi Nakamichi has performed his role and responsibility
effectively as General Manager of Castec Company and a supervisor of accounting and finance of the Company.
Nakamichi is able to apply his extensive experience and high level of knowledge in overseas business and the surface
treatment business. Therefore the Company is convinced that he is an appropriate person to realize sustainableimprovement of corporate value, and asks shareholders to elect him continuously as a Director.

-5-

No.

Name
(Date of birth)

Career summary, position and responsibilities(significant concurrent positions outside the Company)
Apr. 1983
Jan. 2011

May 2020
July 2020
June 2021
5

6

Hiromitsu Uchiyama(April 26, 1960)

Apr. 2024

Joined Toyota Motor Corporation
General Manager of Battery and FC Production
Engineering Department of Toyota Motor
Corporation
Advisor of the Company
Managing Executive Officer, General Manager
of Development Division of the Company
Director, Senior Executive Officer in charge ofBusiness Development and General Manager ofDevelopment Division of the Company
Director, Managing Executive Officer, General
Manager of Business Promotion Division, incharge of Human Resources of the Company(present position)

Number of theCompany’s shares
owned

11,622[The reason for nominating as a candidate for Director]
While engaged in management as a Director since 2021, Hiromitsu Uchiyama has performed his role and responsibility
effectively as General Manager of the Business Promotion Division and a supervisor of human resources. Uchiyama isable to apply his extensive practical experience and knowledge cultivated in the development of products, such asbatteries, at an automobile manufacturer. Therefore the Company is convinced that he is an appropriate person to realize
sustainable improvement of corporate value, and asks shareholders to elect him continuously as a Director.
Apr. 1985
Joined the Company
July 2015
Manager of Environment Division of theCompany
July 2016
Executive Officer and Manager of Environment
Division of the Company
Apr. 2018
Managing Executive Officer, General Manager
of Ecotec Company (in-house Company)
19,030June 2022
Director, Senior Executive Officer, General
Manager of Ecotec Company (in-house
Company)
Apr. 2024
Director, Managing Executive Officer, General
Mikio Nakane
Manager of Production Division, General(November 2, 1960)
Manager of Toyokawa Works, Environment
Control, in charge of System and Engineeringof the Company (present position)[The reason for nominating as a candidate for Director]
While engaged in management as a Director since 2022, Mikio Nakane currently performs his role and responsibility
effectively as General Manager of the Production Division and Environment Control. Nakane is able to apply his highlevel of knowledge and extensive experience of environment business as a whole. Therefore the Company is convincedthat he is an appropriate person to realize sustainable improvement of corporate value, and asks shareholders to electhim continuously as a Director.

-6-

No.

Name
(Date of birth)

Career summary, position and responsibilities(significant concurrent positions outside the Company)
Apr. 1980
Apr. 2012
July 2014

Apr. 2018

June 2023
7
Hidemi Yamauchi(April 2, 1961)

8

Apr. 2024

Joined SINTOBRATOR, LTD.
General Manager of Support Promotion
Department, Sales Division of the Company
Executive Officer, General Manager of Support
Promotion Department, Sales Division of theCompany
Managing Executive Officer, SURFACETEC
COMPANY Vice President, General Manager
of Osaki Works of the Company
Director, Managing Executive Officer,
SURFACETEC COMPANY President, General
Manager of Ichinomiya Works of the Company
Director, Managing Executive Officer in chargeof International Sales and Global Business PJof the Company (present position)

Number of theCompany’s shares
owned

21,544[The reason for nominating as a candidate for Director]
While engaged in management as a Director since 2023, Hidemi Yamauchi has performed his role and responsibility
effectively as a supervisor of international sales and global business PJ. Yamauchi is able to apply his extensive
experience and high level of knowledge in sales and manufacturing. Therefore, the Company is convinced that he is anappropriate person to realize sustainable improvement of corporate value, and asks shareholders to elect him
continuously as a Director.
Sep. 1992
Joined SINTOBRATOR, LTD.
Mar. 2016
Qingdao Sinto Machinery Co., Ltd., China,
Managing Director
Apr. 2020
Executive Officer of the Company
Mar. 2021
Chairman and General Representative of China,
Qingdao Sinto Machinery Co., Ltd., China
Apr. 2023
Executive Officer, General Manager of Sales
8,464
Division of the Company
June 2023
Director, Managing Executive Officer, General
Manager of Sales Division of the Company
Apr. 2024
Director, Managing Executive Officer,
Hiroyuki Takeda
SURFACETEC COMPANY President, General(December 30, 1969)
Representative of China of the Company(present position)[The reason for nominating as a candidate for Director]
While engaged in management as a Director since 2023, Hiroyuki Takeda has performed his role and responsibility
effectively as President of SURFACETEC COMPANY and General Representative of China. Takeda is able to apply
his extensive experience and high level of knowledge in sales and global business. Therefore, the Company isconvinced that he is an appropriate person to realize sustainable improvement of corporate value, and asks shareholders
to elect him continuously as a Director.

-7-

No.

Name
(Date of birth)

Career summary, position and responsibilities(significant concurrent positions outside the Company)
Apr. 1968
June 1995
June 2001
June 2005
June 2015

910

Joined Toyota Motor Co., Ltd. (Current Toyota
Motor Corporation)
Director of Toyota Motor Co., Ltd.
Senior Managing Director of Toyota Motor Co.,Ltd.
President of Aisin Seiki Co., Ltd. (Current
AISIN CORPORATION)
External Director of the Company (present
position)

Number of theCompany’s shares
owned

–

Yasuhito Yamauchi(January 2, 1942)[The reason for nominating as a candidate for External Director]
As Yasuhito Yamauchi has extensive business experience and knowledge of manufacturing as a manager of automobile
manufacturers and automobile parts manufacturers, the Company is convinced that he is capable of properly performing
his duties as an External Director to contribute to the business of the Company and asks shareholders to elect him
continuously as an External Director.
Yamauchi has been in the position of External Director of the Company for nine (9) years.
June 1971
Joined IBM Japan, Ltd.
Apr. 1995
Director of IBM Japan, Ltd.
Apr. 2004
Director, Senior Executive Officer in charge ofDevelopment and Manufacturing of IBM Japan,
Ltd.
Apr. 2007
Board Chair of Japan Women’s Innovative
Network (J-Win)
Apr. 2008
Director, Vice Chairman of Benesse
Corporation
Representative Director, Chairman of the–Board, President & CEO of Berlitz Corporation
June 2021
External Director of the Company (present
position)(Significant concurrent positions outside the Company)
Yukako Uchinaga
Outside Director of Nippon Telegraph and Telephone(July 5, 1946)
Corporation
Representative Director and President of Globalization ResearchInstituteFounder and Honorary Chairperson of Japan Women’s
Innovative Network (J-Win)[The reason for nominating as a candidate for External Director]
As Yukako Uchinaga has extensive management experience as she has served as Director and Senior Executive Officer
of IBM Japan, Ltd. and Director and Vice Chairman of Benesse Corporation, extensive knowledge in the information
technology (IT) field and a deep understanding of diversity, the Company is convinced that she is capable of properly
performing her duties as an External Director to contribute to the business of the Company and asks shareholders toelect her continuously as an External Director.
Uchinaga has been in the position of External Director of the Company for three (3) years.

-8-

No.

Name
(Date of birth)

Career summary, position and responsibilities(significant concurrent positions outside the Company)
Apr. 1978

Number of theCompany’s shares
ownedJoined Fuji Xerox Co., Ltd. (Current
FUJIFILM Business Innovation Corp.)
Oct. 2004
Executive Officer, General Manager of
Production Service Division of Fuji Xerox Co.,Ltd.
*
June 2009
Director, Managing Executive Officer, General
Manager of Domestic Sales Division of Fuji
Xerox Co., Ltd.
June 2013
Director, Senior Managing Executive Officer ofFuji Xerox Co., Ltd.
–
June 2015
Representative Director and President of Fuji
Xerox Co., Ltd.
June 2018
Special Advisor of Fuji Xerox Co., Ltd.
11
June 2020
Chair of Japan Telework Association (present
Hiroshi Kurihara
position)(September 12, 1953)(Significant concurrent positions outside the Company)• Outside Director of GiG Works Inc.
• Outside Director of HUMAN LIFE Co., Ltd.
• Outside Director of Cyber Security Cloud, Inc.
• Outside Director and Auditor of ASTI CORPORATION[The reason for nominating as a candidate for External Director]
As Hiroshi Kurihara has extensive experience in managing international organizations as he has previously served as
the President and CEO of Fuji Xerox Co., Ltd. (currently FUJIFILM Business Innovation Corp.) and as the Chair ofJapan Telework Association, the Company is convinced that he is capable of properly performing his duties as anExternal Director to contribute to the business of the Company and asks shareholders to elect him as a new External
Director.
Notes: 1. New Candidates for Directors are marked with (*).
2. There is no special interest between the candidates and the Company.
3. Yoshiki Ueda, Yasuhito Yamauchi, Yukako Uchinaga and Hiroshi Kurihara are candidates for External Directors.
- Yoshiki Ueda served as Advisor to Mitsubishi Corporation Technos until June 2016. The amount of transactions
between the Company and Mitsubishi Corporation Technos accounts for less than 1% of the consolidated net sales of
either company. Therefore, this business relationship does not require special mention because it will not influence
Ueda’s execution of duties as External Director.
- Yasuhito Yamauchi served as Advisor to Aisin Seiki Co., Ltd. (currently AISIN CORPORATION) until June 2018.
The amount of transactions between the Company and AISIN CORPORATION is less than 2% of the consolidated
net sales of either company. Therefore, this business relationship does not require special mention because it will not
influence Yamauchi’s execution of duties as External Director.
- Yukako Uchinaga served as Advisor to IBM Japan, Ltd. until 2007. There are no transactions between the Company
and IBM Japan, Ltd.
Furthermore, the amount of transactions between the Company and Nippon Telegraph and Telephone Corporation,
where Uchinaga currently serves as Outside Director, is less than 0.1% of the consolidated net sales of either
company.
There are no transactions between the Company and Globalization Research Institute, where she currently serves as
Representative Director and President.
She currently serves as Founder and Honorary Chairperson of Japan Women’s Innovative Network (J-Win), but theamount of transactions between the Company and J-Win is less than 0.1% of the consolidated net sales of either
entity.
Therefore, these business relationships do not require special mention because they will not influence Uchinaga’s
execution of duties as External Director.
- Hiroshi Kurihara served as Advisor to Fuji Xerox Co., Ltd. (currently FUJIFILM Business Innovation Corp.) until
June 2019. The amount of transactions between the Company and Fuji Xerox Co., Ltd. is less than 0.1% of theconsolidated net sales of either company.
There are no transactions between the Company and Japan Telework Association, where he currently serves as Chair.
There are no transactions between the Company and Gig Works Inc., where he currently serves as Outside Director.
There are no transactions between the Company and HUMAN LIFE Co., Ltd., where he currently serves as Outside
Director.

-9-

4.

5.

6.

7.

There are no transactions between the Company and Cyber Security Cloud, Inc., where he currently serves as
Outside Director.
Therefore, these business relationships do not require special mention because they will not influence Kurihara’s
execution of duties as External Director.
The Company has entered into limited liability agreements pursuant to Article 427, paragraph 1 of the Companies Act
with Yoshiki Ueda, Yasuhito Yamauchi and Yukako Uchinaga. Under the terms of the limited liability agreement, their
liability will be limited to a minimum amount stipulated by applicable laws and regulations. If the reelections of them areapproved, the Company intends to continue the aforesaid agreements with them. If the election of Hiroshi Kurihara isapproved, the Company intends to enter into the same limited liability agreement with him.
The Company has registered Yoshiki Ueda, Yasuhito Yamauchi and Yukako Uchinaga as Independent Officers qualified
under the regulations of the Tokyo Stock Exchange and Nagoya Stock Exchange. As Hiroshi Kurihara satisfies therequirements for Independent Officer qualified under the regulations of the Tokyo Stock Exchange and Nagoya Stock
Exchange, the Company intends to register him as Independent Officer.
The Company has entered into a directors and officers liability insurance contract as provided for in Article 430-3,
paragraph 1 of the Companies Act with an insurance company. This insurance policy covers damages, litigation expenses,
etc. to be borne by the insured. The candidates are included as the insured in this insurance policy. In addition, when thepolicy is renewed, the Company plans to renew the policy with the same terms.
The number of shares held by Atsushi Nagai, President, includes shares held by Ken Bridge Partners LLC, his asset
management company.

- 10 -

Proposal 2:

Election of two (2) Auditors

Yuji Okubo, the current Auditor, and Toshiro Kojima, the External Auditor, will resign at the end of this Ordinary
General Meeting of Shareholders. Therefore, we request the appointment of two (2) Auditors as substitutes.
The term of office for the Auditors appointed as substitutes will last until the expiration of the term of the Auditors
who are retiring, in accordance with the provisions of the Company’s Articles of Incorporation.
The candidates for Auditors were decided based on recommendations by the Nomination and Compensation
Committee comprised of independent external officers. The Board of Auditors has given its consent to this proposal.
The candidates for Auditors are as follows:
No.

1
2

Name

New
election

Ken ItoNew
Ichiro Kanomata
election

Sex

Male
Male

Attributes

External
Independent
External
Independent

Nomination
Term ofand
office Compensation
Committee

Attendance atBoard of Directors
meetings

Attendance at Board
of Auditors meetings–

Attendee–––Attendee––- 11 -

Name(Date of birth)

No.

Career summary and position(Significant concurrent positions outside the Company)
Apr. 1971

Joined Fuji Xerox Co., Ltd. (Current
FUJIFILM Business Innovation Corp.)
Mar. 1999
Corporate Officer, Head of Software
Development Division of Fuji Xerox Co., Ltd.
Sep. 2002
Representative Director and President of Fuji
Xerox Information System Co., Ltd.
Apr. 2007
Representative Director, Chairman & CEO of–
Fuji Xerox Palo Alto Research Center
Apr. 2012
Visiting Professor of Industry-AcademiaGovernment Collaboration at Japan Advanced
Institute of Science and Technology (present
Ken Itoposition)(March 29, 1949)
June 2023
Director and Advisor of the Aspen InstituteJapan (present position)[The reason for nominating as a candidate for External Auditor]
As the Company is convinced that Ken Ito is capable of contributing his extensive experience and profound insights inthe field of information systems to objectively supervise the execution of duties by directors, the Company asks
shareholders to elect him as a new External Auditor this time.
Apr. 1977
Joined Hitachi, Ltd.
Dec. 2002
Accounting Director of the Enterprise Server*
Division, Information and Communications
Department of Hitachi, Ltd.
Jan. 2006
Head of Finance Division of Hitachi Kokusai
Electric Inc.
Apr. 2011
Director and Head of Finance Shared Services
Division of Hitachi Management Partner, Corp.
–
Apr. 2014
Full-time Auditor of Hitachi Medico, Ltd.
Apr. 2016
Full-time Audit & Supervisory Board Memberof Hitachi Industry & Control Solutions, Ltd.
Ichiro Kanomata
Apr. 2019
Part-time Audit Committee Member of Systems(December 25, 1954)
and Services Business Unit of Hitachi, Ltd.
Part-time Auditor of Hitachi-Omron Terminal
Solutions Corp.
[The reason for nominating as a candidate for External Auditor]
As the Company is convinced that Ichiro Kanomata is capable of contributing his extensive experience gained as anauditor, in addition to his high financial and accounting knowledge developed at a major electrical equipment
manufacturer, to objectively supervise the execution of duties by directors, the Company asks shareholders to elect him
as a new External Auditor this time.
New Candidates for Auditors are marked with an asterisk (*).
There is no special interest between the candidates and the Company.
Ken Ito and Ichiro Kanomata are candidates for External Auditor.
- Ken Ito served at Fuji Xerox Co., Ltd. (currently FUJIFILM Business Innovation Corp.) until July 2012. The amountof transactions between the Company and Fuji Xerox Co., Ltd. is less than 0.1% of the consolidated net sales of
either company.
The amount of transactions between the Company and the Aspen Institute Japan, where he currently serves as
Director and Advisor, is less than 0.1% of the consolidated net sales of either company.
There are no transactions between the Company and Japan Advanced Institute of Science and Technology, where hecurrently serves as Visiting Professor of Industry-Academia-Government Collaboration.
Therefore, these business relationships do not require special mention because they will not influence Ito’s executionof duties as External Auditor.
- Ichiro Kanomata served at Hitachi, Ltd. until March 2022. The amount of transactions between the Company and
Hitachi, Ltd. accounts for less than 0.1% of the consolidated net sales of either company. Therefore, this business
relationship does not require special mention because it will not influence Kanomata’s execution of duties as
External Auditor.
If the election of Ken Ito and Ichiro Kanomata is approved, the Company intends to enter into limited liability agreements
pursuant to Article 427, paragraph 1 of the Companies Act with them. Under the terms of the limited liability agreement,
their liability will be limited to a minimum amount stipulated by applicable laws and regulations.
As Ken Ito and Ichiro Kanomata satisfy the requirements for Independent Officer qualified under the regulations of theTokyo Stock Exchange and Nagoya Stock Exchange, the Company intends to register them as Independent Officers.
*12Notes:

1.
2.
3.

4.
5.

Number of theCompany’s shares
owned- 12 -

(Reference)Management structure after agenda is approved (Expertise and experience possessed by Directors
and Auditors)
Persons with abundant experience, a high level of insight, and a high degree of expertise are appointed as Directors
while ensuring there is a diversity suited to the Company’s management plan and strategy. Within the Board of
Directors, they conduct appropriate decision-making and management supervision. For Internal Directors, persons
who are familiar with sales, development, technology, production, management, etc. are appointed, while taking
into account the balance of knowledge, experience and abilities. Four independent External Directors haveexperience as Representative Directors of listed companies and track records within corporate management, andprovide advice and recommendations based on a variety of backgrounds related to sales, technology,
manufacturing, information, and sustainability.
Notes: ●The purpose of this table is not to show all expertise and experience but rather to show the expertiseand experience considered particularly important in deliberation and decision-making at the Boardof Directors, as indicated with the ◎ symbol, and expertise and experience considered important,
as indicated with the 〇 symbol.
●
The criteria include current job title and experience based on past job titles.
●
Fourteen (14) males and one (1) female (female comprising 6.7% of Directors and Auditors)
Expertise and experience possessed by Directors of the Company

KenichiNakamichi
Hiromitsu
Uchiyama
Mikio
NakaneHidemi
Yamauchi
Hiroyuki
Takeda◎〇◎Director,
Managing Executive
Officer
Director,
Managing Executive
Officer
Director,
Managing Executive
Officer
Director,
Managing Executive
Officer
Director,
Managing Executive
Officer
Director,
Managing Executive
Officer〇〇〇

External Director

External
Independent◎〇

YukakoUchinaga

External Director

External
Independent◎

Hiroshi
Kurihara

External Director

External
Independent◎- 13 -

〇

〇

〇

〇

〇

〇
(Automobile
Industry)〇(Information /Communications)〇(Precision
Equipment)

◎

〇

◎
〇

〇

〇

Yasuhito
Yamauchi

〇

〇

〇

〇

〇

〇

〇

〇

〇

〇

〇

〇

〇

〇

〇

〇

〇

〇

Governance/
Risk Management

Toshikazu
Morishita〇

Digital/Information
Security

President〇(Trading
Company)

Organizational
Management/
Human Capital/
Planning/Finance

Atsushi
Nagai◎

Development/
Technology/
Manufacturing

External
Independent

Sales &
Marketing

Chairman

Environment /Sustainability

Yoshiki Ueda

Internationality /Global Business

Attributes

Industry
Knowledge

Job Title

Corporate
Management(such asexperience as a
Representative
Director at a listedcompany)

Name

〇

◎

〇

〇

〇

◎

◎

Expertise and experience possessed by Auditors of the Company〇

External Auditor

External
Independent

Ken ItoExternal Auditor

External
Independent

IchiroKanomata

External Auditor

External
Independent〇(Banking)〇(Information
System)〇(ElectricalIndustry)

Governance/
Risk Management
Digital/Information
Security
Organizational
Management/
Human Capital/
Planning/Finance
Development/
Technology/
Manufacturing

Sales &
Marketing

Environment /Sustainability

Full Time Auditor

Internationality /Global Business

Attributes

Industry
Knowledge

Tsuyoshi
Goto
Takami
OnoderaJob Title

Corporate
Management(such asexperience as a
Representative
Director at a listedcompany)

Name

◎
〇

〇
◎*1

〇

〇

〇

〇

*1: Possessing a wealth of business experience involving financial related operations, etc.

Proposal 3:

Payment of bonuses to Directors

With consideration to the profit level of FY2023, the bonuses paid to Directors in the past, and other various reasons,a total of ¥40 million will be paid to seven (7) Directors (excluding the three (3) External Directors) who are in officeat the end of FY2023. This proposal has been decided by giving consideration to the Company’s business condition,
the policy regarding determination of content of individual remunerations, etc., of Directors of the Company, andother general factors and based on the recommendations by the Nomination and Compensation Committee comprisedof independent external officers; and we consider it to be appropriate. The amount to be paid to each Director will
be determined by the resolutions of a meeting of the Board of Directors.

- 14 -◎◎

Business Report(From April 1, 2023 to March 31, 2024)

1. Current status of the corporate group(1) Business progress and achievement
During the fiscal year ended March 31, 2024, the global economic recovery driven by the post-COVID-19
momentum was halfway through, due to adverse factors, such as the prolonged invasion of Ukraine by Russia
and the sluggish European economy, as well as the worsening situation in the Middle East. In the U.S., despite
monetary tightening, the economy remained firm due to investment promotion measures and other factors.
Meanwhile, in China, in addition to a sluggish real estate market, exports declined, especially to Europe, andthe resilience of consumer spending was weak; the economy stagnated. In Japan, the invasion of Ukraine by
Russia and the strong U.S. economy brought about a significant depreciation of the yen, which led to a broadbased rise in prices. Consumer confidence declined and the economy lacked strength.
With regard to the business environment of the Company group (the “Group”), the automobile industry, ourmajor customer base, was affected by production adjustments due to quality irregularities at car manufacturers,
but the semiconductor industry remained strong, and sales of parts and supplies, mainly for the electronics
industry, remained firm.
Amid such an environment, orders received during the fiscal year under review totaled to ¥123,916 million,
an increase of ¥9,752 million compared with those for the previous fiscal year (up 8.5% year on year).
Meanwhile, net sales amounted to ¥115,495 million, an increase of ¥9,114 million (up 8.6% year on year),and backlog of orders amounted to ¥60,593 million, an increase of ¥8,420 million (up 16.1% year on year).
As to earnings, operating profit amounted to ¥5,409 million, an increase of ¥3,167 million (up 141.3% year
on year), ordinary profit amounted to ¥7,510 million, an increase of ¥3,558 million (up 90.1% year on year),and profit attributable to owners of the parent amounted to ¥8,706 million, an increase of ¥2,518 million (up40.7% year on year).
Note:

All monetary values in this report have been rounded down to the nearest unit, and ratios and per-unit
values have been rounded to the nearest unit.

The Group’s products are sold across various businesses, and the following description and table show thedetails and results of net sales and operating profit by business segment for the fiscal year under review.
Net sales by business segment are the figures prior to intersegment eliminations.
Surface Treatment BusinessNet sales increased ¥111 million to ¥46,124 million (up 0.2% year on year) due to strong sales of surface
treatment systems for electronics-related applications due to strong demand for semiconductors and forinfrastructure and automobile-related applications. Operating profit was ¥3,659 million (up 26.5% year onyear) due to price revisions for general-purpose machines in response to soaring raw material prices and thepromotion of value-added proposals. Orders received totaled to ¥46,483 million, a decrease of ¥1,914 million(down 4.0% year on year), and backlog of orders amounted to ¥8,765 million, an increase of ¥359 million (up4.3% year on year).
Foundry BusinessNet sales increased ¥4,182 million to ¥40,608 million (up 11.5% year on year) due to steady progress in largescale plant projects in Japan, despite delays in the delivery of equipment due to delays in construction ofcustomers’ plant buildings overseas, which affected some parts with long delivery times, such as electricalcomponents. Operating profit was ¥335 million (loss of ¥83 million in the previous fiscal year) due to higher
sales, despite the effects of soaring raw material and energy prices, continuing high transportation costs, anda shortage of manpower among construction contractors. Orders received totaled to ¥47,658 million, an
increase of ¥10,096 million (up 26.9% year on year), and backlog of orders amounted to ¥35,408 million, an
increase of ¥7,720 million (up 27.9% year on year).

- 15 -

Environment BusinessNet sales increased ¥1,023 million to ¥11,735 million (up 9.6% year on year) due to firm sales of dust
collectors to the foundry, steel, and cement industries, as well as solid sales of maintenance services and thedelivery of large equipment for wind power generation equipment. Operating profit increased ¥377 million to¥1,136 million (up 49.7% year on year) due to higher sales. Orders received totaled to ¥12,299 million, an
increase of ¥1,119 million (up 10.0% year on year), and backlog of orders amounted to ¥5,993 million, an
increase of ¥777 million (up 14.9% year on year).
Material Handling BusinessNet sales increased ¥2,197 million to ¥8,332 million (up 35.8% year on year) due to strong sales to the machine
tool industry and continued demand from the logistics industry, despite weak sales to the automobile industry.
Operating profit increased ¥732 million to ¥1,215 million (up 151.9% year on year) due to higher sales. Orders
received totaled to ¥8,666 million, an increase of ¥437 million (up 5.3% year on year), and backlog of orders
amounted to ¥4,543 million, an increase of ¥371 million (up 8.9% year on year).
Special Equipment BusinessNet sales increased ¥701 million to ¥9,486 million (up 8.0% year on year) due to strong sales of high-pressureroll press machines and servo cylinders for battery assembly equipment. Operating profit increased ¥997
million to ¥368 million (loss of ¥629 million in the previous fiscal year), reflecting the positive impact of theservo cylinder price increase proposal. Orders received totaled to ¥8,604 million, a decrease of ¥21 million(down 0.3% year on year), and backlog of orders amounted to ¥5,880 million, a decrease of ¥810 million(down 12.1% year on year).
Status of net sales by business segment of the corporate group
Fiscal Year
Category
Surface Treatment
Business

127th Term
(Fiscal year under review)
April 1, 2023 to March 31, 2024

126th Term
(Previous fiscal year)
April 1, 2022 to March 31, 2023

Millions of yen%

Millions of yen

Year-on-yearchanges%%

46,12339.9

46,01143.2

0.2

Foundry Business

39,93734.6

35,801

33.7

11.5

Environment Business

11,521

10.0

10,453

9.8

10.2

Material
Business

Handling

8,295

7.2

6,111

5.7

35.7

SpecialBusiness

Equipment

9,414

8.1

7,832

7.4

20.2

Other Business

203

0.2

170

0.2

19.4

Total

115,495

100.0

106,381

100.0

8.6

Overseas sales

53,17546.0

49,592

46.6

7.2

Note:

The above amounts are the figures after intersegment eliminations.

- 16 -

(2) Status of capital investments
In the fiscal year under review, the total amount of capital investments made by the Group was ¥3,671 million,
and the main components thereof are as follows.
Material Handling Business

Renovate the plant building of MEIKIKOU Corporation, establish a new mission-criticalsystemSurface Treatment Business

Deploy new laser peening and plasma surface treatment equipment

Foundry Business

Construct a new plant in Brazil following the relocation of the machine factory(3) Issues to be addressed
Since our establishment in 1934, the Group has been refining its skills, pursuing world-class technologies, andbuilding relationships of trust with its customers through technology, based on its hopes of cherishing the heartof manufacturing and contributing to society. To build bonds of trust, we closely attend to each of ourcustomers, working together to find the best solutions to meet their diverse needs and deliver new value. We
will persist with our aim of serving as a company that is consistently chosen by customers generation aftergeneration, as we deepen our bonds with everyone around us while valuing each and every customer.
⚫ Growth strategy
The business environment surrounding the Group is undergoing a period of major change, with the rapid
shift to EVs in the automobile industry, in addition to the development of a digital information society andstricter regulations on global environmental issues. In response to these changes, we expect that ourcustomers will also initiate forward-looking efforts. In light of this business environment, we will strive toincrease profitability by valuing our existing customers and working to increase added value, thereby
showing a further leap from this fiscal year.
We will prioritize growth investments including mergers and acquisitions, capital investments, research
investments, and human capital investments to enhance corporate value. By pursuing capital efficiency
and aiming to improve return on equity (ROE) to exceed the cost of capital, we will optimize our strategy
to keep our P/B ratio above 1, and maximize value to stakeholders and achieve sustainable growth byinvesting in sustainable growth and providing stable profit returns. We will also seek to achieve an optimal
capital structure by reducing our weighted average cost of capital (WACC) through the raising of interestbearing debt and the sale of shares of other companies.
⚫ Key issues (materiality)
We have set three realms as the aims of our vision, consisting of (i) an environmentally friendly recyclingoriented society, (ii) a safe, secure, and abundant society through manufacturing, and (iii) a society where
people are able to experience inspiration, growth, and happiness. In achieving such aims, we have selected
the five categories of the environment, human capital, technological development and manufacturing,stakeholders, and business infrastructure as key issues, and will address such key issues.
• Environmental initiatives
We consider the impact of climate change on our business to be a key issue and accordingly manage suchrisk in a manner that particularly involves paying close attention to how our profits are affected by flood
damage and rising energy costs, as well as surging prices of raw materials and difficulty in obtaining them
due to increasingly stringent regulations.
• Human capital initiatives
Generally, local nationals serve as top management of our overseas bases and we assess maintenance skillsof the Company’s products on the basis of universal evaluation standards. We will also accelerate efforts
to promote women’s empowerment.
• Business infrastructure initiatives
The Group identifies, evaluates, and visually depicts risk associated with its business activities based on
its basic policy for addressing risk, established by the Risk Management Committee under the direct control- 17 -

of the Board of Directors. We will have the Risk Management Committee report results of its activities tothe Board of Directors in seeking to further strengthen our risk management structure.
In addition, from the perspective of strengthening governance, we will enhance our efforts to evaluate theeffectiveness of the Board of Directors.
We would like to ask our shareholders for your continued support and cooperation.
(4) Trends in assets and profit and loss
Fiscal Year
Category

124th Term
April 1, 2020 toMarch 31, 2021

125th Term
April 1, 2021 toMarch 31, 2022

Millions of yen

Net sales

Millions of yen

82,544
Millions of yen

Profit attributable to owners ofparent99,247
Millions of yen

606

2,835

Yen

Basic earnings per share

Total assets

Net assets

Millions of yen

Millions of yen

106,381

115,495

Millions of yen

Millions of yen

6,187

Yen

11.39

127th Term
(Fiscal year underreview)
April 1, 2023 toMarch 31, 2024

126th Term
April 1, 2022 toMarch 31, 2023

8,706

Yen

53.28

Yen

117.93166.23

Millions of yen

Millions of yen

Millions of yen

Millions of yen

164,201

168,586

171,367

187,963

Millions of yen

Millions of yen

Millions of yen

Millions of yen

104,124

109,641

111,755

127,140(5) Status of principal subsidiaries
Company nameShare capital

Equity ownership of
the Company

Millions of yen

MEIKIKOU Corporation

Principal lines of business% Manufacture and sale of transportation

200

83.7

machines, material handling machines androbotsThousands of euro

Sinto Europe GmbH
Heinrich Wagner Sinto
Maschinenfabrik GmbH49,645100.0

Thousands of euro

0.0
(100.0)2,200Management of subsidiaries in Europe
Manufacture and sales of facilities andmachines for foundries in Europe

Thousands of U.S. dollar

Sinto America, Inc.

60

100.0

Thousands of U.S. dollar

Roberts Sinto Corporation

0.0(100.0)2,077
Millions of yuan

Qingdao Sinto Machinery Co., Ltd.

129

95.0

Millions of Brazilian real

Sinto Brasil Produtos Limitada
Sinto Bharat Manufacturing Private
Limited
Note:

42

99.0

Millions of Indian rupee

670

74.0

Management of subsidiaries in the U.S.
Manufacture and sales of foundry
equipment, material handling equipment andsand coating facilities in the U.S.
Manufacture and sales of foundry
equipment, surface treatment equipment andabrasives in China
Manufacture and sales of foundry
equipment, surface treatment equipment andabrasives in Brazil
Manufacture and sales of foundry equipment
and surface treatment equipment in India

The numbers in parentheses indicate the ownership ratio through indirect holdings.

- 18 -

(6) Status of important business combinations
In order to establish a system capable of promptly supporting globally expanding clients with a diverse rangeof products and information technology from each regional base, and meeting their needs for surface finishing,
the Company acquired Elastikos (France) S.A.S as a subsidiary in April 2024.
(7) Principal lines of business
Category of business

Details of main products

Surface Treatment Business

Shot blasting machines, air blasting machines, shot peening machines, barrel polishing equipment,
precision brushing equipment, ultra-precision microprocessing equipment, surface evaluationequipment, surface treatment contract processing, surface treatment-related parts, abrasives,
polishing media, etc.

Foundry BusinessCasting production equipment, V-process molding equipment, core molding equipment, casting
sand treatment equipment, automated pouring equipment, sand coating facilities, casting-relatedparts, powder & granule treatment equipment, wear-resistant castings, etc.

Environment Business

Dust collectors, deodorization equipment, wastewater treatment equipment, volatile organic
compounds (VOC) gas purifier, environment-related parts, etc.

Material Handling BusinessLifting devices, steplifts, gravity conveyors, material handling systems, etc.

Special Equipment Business

Organic electroluminescent panel assembly equipment, automated line processes thereof(including supply and material handling equipment), material handling robots, servo cylinders,
inspection and measurement equipment, precision measuring instruments, precision press
processing equipment, disperizers, battery material supply equipment, 3D printers, ceramic
products, foaming machines, automotive door assembly equipment, magnetic metal powder,sterile isolator for sterile conditioning, special equipment-related parts, nursing care and welfare
tools, etc.

Other Business

Machinery design, welfare businesses, etc.

- 19 -

(8) Major offices and factories(i)

The Company

Headquarters

Headquarters (Nagoya City)

Branches

Tokyo Branch (Kawaguchi City, Saitama)
Chubu Branch (Oharu-cho, Ama-gun, Aichi)
Osaka Branch (Osaka City)

Offices

Toyokawa Works (Toyokawa City, Aichi)
Ichinomiya Works (Toyokawa City, Aichi)
Osaki Works (Toyokawa City, Aichi)
Shinshiro Works (Shinshiro City, Aichi)
Koda Works (Kota-cho, Nukata-gun, Aichi)
Oharu Works (Oharu-cho, Ama-gun, Aichi)
Kyushu Works (Kurate-cho, Kurate-gun, Fukuoka)
Atsugi Works (Atsugi City, Kanagawa)(ii)

Subsidiaries

Domestic

MEIKIKOU Corporation (Aichi)

Overseas

Heinrich Wagner Sinto Maschinenfabrik GmbH (Germany)
Roberts Sinto Corporation (U.S.A.)
Qingdao Sinto Machinery Co., Ltd. (China)
Sinto Brasil Produtos Limitada (Brazil)
Sinto Bharat Manufacturing Private Limited (India)(9) Employees
Category

Domestic

Number of employees
Note:Overseas
2,136

Total
1,827

3,963

The number of employees of the Company is 1,683.

(10) Major creditors
Creditor

Balance of borrowings

MUFG Bank, Ltd.

¥5,612 million

Syndicated loan

¥3,300 million

Resona Bank, Limited¥3,100 million

Note:Syndicated loan is a joint-financing instrument with MUFG Bank, Ltd. as a lead bank.

- 20 -

2. Matters relating to the Company’s shares(1)

Total number of authorized shares:

230,476,000(2)Total number of issued shares:

54,580,928 (including 2,019,438 treasury shares)(3)

Number of shareholders:

29,817(4)

Top ten shareholders
Name

Number of shares held

Shareholding ratio

Thousands of shares

The Master Trust Bank of Japan, Ltd. (trust account)

%

5,175

9.84

MUFG Bank, Ltd.

2,289

4.35

Meiji Yasuda Life Insurance Company

2,276

4.33

Custody Bank of Japan, Ltd. (trust account)

1,927

3.66

Resona Bank, Limited

1,668

3.17

CEPLUX- THE INDEPENDENT UCITS PLATFORM 2

1,591

3.02

The NAGAI Foundation for Science & Technology

1,405

2.67

Sinto Employee Stock Ownership

1,158

2.20

Sinto Supplier Stock Ownership

1,155

2.19

930

1.77

STATE STREET BANK AND TRUST COMPANY 505103

Notes: 1. Although the Company holds 2,019,438 treasury shares, it is excluded from the list of top ten shareholders.
2. The shareholding ratio was calculated based on the total number of issued shares less treasury shares and was rounded
down to the nearest unit.

(5) Shares issued to the Company’s directors (and other officers) during the fiscal year under review ascompensation for the execution of their duties
Number of shares

Number of directors (and otherofficers) to whom shares were
granted(Thousands of shares)
26

Directors (excluding External Directors)- 21 -(people)9(Reference)
Policy on shareholding of other companies
The Company holds shares of other companies taking a medium- to long-term perspective for increasing its corporate
value upon comprehensively taking into account its business strategy and professional relationships with its business
partners. At the same time, in order to achieve sustainable growth from a long-term perspective, we are responsible
for financial resources that allow us to constantly invest even in the face of inflation.
In addition, the Board of Directors, on an annual basis, confirms compatibility with its purpose of share ownershipand furthermore confirms the appropriateness of share ownership across its entire portfolio of such listed shares ofother companies held by the Company, which involves comparing benefits of ownership (operating revenue,
dividends, capital gains, etc.) against risks of ownership including cost of capital.
In March 2024, we sold a portion of shares of other companies to execute mergers and acquisitions as the second
step toward expanding business value. We will continue to use this as a source of funds to promote investment inbusiness growth.
Moreover, the Company is developing networks of construction contractors who handle work that includes
installation, remodeling, and test runs (hereinafter referred to as “SSV Companies”) to address worker shortages atconstruction sites. The Company is proceeding with holdings of shares of SSV Companies based on its businessstrategy, partially for the sake of outsourcing to achieve operational streamlining, and also given that such
construction contractors are able to provide support tailored to customers in close proximity to their locations ofbusiness.
(Changes in the value of shares of other companies and the number of issues)
No. of issues(Millions of yen)

FY2019Consolidated net
assets ratio

FY2020

FY2021

FY2022

FY2023

FY2019FY2020

FY2021

FY2022

FY2023

17.8%

22.9%

23.6%

16.3%

18.8%

* The bar chart depicts valuations of shares of other companies (black = listed shares; gray = unlisted shares)* The line chart depicts the number of issues held (black solid line = number of issues excluding SSV; gray dotted line = number oflistings including SSV)

- 22 -

3. Matters relating to the Company officers(1) Name, etc. of Directors and Auditors
Position

Name

Responsibility and significant concurrent positions outside theCompany

Yoshiki Ueda

(Significant concurrent positions outside the Company)
Outside Director (Audit and Supervisory Committee Member) of
THK CO., LTD.

President

Atsushi Nagai(Significant concurrent positions outside the Company)
Representative Director of Heinrich Wagner Sinto
Maschinenfabrik GmbH
Director of Sinto America, Inc.

Director,
Managing Executive Officer

Toshikazu Morishita

Sales Control, General Sales Manager of Castec Company, incharge of GovernanceDirector,
Managing Executive Officer

Kenichi Nakamichi

General Manager of Castec Company, in charge of Accounting
and FinanceDirector,
Managing Executive Officer

Hiromitsu Uchiyama

General Manager of Development Division, in charge of Special
Equipment Business, Business Development Control, in charge of
Human Resources

Director,
Managing Executive Officer

Mikio Nakane

General Manager of Production Division, General Manager of
Toyokawa Works, Environment Control, in charge of System andEngineering

Director,
Managing Executive Officer

Hidemi Yamauchi

SURFACETEC COMPANY President

Director,
Managing Executive Officer

Hiroyuki Takeda

General Manager of Sales Division, Precision Project Team
LeaderExternal Director

Yasuhito Yamauchi

External Director

Yukako Uchinaga

Auditor (Full Time)

Tsuyoshi Goto

Auditor (Full Time)

Yuji Okubo

External Auditor

Toshiro Kojima(Significant concurrent positions outside the Company)
Executive Officer of Kyodo News Digital Co., Ltd.

External Auditor

Takami Onodera(Significant concurrent positions outside the Company)
Outside Director (Audit and Supervisory Committee Member) of
The Takigami Steel Construction Co., Ltd.

Chairman(Significant concurrent positions outside the Company)
Outside Director of Nippon Telegraph and Telephone Corporation

Notes: 1. At the 126th Ordinary General Meeting of Shareholders held on June 20, 2023, Hidemi Yamauchi and Hiroyuki Takeda
were elected as Directors and assumed the office.
2. At the end of the 126th Ordinary General Meeting of Shareholders held on June 20, 2023, Tsuneyasu Kuno and Yatsuka
Taniguchi retired from their positions as Director.
3. As of September 7, 2023, Masatoshi Ozawa resigned from his position as External Director.
4. Directors Yoshiki Ueda, Yasuhito Yamauchi, and Yukako Uchinaga are External Directors.
5. Auditors Toshiro Kojima and Takami Onodera are External Auditors.
6. External Directors Yoshiki Ueda, Yasuhito Yamauchi and Yukako Uchinaga, and External Auditors Toshiro Kojima andTakami Onodera are Independent Officers, which are required to be put in place by the Tokyo Stock Exchange, Inc. andNagoya Stock Exchange, Inc. for the protection of general shareholders.

- 23 -

(2) Amount of remuneration, etc. for Directors and Auditors(i)

Policy on determining the remuneration, etc. for Directors


The Company has established the Nomination and Compensation Committee, which is composed of allExternal Directors and attended by two External Auditors, for the purpose of enhancing transparency
with regard to remuneration, etc. for Directors. The Committee deliberates and determines from an
objective and fair perspective upon the structure and level of remuneration, etc., and the evaluation, etc.
of each Director.



While remuneration for Directors is based on job title and position, performance-linked remuneration, etc.,
has been introduced with a view to further improving corporate performance and sharing value withshareholders.



Based on data from surveys conducted by outside professional organizations, the Company will set
remuneration levels that are appropriate to the size of the Company and the duties and responsibilities that
officers should fulfill.

a. Structure of remuneration

It consists of a basic remuneration according to the job title and position (a fixed portion and variablevaluation portion), restricted stock compensation, Directors’ bonuses, and medium- to long-term incentive
remuneration (share-based remuneration). Composition ratios of performance-linked compensation(restricted stock compensation, Directors’ bonuses and medium- to long-term incentive remuneration) withrespect to total remuneration increase as Directors rise in rank.

b. Performance-linked remuneration


Restricted stock compensation is a partial transfer of basic compensation to stock compensation, and isintended to provide incentives to increase corporate value and further share value with shareholders.



Under the concept of profit sharing, the amount of bonuses for Directors are determined by taking into
account the amount paid in the past and other various factors, based on the amount of operating profit,
which indicates the Company’s earnings, and other indicators.

Medium- to long-term incentive remuneration (share-based remuneration) is a system under which theCompany’s shares are provided in proportion to the degree to which performance targets (indicator:
consolidated ordinary profit margin) are exceeded and the degree to which capital efficiency (indicator:
consolidated return on equity) is improved for the period of the medium-term management plan, according
to the position. Both indicators are adopted as significant factors that lead to enhancement of corporate andshareholder value. While this system was introduced in 2015, no payment has been made as the set targets
have not been achieved.

c. Remuneration determination process


The Company has established the voluntary Nomination and Compensation Committee, which deliberates
and determines on the election of candidates for Directors and Auditors, the remuneration system for
Directors, the evaluation of each Director, the amount of bonuses for Directors and so forth.



Decisions on the amount of bonus for Directors reflect results of evaluations performed by the Nomination
and Compensation Committee taking into account the standard amount specified for each position andbased on the amount resolved at the Board of Directors meeting and the General Meeting of Shareholders.



Decisions on the amount of basic remuneration reflect results of the evaluation of Directors performed by
the Nomination and Compensation Committee and other factors, based on the standard amount specified
for each position.

- 24 -

(ii)Total amount of remuneration, etc. by officer category, total amount of remuneration, etc. by type of
remuneration, etc., and number of eligible officers
Amount of remuneration, etc. by type (Thousands of yen)
Number of eligible
officers(Person)Basic
remuneration

Director

13

Auditor
Total

Classification

Performance-linked remuneration
Bonuses

Share-based
remuneration

113,944

40,00023,604

5

50,400–18

164,344

40,000

Amount of
remuneration, etc.
(Thousands of yen)

177,548–

50,40023,604

227,948

Notes: 1. The amount of remuneration, etc. paid to four External Directors and three External Auditors is ¥63,000 thousand and isincluded in the aforementioned amount of remuneration, etc.
2. The maximum amount of remuneration for Directors was resolved at the 125th Ordinary General Meeting of Shareholders
held on June 21, 2022 to be ¥444,000 thousand (excluding the employee salary portion). The number of eligible Directors
was 11, according to the resolution.
3. The maximum amount of remuneration for Auditors was resolved at the 109th Ordinary General Meeting of Shareholders
held on June 28, 2006 to be ¥4,500 thousand on a monthly basis.
4. The amount of remuneration, etc. includes the amount paid during the term of office of two Directors and one Auditor who
retired at the end of the 126th Ordinary General Meeting of Shareholders held on June 20, 2023, and one External Director
who resigned on September 7, 2023.

(3) Overview of the content of directors and officers liability insurance policy(i)

Scope of the insured
All Directors, Auditors, Executive Officers, and managerial employees of the Company(ii)

Summary of the insurance policy
This insurance policy covers damages, litigation expenses, etc. to be borne by the insured in the event ofclaims arising from actions taken (or inaction) in their role as an officer, etc. of the company, listed in (i).
However, measures are taken so that the appropriateness of the execution of duties by an officer, etc. is not
impaired by excluding the damages, etc. of officers themselves who engaged in bribery or other criminal
acts or intentionally committed illegal acts from the scope of coverage. The insurance premiums are all
paid by the Company.

(4) External Officers(i)Significant concurrent positions at other organizations and relationships between the Company and suchother organizations


Director Yoshiki Ueda serves concurrently as Outside Director (Audit and Supervisory Committee
Member) of THK CO., LTD. There are no special relationships between the Company and THK CO., LTD.



Director Yukako Uchinaga serves currently as Outside Director of Nippon Telegraph and Telephone
Corporation. There are no special relationships between the Company and Nippon Telegraph andTelephone Corporation.

Auditor Toshiro Kojima serves currently as Executive Officer of Kyodo News Digital Co., Ltd. There areno special relationships between the Company and Kyodo News Digital Co., Ltd.



Auditor Takami Onodera serves currently as Outside Director (Audit and Supervisory Committee Member)of The Takigami Steel Construction Co., Ltd. There are no special relationships between the Company and
The Takigami Steel Construction Co., Ltd.

- 25 -

(ii)Major activities during the fiscal yeara) Attendance at Board of Directors meetings and Board of Auditors meetings
Classification

Name

Attendance atBoard of Directors meetings

Attendance atBoard of Auditors meetings

Director

Yoshiki Ueda

17/17

―

Director

Yasuhito Yamauchi

17/17

―

Director

Yukako Uchinaga

17/17

―

Director

Masatoshi Ozawa

9/9―

AuditorToshiro Kojima

17/17

16/17

AuditorTakami Onodera

12/12

12/12

b) Statements at the meeting and summary of duties performed pertaining to the role expected as External
Director

Director Yoshiki Ueda provides advice and recommendations to ensure the adequacy andappropriateness of the decisions made by the Board of Directors with his extensive practical experienceand knowledge as a senior executive of a general trading company and a manager of a specialized
trading company.



Director Masatoshi Ozawa provides advice and recommendations to ensure the adequacy andappropriateness of the decisions made by the Board of Directors with his extensive experience andknowledge as a corporate manager.



Director Yasuhito Yamauchi provides advice and recommendations to ensure the adequacy andappropriateness of the decisions made by the Board of Directors with his extensive business experienceand knowledge of manufacturing as a manager of automobile manufacturers and automobile parts
manufacturers.



Director Yukako Uchinaga provides advice and recommendations to ensure the adequacy andappropriateness of the decisions made by the Board of Directors with her extensive practical experiencein the management of business involving telecommunications, education, and manufacturing, inaddition to her extensive knowledge in the information technology field and deep understanding ofdiversity.



Auditor Toshiro Kojima makes statements from an objective perspective to ensure the appropriatenessof the decisions made by the Board of Directors with his extensive business experience and knowledge
in risk control. In addition, he makes statements at the Board of Auditors meetings as deemed necessary.



Auditor Takami Onodera makes statements from an objective perspective to ensure the appropriatenessof the decisions made by the Board of Directors with his extensive practical experience in the
management of listed companies in addition to his broad knowledge gained in financial-related
operations. In addition, he makes statements at the Board of Auditors meetings as deemed necessary.

(iii) Summary of details of limited liability agreement
The Company has entered into a limited liability agreement pursuant to Article 427, paragraph 1 of theCompanies Act with each External Director and External Auditor. Under the terms of the limited liability
agreement, their liability will be limited to a minimum amount stipulated by applicable laws andregulations. The Company had a similar agreement with Masatoshi Ozawa, who resigned as an External
Director effective September 7, 2023.

- 26 -

4. Accounting Auditor(1) Name of the Accounting Auditor
Deloitte Touche Tohmatsu LLC(2) Amount of remuneration for the Accounting Auditor for the fiscal year(i)

Amount of remuneration for the Accounting Auditor for the fiscal year ¥53,400 thousand(ii)

Total amount of money and other economic benefits to be paidby the Company and its subsidiaries to the Accounting Auditor¥53,400 thousand

Notes: 1. In the audit contract between the Company and its Accounting Auditor, amount of remuneration paid
for audits by an Accounting Auditor under the Companies Act and amount of remuneration paid foraudits by an Accounting Auditor under the Financial Instruments and Exchange Act are not clearly
distinguished or practically separable. Therefore, the total amount of these payments is shown in (i)Amount of remuneration listed above.
2. The Board of Auditors verified and reviewed the validity of the results of audit, the contents of audit
plan, the performance status of duties of the Accounting Auditor, the basis for the calculation of theestimated amount of remuneration, and other factors in the previous fiscal year using the “Practical
Guidelines for Cooperation with Accounting Auditors” released by the Japan Audit & Supervisory
Board Members Association as a guide. As a result, the Board of Auditors has provided its consent
regarding the amount of remuneration for the Accounting Auditor, pursuant to Article 399, paragraph
1 of the Companies Act.
(3) Policy on decisions of dismissal or non-reappointment of Accounting Auditor
In the event that an Accounting Auditor is found to fall under any of the items of Article 340, paragraph 1 of
the Companies Act, the Board of Auditors shall dismiss the Accounting Auditor with the unanimous consent
of the Auditors. In this case, the Auditor selected by the Board of Auditors shall report such dismissal and thereason for such dismissal to the first General Meeting of Shareholders convened after the dismissal.
In addition to the above, the Board of Auditors shall propose not to reappoint the Accounting Auditor to theGeneral Meeting of Shareholders in the event that the Accounting Auditor is deemed to be unable to carry out
its duties appropriately due to the occurrence of an event that impairs its qualifications or independence.

- 27 -

5. Corporate structure and policies
Policy on decisions on dividends and other appropriation of surplus
The Company strives to increase corporate value by addressing social issues, and prioritizes strategic
investments necessary for sustainable growth, including research and development, capital investment, andmergers and acquisitions. In addition, our basic financial strategy is to continue to provide a stable return ofprofits to shareholders. Cash flow generated by our business activities will be used for active investment ingrowth areas, as well as for shareholder returns, etc.
With the recognition that distribution of profit to shareholders is one of our important management issues,
continuation of stable profit distribution is the basis of our financial strategy, together with strategic
investments. We will strive to maintain stable and continuous dividend payments at a certain level and expand
them by comprehensively taking into account our financial position and profit level, while consideringstrengthening our financial structure and management base from a medium- to long-term perspective.
With regard to the appropriation of surplus for the fiscal year under review, a year-end dividend will be ¥24
per share (date of commencement of payment: June 7, 2024) as resolved at the Board of Directors meeting
held on May 21, 2024. As a result, the amount of annual dividend, including the interim dividend of ¥20 per
share (date of commencement of payment: December 8, 2023), will be ¥44 per share, an increase of ¥8(dividend ratio of 26.6%) year on year.

- 28 -

Consolidated Balance Sheet(As of March 31, 2024)(Millions of yen with fractional amounts discarded)
Account

AmountAccount

AssetsCurrent assets
Cash and deposits
Notes receivable - trade
Accounts receivable - trade
Contract assets
Securities
Finished goods
Work in process
Raw materials and supplies
Other
Allowance for doubtful accounts

111,801
43,186
11,238
20,953
6,785
9,375
4,585
5,853
6,665
3,777
(619)

Non-current assets
Property, plant and equipment
Buildings and structures
Machinery, equipment and vehicles
Land
Leased assets
Construction in progress
Other
Intangible assets
Goodwill
Leased assets
Other
Investments and other assets
Investment securities
Deferred tax assets
Retirement benefit asset
Other
Allowance for doubtful accounts

76,161
31,35815,006
5,798
8,190
442
956
962
1,684
26
27
1,631
43,11834,226
489
5,217
3,193
(8)

Total assets

187,963

Liabilities
Current liabilities
Notes and accounts payable - trade
Short-term borrowings
Lease liabilities
Income taxes payable
Provision for bonuses
Provision for bonuses for directors (andother officers)
Provision for product warranties
Provision for loss on orders received
Contract liabilities
Other
Non-current liabilities
Long-term borrowings
Lease liabilities
Deferred tax liabilities
Provision for retirement benefits for
directors (and other officers)
Retirement benefit liability
Asset retirement obligations
Other
Total liabilities
Net assets
Shareholders’ equity
Share capital
Capital surplus
Retained earnings
Treasury shares
Accumulated other comprehensive income

Amount41,88813,599
5,473
150
1,714
1,978
238
241
313
12,363
5,814
18,934
8,971
340
7,673
545
805
38
559
60,822
100,897
5,752
6,319
90,870(2,044)
19,671

Valuation difference on available-for-salesecurities

12,445

Foreign currency translation adjustment

5,321

Remeasurements of defined benefit plans
Non-controlling interests
Total net assets
Total liabilities and net assets

1,904
6,571
127,140
187,963- 29 -

Consolidated Statement of Income(From April 1, 2023 to March 31, 2024)(Millions of yen with fractional amounts discarded)
Account

AmountNet sales
Cost of sales
Gross profit
Selling, general and administrative expenses
Operating profit
Non-operating income
Interest income
Dividend income
Share of profit of entities accounted for using equity method
Foreign exchange gains
Other
Non-operating expenses
Interest expenses
Loss on liquidation of a subsidiary
Donations
Other
Ordinary profit
Extraordinary income
Gain on sale of non-current assets
Gain on sale of investment securities
Extraordinary losses
Loss on sale of non-current assets
Loss on disposal of non-current assets
Profit before income taxes
Income taxes - current
Income taxes - deferred
ProfitProfit attributable to non-controlling interests
Profit attributable to owners of parent- 30 -

115,495
82,16733,32827,919
5,409
609
591
635
224
429
144
73
33
137

174
5,026
2
71
3,220
372

2,489

388
7,510

5,200

73
12,637
3,592
9,044
337
8,706

Consolidated Statement of Changes in Equity(From April 1, 2023 to March 31, 2024)(Millions of yen with fractional amounts discarded)
Shareholders’ equity
Share capital
Balance at beginning of period

Capital surplus

5,752

Retainedearnings

Treasury shares

Total
shareholders’equity84,369(2,082)

94,3506,310

Changes during period
Dividends of surplus(2,205)(2,205)

Profit attributable to owners ofparent

8,706

8,706

Purchase of treasury shares
Disposal of treasury shares

8

(3)

(3)

41

50

Net changes in items other thanshareholders’ equity
Total changes during period
Balance at end of period

–

8

6,500

38

6,546

5,752

6,319

90,870(2,044)

100,897

Noncontrollinginterests

Total net assets

Accumulated other comprehensive income

Balance at beginning of period

Valuationdifference on
available-forsale securities

Foreigncurrencytranslation
adjustment

7,893

2,616

Total
Remeasureme accumulated
nts of definedotherbenefit plans comprehensive
income919

11,4295,975

111,755

Changes during period
Dividends of surplus(2,205)

Profit attributable to owners ofparent

8,706

Purchase of treasury shares(3)

Disposal of treasury shares

50

Net changes in items other thanshareholders’ equity

4,552

2,705

984

8,241

596

8,838

Total changes during period

4,552

2,705

984

8,241

596

15,385

Balance at end of period

12,445

5,321

1,904

19,671

6,571

127,140- 31 -

Non-consolidated Balance Sheet(As of March 31, 2024)(Millions of yen with fractional amounts discarded)
Account
AssetsCurrent assets
Cash and deposits
Notes receivable - trade
Electronically recorded monetary claims operating
Accounts receivable - trade
Contract assets
Securities
Finished goods
Work in process
Raw materials and supplies
Other
Allowance for doubtful accounts

Non-current assets
Property, plant and equipment
Buildings
Structures
Machinery and equipment
VehiclesTools, furniture and fixtures
Land
Leased assets
Construction in progress
Intangible assets
SoftwareLeased assets
Other
Investments and other assets
Investment securities
Shares of subsidiaries and associates
Long-term loans receivable
Prepaid pension costs
Other
Allowance for doubtful accounts

AmountAccount

63,635
18,266
1,835
7,040
11,974
4,142
9,375
1,852
1,901
1,923
5,665
(342)

58,714
16,126
7,851
483
3,037
5
450
3,920
50
326
435
372
4
58
42,152
27,766
11,620
632
1,691
565
(124)

Liabilities
Current liabilities
Notes payable - trade
Electronically recorded obligations operating
Accounts payable - trade
Short-term borrowings
Lease liabilities
Accounts payable - otherAccrued expenses
Income taxes payable
Contract liabilities
Provision for bonuses
Provision for product warranties
Provision for loss on orders received
Provision for loss on guarantees
Provision for bonuses for directors (andother officers)
Other
Non-current liabilities
Long-term borrowings
Lease liabilities
Deferred tax liabilities
Asset retirement obligations
Other
Total liabilities
Net assets
Shareholders’ equity
Share capital
Capital surplus
Legal capital surplus
Other capital surplus
Retained earnings
Legal retained earnings
Other retained earnings
Reserve for tax purpose reduction
entry of non-current assets
Reserve for cancellation of shares
General reserve
Retained earnings brought forward
Treasury shares
Valuation and translation adjustments
Valuation difference on available-for-salesecurities

Total assets

122,349- 32 -

Total net assets
Total liabilities and net assets

Amount24,711
398
5,381
3,591
4,000
31
141
1,752
1,150
5,386
1,372
147
57
1,133
40
127
13,458
8,700
29
4,358
38
332
38,16972,064
5,752
6,203
6,195
8
62,153
1,438
60,715215
1,600
36,50022,399(2,044)
12,115
12,11584,180122,349

Non-consolidated Statement of Income(From April 1, 2023 to March 31, 2024)(Millions of yen with fractional amounts discarded)
Account

AmountNet sales
Cost of sales
Gross profit
Selling, general and administrative expenses
Operating profit
Non-operating income
Interest income
Dividend income
Rental income
Other
Non-operating expenses
Interest expenses
Donations
Rental costs
Provision for loss on guarantees
Other
Ordinary profit
Extraordinary income
Gain on sale of non-current assets
Gain on sale of investment securities
Extraordinary losses
Loss on disposal of non-current assets
Profit before income taxes
Income taxes - current
Income taxes - deferred
Profit60,70544,296
16,40914,771
1,637
80
1,092
115
192
38
26
46
121
37

69
5,026
56
1,937
22

- 33 -

1,480

269
2,848

5,096
56
7,888
1,959
5,929

Non-consolidated Statement of Changes in Equity(From April 1, 2023 to March 31, 2024)(Millions of yen with fractional amounts discarded)
Shareholders’ equity
Capital surplus

Balance at beginning of
periodChanges during period
Reversal of reserve
for tax purpose
reduction entry of
non-current assets
Adjustment toreserve for tax
purpose reduction
entry of non-current
assetsDividends of surplus
ProfitPurchase of treasury
shares
Disposal of treasury
sharesNet changes in items
other than shareholders’equityTotal changes during
periodBalance at end of
periodRetained earnings
Other retained earnings
Reserve fortax purpose
Reserve for
reduction
cancellatio
entry ofn of shares
non-current
assetsSharecapitalLegalcapitalsurplus

OthercapitalsurplusTotal
capitalsurplusLegalretainedearnings

5,752

6,195

–

6,195

1,438

8

8

Total
retainedearnings

36,50018,67358,429

(3)

3

–

1

(1)

–

(2,205)(2,205)

5,929

5,929

1,600

–

–

8

8

–

(2)

–

–

3,725

3,723

5,752

6,195

8

6,203

1,438

215

1,600

36,50022,39962,153

TreasurysharesProfitPurchase of treasury
shares
Disposal of treasury
sharesNet changes in items
other than shareholders’equityTotal changes during
periodBalance at end of
periodRetainedearnings
brought
forward217

Valuation and translation
adjustments
Valuation
Total
Total
difference on valuation
shareholders availableand’ equity
for-saletranslation
securities adjustments

Shareholders’ equity

Balance at beginning of
periodChanges during period
Reversal of reserve
for tax purpose
reduction entry of
non-current assets
Adjustment toreserve for tax
purpose reduction
entry of non-current
assetsDividends of surplus

Generalreserve(2,082)

68,294

7,716

7,716

Total net
assets76,011––––(2,205)(2,205)

5,929

5,929

(3)

(3)

(3)

41

50

50
4,398

4,398

4,398

38

3,770

4,398

4,398

8,168

(2,044)72,064

12,115

12,11584,180- 34 -