These documents have been translated from Japanese originals for reference purposes only.
In the event of any discrepancy between these translated documents and the Japanese originals, the originals
shall prevail. AICHI CORPORATION (“The Company”) assumes no responsibility for this translation orfor direct, indirect or any other forms of damages arising from the translations.
(Securities code: 6345)
May 29, 2024
(Date of commencement of electronic provision measures: May 22, 2024)
To Shareholders with Voting Rights:
Toshiya Yamagishi
President and Director
AICHI CORPORATION
1152-10 Ryoke, Ageo-shi, Saitama,Japan

NOTICE OF
THE 76TH ORDINARY GENERAL MEETING OF SHAREHOLDERS
Dear Shareholders:
Please be informed that the 76th Ordinary General Meeting of Shareholders of the Company will be held for the
purposes as described below.
When convening this Ordinary General Meeting of Shareholders, the Company has taken measures for providing
information in electronic format (the “electronic provision measures”) and has posted matters subject to theelectronic provision measures on the following Company’s website.
The Company’s website: https://www.aichi-corp.co.jp/en/ir
In addition to the website shown above, the Company also has posted the matters subject to electronic provision
measures on the website of Tokyo Stock Exchange (TSE). To view the information, please access the following
TSE website (Listed Company Search), input the issue name (AICHI CORPORATION) or securities code (6345),
and click “Search,” and then click “Basic information” and select “Documents for public inspection/PR
information.”
The TSE website (Listed Company Search):https://www2.jpx.co.jp/tseHpFront/JJK020010Action.do?Show=Show
If you are unable to attend this meeting, you may exercise your voting rights in advance in writing, via theInternet, or other means. Please review the Reference Documents for the General Meeting of Shareholders, andexercise your voting rights by 5:30 p.m. on Thursday, June 13, 2024, Japan time.
1. Date and Time:

Friday, June 14, 2024 at 10:00 a.m., Japan time

2. Place:

Niiharu Factory AICHI TECHNOPLAZA
881-6 Sukawa, Minakami-machi, Tone-gun, Gumma, Japan (In order to show ourshareholders our new products and their production sites, which are the pillars of
our growth strategy, the venue has changed from the last year. Please see the brief
map attached at the end of this Notice when visiting the venue.)

13. Meeting Agenda:
Matters to be reported: 1. The Business Report and Consolidated Financial Statements for the 76th
Fiscal Year (April 1, 2023–March 31, 2024) and results of audits by the
Accounting Auditor and the Audit and Supervisory Committee of theConsolidated Financial Statements
2. Non-consolidated Financial Statements for the 76th Fiscal Year (April 1,
2023–March 31, 2024)
Proposals to be resolved:
Proposal No. 1: Partial Amendments to the Articles of Incorporation
Proposal No. 2: Election of 2 Directors (excluding Directors serving as Audit and Supervisory
Committee Members)
Proposal No. 3 Election of 5 Directors serving as Audit and Supervisory Committee Members-----------------------------------------------------------------------------------------------------------------------------------------・For those attending, please present the enclosed ballot form at the reception desk on arrival at the meeting.
・In accordance with the provisions of laws and regulations as well as of the Articles of Incorporation of theCompany, the following matters are not included in the document sent to shareholders who have requested thedelivery of the document. Therefore, this document is part of the documents audited by the Audit and Supervisory
Committee and the Accounting Auditor in preparing their Audit Reports.
- “Consolidated Statement of Changes in Net Assets” and “Notes to the Consolidated Financial Statements”
included in “Consolidated Financial Statements”- “Non-consolidated Statement of Changes in Net Assets” and “Notes to the Non-consolidated Financial
Statements” included in “Non-consolidated Financial Statements”
・If any revisions are made to the matters subject to electronic provision measures, the revised contents will be
posted on the respective websites where the matters are posted.

2

Reference Documents for the General Meeting of Shareholders
Proposals and References
Proposal No. 1: Partial Amendments to the Articles of Incorporation
1. Purpose of the amendments(1) In order to enhance the function of Directors which are responsible for management supervision, etc., theCompany proposes to abolish Directors with the title (Senior Managing Directors and Managing Directors)
in line with separating the business execution function.
(2) In order to ensure flexibility in the operation of the Board of Directors, the Company proposes to allow
other Directors to chair the Board of Directors, which is currently limited to be chaired by President andDirector.
2. Description of the amendments
Description of the amendments is as follows.
(Amended parts are underlined.)
Proposed amendments
Chapter IV. Directors and Board of Directors

Current Articles of Incorporation
Chapter IV. Directors and Board of Directors
Articles 18. to 22. (Text omitted)

Articles 18. to 22. (Unchanged)(Representative Director and Directors with Titles)(Representative Director and Directors with Titles)(Directors with Titles)
Article 23. The Company may, by resolution of theBoard of Directors, establish one (1) Chairperson
and Director, President and Director, and Vice
President and Director respectively, and few Senior
Managing Directors and Managing Directors
respectively, among Directors (excluding Directors
serving as Audit and Supervisory Committee
Members).
(Convener and Chairperson of the Board of Directors)
Article 24. The Board of Directors shall be, except asotherwise provided by laws and regulations,convened and chaired by the President andDirector.
2. In the event of a vacancy or an accident to the
President and Director, another Director shallconvene and chair the Board of Directors inaccordance with the order determined in advanceby the Board of Directors.
3. The Board of Directors shall be convened bysending notifications to each Director at least three(3) days prior to the meeting date; provided,
however, that in the case of an emergency, thisperiod may be further shortened.
4. With the unanimous consent of Directors, theBoard of Directors may be held without taking theconvocation procedure.

(Directors with Titles)
Article 23. The Company may, by resolution of theBoard of Directors, establish one (1) Chairperson
and Director, President and Director, and Vice
President and Director respectively, among
Directors (excluding Directors serving as Audit
and Supervisory Committee Members).
(Convener and Chairperson of the Board of Directors)
Article 24. The Board of Directors shall be, except asotherwise provided by laws and regulations,convened and chaired by a Director determined
the Board of Directors.
2. In the event of an accident to the Director in thepreceding paragraph, another Director shallconvene and chair the Board of Directors inaccordance with the order determined in advanceby the Board of Directors.
3. The Board of Directors shall be convened bysending notifications to each Director at least three(3) days prior to the meeting date; provided,
however, that in the case of an emergency, thisperiod may be further shortened.
4. With the unanimous consent of Directors, theBoard of Directors may be held without taking theconvocation procedure.

<Hereinafter omitted><Hereinafter omitted>

3

Proposal No. 2: Election of 2 Directors (excluding Directors serving as Audit and Supervisory Committee
Members)
The terms of office of all 4 incumbent Directors (excluding Directors serving as Audit and Supervisory
Committee Members) will expire at the conclusion of this Ordinary General Meeting of Shareholders. Accordingly,
the Company proposes the election of 2 Directors (excluding Directors serving as Audit and Supervisory
Committee Members).
This proposal has been determined after exchanges of opinions and confirmation of the contents by the
Nomination and Compensation Advisory Committee, and the Audit and Supervisory Committee has judged that all
candidates in this proposal are suitable for Directors of the Company, based on the status of duty execution andperformance of each candidate in the fiscal year under review, as well as each candidate’s career experience.
The candidates for Director (excluding Directors serving as Audit and Supervisory Committee Members) are as
follows.

No.

Name

Positions and responsibilities at the Company(important concurrent positions)1

Toshiya
Yamagishi(Reappointment)

President and Representative Director

2

ShunichiNakazawa(New
appointment)

Managing Officer
General Manager of Technology Development
Headquarters, in charge of Procurement
Department

Notes:

Number ofyears served
as Director (atthe conclusionof thisMeeting)

Attendance at
the Board of
Directors
meetings

5 years

13/13
meetings held
(100%)--

1. No material conflicts of interests exist between the Company and any of the above candidates.
2. Mr. Toshiya Yamagishi have been business executors of Toyota Industries Corporation, which has a special relationshipwith the Company (parent company) during the last ten years. Their positions and responsibilities at Toyota Industries
Corporation during the last ten years are indicated in “Career summary, positions, responsibilities and importantconcurrent positions.”
3. The Company has concluded a directors and officers liability insurance contract with an insurance company, as prescribedin Article 430-3, Paragraph 1 of the Companies Act, which insures its Directors, etc., to cover damages that may arise
when an insured person becomes liable in connection with the execution of his/her duties or receives claims related to the
pursuit of such liability. If each candidate assumes the position of Director, he or she will be the insured person under the
insurance contract, and the Company will renew the insurance contract with the same content during their terms of office.

4

No.

Name
(Date of birth)

Career summary, positions, responsibilities and importantconcurrent positions
April 1982
June 2008

Toshiya Yamagishi(September 14, 1959)

June 2011[Reappointment]

1

2

Attendance at the Board June 2012of Directors meetings:
13/13 meetings held June 2016
(100%)
June 2019
Number of years served
as Director (at theconclusion of thisMeeting):June 2020
5 years

Joined Toyoda Automatic Loom Works, Ltd.
(present Toyota Industries Corporation)
Executive Officer, Toyota Industries
Corporation
President, Toyota Industries North America,Inc.
President, Toyota Industrial Equipment
Manufacturing, Inc.
Chairman, Toyota Material Handling North
America, Inc.
Managing Officer, Toyota Industries
Corporation
Senior Managing Director and Representative
Director of the Company,
Head of the Planning and Administration
Division and Head of the Sales Division
President and Representative Director of theCompany (to the present)

Number ofCompany
shares held

53,882shares[Important concurrent positions]
None
Reason for nomination as a candidate for Director
He has had many years of experience in the management of Toyota Industries Corporation and its
consolidated subsidiaries. In addition, as Representative Director, he has led management of theCompany and contributed to enhancing corporate value. We re-nominate him as a candidate for Director
because we believe that he can perform his duties as Director appropriately with his abundant
experience and high level of insight regarding all aspects of corporate management, in addition to his
excellent character and insight.
April 1990
Joined the Company
September 2011 Section Manager, Research & Development
Section, Research & Development
Department of the Company
Shunichi Nakazawa
April
2015
General Manager, Research & Development(February 22, 1967)
Department of the Company
General Manager, Research & Development[New appointment] May 2017
Department and General Manager, ProductDevelopment Department of the Company
Attendance at the Boardof Directors meetings: June 2020
Commissioner of the Company
7,937
sharesJune 2021
Managing Officer of the Company, in chargeof Technology and Development Division andNumber of years served
Information Systems Division
as Director (at theJune 2023
Managing Officer of the Company, General
conclusion of thisManager, Technology Development
Meeting):
Headquarters and in charge of Procurement
Department (to the present)[Important concurrent positions]
None
Reason for nomination as a candidate for Director
As Managing Officer, he has led management of the Company and contributed to enhancing corporate
value. We nominate him as a candidate for Director due to his in-depth knowledge, acquired throughmany years of experience in the development division at the Company, and extensive experience in the
Company’s management, in addition to his excellent character and insight.

5Proposal No. 3: Election of 5 Directors serving as Audit and Supervisory Committee Members
The terms of office of all 4 incumbent Directors serving as Audit and Supervisory Committee Members will
expire at the conclusion of this Ordinary General Meeting of Shareholders. Accordingly, the Company
proposes the election of 5 Directors serving as Audit and Supervisory Committee Members.
The Audit and Supervisory Committee has already approved this proposal.
The candidates for Director serving as Audit and Supervisory Committee Member are as follows.

No.

Name

1

Shigehiro
Takatsuki

2

Kiyoshi Tojo

3

TakutoKawanishi

4

Soji Sakai

5

Taeko Kojima
Notes:(Reappointment)(Outside)(Independent)(Part-time)(Reappointment)(Outside)(Independent)(Part-time)(Reappointment)(Outside)(Independent)(Part-time)(New
appointment)(Outside)(Independent)(Part-time)(New
appointment)(Part-time)

Positions and responsibilities at
the Company (importantconcurrent positions)

Number ofyears served
as Director (atthe conclusionof thisMeeting)

Outside Director, Audit andSupervisory Committee Member

6 years

Outside Director, Audit andSupervisory Committee Member

5 years

Outside Director, Audit andSupervisory Committee Member(Partner of Nozomi Sogo
Attorneys at Law, Outside
Director of Scala, Inc.)

Attendanceat the Boardof Directors
meetings
12/13
meetings
held
(92%)
12/13
meetings
held
(92%)

Attendance at
the Audit andSupervisory
Committee
meetings
11/12
meetings held
(91%)
11/12
meetings held(91%)

4 years

12/13
meetings
held
(92%)

11/12
meetings held
(91%)

Corporate Advisor, Marubeni
Corporation)

-

-

-

(Executive Officer, Toyota
Industries Corporation)

-

-

-

1. No material conflicts of interests exist between the Company and any of the above candidates.
2. The Company has designated Mr. Shigehiro Takatsuki, Mr. Kiyoshi Tojo, and Mr. Takuto Kawanishi as independent
officers stipulated by the regulations of Tokyo Stock Exchange, Inc. and Nagoya Stock Exchange, Inc., and has
registered them as independent officers at the exchanges. If they are elected, the Company will continue to registerthem as independent officers. In addition, if Mr. Soji Sakai is elected, the Company will newly register him as anindependent officer.
3. The Company has concluded the Liability Limitation Agreement with Mr. Shigehiro Takatsuki, Mr. Kiyoshi Tojo,
and Mr. Takuto Kawanishi as stipulated in Article 423, Paragraph 1 of the Companies Act and the liability limit
shall be the amount stipulated in Article 425, Paragraph 1 of the Act. If they are reelected, the Company willcontinue the agreement with them. In addition, if Mr. Soji Sakai and Ms. Taeko Kojima are elected, the Company
will conclude the similar agreement with them.
4. The Company has concluded a directors and officers liability insurance contract with an insurance company, asprescribed in Article 430-3, Paragraph 1 of the Companies Act. The outline of the details of such insurance contract
is as stated in “2. Current status of the Company, (4) Status of officers, 7) Matters on directors and officers liability
insurance” of the Business Report. If the candidates are elected, they will be included as the insured under suchinsurance contract. The Company will renew such insurance contract in the similar content in July 2024.
5. Ms. Taeko Kojima had been a business executor of Toyota Industries Corporation, which has a special relationshipwith the Company (parent company) during the last ten years. Her positions and responsibilities at Toyota
Industries Corporation during the last ten years are indicated in “Career summary, positions, responsibilities andimportant concurrent positions.”

6

No.

Name
(Date of birth)

Career summary, positions, responsibilities and importantconcurrent positions

Shigehiro Takatsuki(January 11, 1950)

July 2001
July 2007[Reappointment][Outside][Independent][Part-time]

June 2014
June 2018

Joined Chuo Aoyama Audit Corporation
Representative Partner Ernst & Young
ShinNihon (present Ernst & Young
ShinNihon LLC)
Corporate Auditor of the Company
Outside Director of the Company (to thepresent)

Attendance at the Board [Important concurrent positions]of Directors meetings:
None
12/13 meetings held
(92%)
Attendance at the Audit
and Supervisory
Committee meetings:
11/12 meetings held(91%)
1

Number ofCompany
shares held0
sharesNumber of years served
as Director (at theconclusion of thisMeeting):
6 years
Reason for nomination as a candidate for Director serving as Audit and Supervisory Committee
Member, and expected roles
Although he has not participated directly in corporate management, he has provided us with fair andappropriate advice from the standpoint of Director serving as Audit and Supervisory Committee
Member based on his qualification as a CPA and his wealth of knowledge and experience in accounting
audits and international tax matters. We believe that he will contribute to the further strengthening of thecorporate governance of the Company as a Director serving as Audit and Supervisory Committee
Member, and therefore re-nominate him as a candidate.
From the candidate for Director serving as Audit and Supervisory Committee Member
As an outside officer prior to the establishment of Audit and Supervisory Committee system, I havetaken a role of supervising and advising on the Company’s governance, establishment and operation ofinternal controls, and the execution status of the management team from finance and accounting
perspective, which is my area of expertise. In particular, I have made efforts on supporting management
execution in harmony among major shareholders and minority shareholders in light of the shareholder
composition from independent standpoint as my utmost theme. If I am re-elected, I would like tocontinue to contribute on further enhancement of corporate governance.

7

No.

Name
(Date of birth)
Kiyoshi Tojo
(February 5, 1956)[Reappointment][Outside][Independent][Part-time]

Career summary, positions, responsibilities and importantconcurrent positions
April 2010
April 2013
June 2019

Executive Officer, Aioi Nissay Dowa
Insurance Co., Ltd.
Managing Executive Officer, Aioi Nissay
Dowa Insurance Co., Ltd
Outside Director of the Company (to thepresent)[Important concurrent positions]
Attendance at the Board Noneof Directors meetings:
12/13 meetings held
(92%)
Attendance at the Audit
and Supervisory
Committee meetings:
11/12 meetings held
(91%)
2

Number ofCompany
shares held0
sharesNumber of years served
as Director (at theconclusion of thisMeeting):
5 years
Reason for nomination as a candidate for Director serving as Audit and Supervisory Committee
Member, and expected roles
He has abundant experience and extensive insight of corporate management, including service asManaging Executive Officer of Aioi Nissay Dowa Insurance Co., Ltd. He has applied his experienceand insight to provide advice and suggestions on overall management of the Company from an
independent perspective. We believe that he will contribute to the further strengthening of the corporate
governance of the Company as a Director serving as Audit and Supervisory Committee Member, andtherefore re-nominate him as a candidate.
From the candidate for Director serving as Audit and Supervisory Committee Member
AICHI CORPORATION has decided to construct a new factory, and is moving toward the next higher
level. I am aware that the next one to two years will be the most important period for solidifying suchfoundation. With the rising raw material costs, high energy costs, and procurement risks, etc., ourbusiness environment remains challenging, and the journey is not smooth. However, I will utilize myexperience and insight to offer my views to the management team, which is working hard on various
challenges, and work together to aim for “a company that is indispensable” to the society as a work
environment creation company.

8

No.

Name
(Date of birth)
Takuto Kawanishi(August 10, 1976)

Career summary, positions, responsibilities and importantconcurrent positions

Registered as an attorney
Joined Midosuji Legal Profession
Corporation[Reappointment]
June 2015
Outside Director, FIS, Co., Ltd. (to the[Outside]present)[Independent]
July 2016
Partner, Nozomi Sogo Attorneys at Law (to[Part-time]
the present)
July 2018
Outside Audit & Supervisory Board Member,
Attendance at the Board
Rakuten Insurance Holdings Co., Ltd. (to theof Directors meetings:
present)
12/13 meetings held
June
2020
Outside Director of the Company (to the(92%)
present)
Attendance at the Audit September 2021 Outside Director, Scala, Inc. (to the present)

3

and Supervisory
Committee meetings:
11/12 meetings held(91%)

Number ofCompany
shares held

October 2003

1,580
shares[Important concurrent positions]
Partner, Nozomi Sogo Attorneys at Law
Outside Audit & Supervisory Board Member, Scala, Inc.

Number of years served
as Director (at theconclusion of thisMeeting):
4 years
Reason for nomination as a candidate for Director serving as Audit and Supervisory Committee
Member, and expected roles
He has qualification as an attorney, and a wealth of knowledge and experience in corporate legal affairs
and financial-related businesses. We re-nominate him as a candidate for Director serving as Audit andSupervisory Committee Member because we believe that he will provide us with fair and appropriate
advice from the standpoint of Audit and Supervisory Committee Member, as well as contribute to thefurther strengthening of the corporate governance of the Company.
From the candidate for Director serving as Audit and Supervisory Committee Member
By utilizing my past experience in legal, government offices and outside officer services, I would like tobuild a sound compliance governance system that supports our important mission. I will also engage inrobust dialogue and discussion with the management team so that it can appropriately take risks and to
implement management strategies from a medium- to long-term perspective.

9

No.

Name
(Date of birth)
Soji Sakai(September 10, 1959)

April 1982

[New appointment][Outside][Independent][Part-time]

April 2006

Attendance at the Boardof Directors meetings:-

4

Career summary, positions, responsibilities and importantconcurrent positions

July 2017

Attendance at the Audit
and Supervisory
April 2020
Committee meetings:
March 2022

Joined Marubeni Corporation
Africa Section, Heavy Electrical Equipment
Trade Department
General Manager, Domestic Power Project
Department, Marubeni Corporation
President, MIBUGAWA ELECTRIC POWER
CO., INC.
Executive Officer and Assistant Manager,
ASEAN and Southeast Asia, Marubeni
Corporation
President, Marubeni Thailand Co., Ltd.
President, Japanese Chamber of Commerce,
Bangkok
Executive Officer and General Manager,
Chubu Branch, Marubeni Corporation
Corporate Advisor, Marubeni Corporation (tothe present)

Number ofCompany
shares held0
sharesNumber of years served
as Director (at the[Important concurrent positions]conclusion of thisCorporate Advisor, Marubeni Corporation
Meeting):Reason for nomination as a candidate for Director serving as Audit and Supervisory Committee
Member, and expected roles
He has many years of experience at the trading company, and a wealth of knowledge and experience inin overseas and corporate management. We nominate him as a candidate for Director serving as Audit
and Supervisory Committee Member because we believe that he will provide us with fair andappropriate advice from the standpoint of Audit and Supervisory Committee Member, as well as
contribute to the further strengthening of the corporate governance of the Company.
From the candidate for Director serving as Audit and Supervisory Committee Member
Amid slower growth and intensifying competition in the domestic market as well as the need tostrengthen environmental policies, I would like to contribute to the Company on further globalization
and realizing carbon neutrality by utilizing my insight and network from my energy andelectricity-related business experience in both Japan and overseas.

10

No.

Name
(Date of birth)
Taeko Kojima(July 20, 1964)[New appointment][Part-time]

Career summary, positions, responsibilities and importantconcurrent positions
April 1987
January 2012
June 2014

Attendance at the Boardof Directors meetings: June 2022-

Joined Toyoda Automatic Loom Works, Ltd.
(present Toyota Industries Corporation)
General Manager, Corporate Center Audit
Department, Toyota Industries Corporation
General Manager, Legal Department,
Corporate Headquarters, Toyota Industries
Corporation
Executive Officer, Toyota Industries
Corporation (to the present)

Attendance at the Audit[Important concurrent positions]and Supervisory
Executive Officer, Toyota Industries Corporation
Committee meetings:
5

Number ofCompany
shares held0
sharesNumber of years served
as Director (at theconclusion of thisMeeting):Reason for nomination as a candidate for Director serving as Audit and Supervisory Committee
MemberAlthough she has not participated directly in corporate management, we believe she will provide us withfair and appropriate advice from the standpoint of Director serving as Audit and Supervisory Committee
Member based on her wealth of knowledge and experience in corporate legal matters. We believe that
she will contribute to the further strengthening of the corporate governance of the Company as a
Director serving as Audit and Supervisory Committee Member, and therefore nominate her as a
candidate.
From the candidate for Outside Director serving as Audit and Supervisory Committee Member
I will strive to meet your expectations by utilizing my legal and auditing experience at manufacturingindustry.

11

(Reference) Board of Directors Skills Matrix
If Proposal No. 2 and No. 3 are approved and passed as proposed, the composition of the Board of
Directors will be as follows.
Directors’ experience and areas where they are especially able to contribute expertise
Name

Position at theCompany

Corporate
management

Finance &accounting

Legalaffairs

Riskmanagement

Technology
development& production

●

●

●

●

●

●

●

●

Toshiya Yamagishi

President andRepresentative
Director

Shunichi Nakazawa

Director

Shigehiro Takatsuki

Outside Director(Audit and Supervisory
Committee Member)

Kiyoshi Tojo

Outside Director(Audit and Supervisory
Committee Member)

Takuto Kawanishi

Outside Director(Audit and Supervisory
Committee Member)Soji Sakai

Outside Director(Audit and Supervisory
Committee Member)●

Taeko Kojima

Director(Audit and Supervisory
Committee Member)

●

●

●
●

●

12

International
business

●

●

●
●

Marketing

●
●

●

●

●

●

●