This document has been translated from the Japanese original for reference purposes only. In the event of any discrepancy bet ween thistranslated document and the Japanese original, the original shall prevail. The Company assumes no responsibility for this translation orfor direct, indirect or any other forms of damages arising from the translation.

Securities code: 6788
June 6, 2022
To Shareholders with Voting Rights:
Shinkatsu Morisawa
President
NIHON TRIM CO., LTD.
1-8-34 Oyodonaka, Kita-ku,
Osaka, JapanNOTICE OF THE 40TH ANNUAL GENERAL MEETING OF SHAREHOLDERS
We would like to express our appreciation for your continued support and patronage.
We hereby inform you that the 40th Annual General Meeting of Shareholders of Nihon Trim Co., Ltd. (the“Company”) will be held as described below.
To prevent the spread of the novel coronavirus (COVID-19) infection, we would like to request you to
exercise in advance your voting rights in writing or via the internet as far as possible, instead of attending this
General Meeting of Shareholders.
Please review the following Reference Documents for the General Meeting of Shareholders. In
accordance with the instructions below, you are kindly asked to exercise your voting rights by 6:00 p.m.
(the end of the operating hours) on Monday, June 20, 2022, Japan time.
1. Date and Time:

Tuesday, June 21, 2022, at 10:00 a.m. Japan time

2. Place:

Kin Ballroom (4F), Hilton Osaka Hotel
1-8-8, Umeda, Kita-ku, Osaka, Japan<Notice on Suspension for Handing Out Souvenir>
The Company has suspended handing out souvenir to shareholders attending the General Meetingof Shareholders. Thank you for your understanding.
<Notice on Cancellation of Management Policy Briefing>
We had held a Management Policy Briefing after the General Meeting of Shareholders every year
so that the shareholders can deepen their understanding of the management policy of the Nippon
Trim Group (“the Group”) as well as how the Group aims to be in future. However, in order toreduce the risk of COVID-19 infection, we have decided to cancel the Management Policy Briefing
for this General Meeting of Shareholders to shorten the length of the meeting. Thank you for yourunderstanding.
3. Meeting Agenda:
Matters to be reported: 1. The Business Report and Consolidated Financial Statements and results ofaudits by the Accounting Auditor and the Audit & Supervisory Board of theConsolidated Financial Statements for the Company’s 40th Fiscal Year
(April 1, 2021–March 31, 2022)
2. Non-consolidated Financial Statements for the Company’s 40th Fiscal Year
(April 1, 2021–March 31, 2022)
Proposals to be resolved:
Proposal 1:
Appropriation of Surplus
Proposal 2:
Partial Amendments to the Articles of Incorporation
Proposal 3:
Election of Six (6) Directors
Proposal 4:
Election of One (1) Substitute Audit & Supervisory Board Member-1-4. Disclosure via the Internet
Among the documents provided by the Company, the following items have been posted on the Company’s
website (https://www.nihon-trim.co.jp) in accordance with laws and regulations and Article 17 of the Articles
of Incorporation of the Company, and, accordingly, are not contained in this document.
(1) System to Ensure Operational Adequacy and Status of Operation of the System in the Business Report(2) Consolidated Statement of Changes in Equity and Notes to the Consolidated Financial Statements in theConsolidated Financial Statements(3) Non-consolidated Statement of Changes in Equity and Notes to the Non-consolidated Financial
Statements in the Non-consolidated Financial Statements
Therefore, this Notice document is part of the Consolidated Financial Statements and the Non-consolidated
Financial Statements audited by the Accounting Auditor in preparing the Accounting Audit Report as well aspart of the Business Report, the Consolidated Financial Statements and the Non-consolidated Financial
Statements audited by the Audit & Supervisory Board Members and the Audit & Supervisory Board in
preparing the Audit Report.

When attending the General Meeting of Shareholders, please submit the enclosed Voting Rights Exercise
Form at the reception desk.
Any revisions to the Reference Documents for the General Meeting of Shareholders, the Business Report,
the Consolidated Financial Statements, or the Non-consolidated Financial Statements will be posted on the
Company’s website (https://www.nihon-trim.co.jp).

-2-Reference Documents for the General Meeting of Shareholders
Proposals and References
Proposal 1:

Appropriation of Surplus

The Company proposes the following appropriation of surplus.
1.

Matters concerning the year-end dividend
Based on a comprehensive consideration of the business results for the fiscal year under review and thecurrent financial position of the Company, the Company proposes the year-end dividend for the 40th fiscal
year as follows.
(1) Type of dividend assets
Cash(2) Allocation of dividend assets to shareholders and total amount of dividends
Amount per share of common stock¥60
Total amount of dividends¥460,044,240(3) Effective date of distribution of surplus
June 22, 2022

2.

Matters concerning other appropriation of surplus
Retained earnings will be used for investment to improve the corporate value and to strengthen the
management foundation for future active business development. The Company therefore proposes otherappropriation of surplus as follows.
(1) Items and amount of surplus to decrease
Retained earnings brought forward¥100,000,000(2) Items and amount of surplus to increase
Voluntary retained earnings¥100,000,000-3-Proposal 2:

Partial Amendments to the Articles of Incorporation

1. Reasons for the Proposal(1) In preparation for the new management structure, necessary changes shall be made to the convocation authority
and chairperson of the General Meeting of Shareholders and Board of Directors meetings of the Company, andnecessary changes will be made to the selection of Directors with special titles.
(2) The amended provisions stipulated in the proviso of Article 1 of the supplementary provisions of the “ActPartially Amending the Companies Act” (Act No. 70 of 2019) will be enforced on September 1, 2022.
Accordingly, in order to prepare for the introduction of the system for electronic provision of materials forgeneral meetings of shareholders, the Articles of Incorporation of the Company shall be amended as follows.
(1) The proposed Article 17, Paragraph 1 provides that information contained in the reference materials for thegeneral meeting of shareholders, etc. shall be provided electronically.
(2) The purpose of the proposed Article 17, Paragraph 2 is to establish a provision to limit the scope of mattersto be included in the paper copy to be sent to shareholders who have requested it.
(3) The provisions related to the Internet disclosure and deemed provision of the reference materials for thegeneral meeting of shareholders, etc. (Article 17 of the current Articles of Incorporation) will become
unnecessary and will therefore be deleted.
(4) In line with the above establishment and deletion of the provisions, supplementary provisions related to theeffective date, etc. shall be established.
2. Details of amendments
The details of the amendments are as follows.
(Amended parts are underlined.)
Current Articles of Incorporation
Proposed Amendments(Person Who Calls General Meetings of(Person Who Calls General Meetings ofShareholders and Chairperson)
Shareholders and Chairperson)
Article 14 Except when specified otherwise by laws Article 14 Except when specified otherwise by laws
and regulations, General Meetings ofand regulations, General Meetings ofShareholders are called by the President
Shareholders are called by the Chairman
and meetings are chaired by him/her.
or the President and meetings are chaired
However, in the event that the President
by them. However, in the event that theis unable to serve, or in the event of a
Chairman or the President are unable tovacancy, another Director shall takeserve, or in the event of a vacancy,
his/her place in the order determined inanother Director shall take their place inadvance by the Board of Directors.
the order determined in advance by the
Board of Directors.
(Internet Disclosure and Deemed Provision ofReference Materials for the General Meeting of
Shareholders, Etc.)
Article 17 The Company may, when convening a<Deleted>
general meeting of shareholders, deemthat it has provided information toshareholders pertaining to matters to be
described or indicated in the reference
documents for the general meeting ofshareholders, business report, nonconsolidated financial statements, andconsolidated financial statements, bydisclosing such information through theinternet in accordance with the provisions
provided in the Ordinance of the Ministryof Justice.

-4-Current Articles of Incorporation<Newly established>(Directors with Specific Titles)
Article 22 The Board of Directors may, by its
resolution, appoint the President,
Executive Vice President, Senior
Managing Director and Managing
Director from among the Directors.
However, the President shall be electedfrom among the Representative
Directors.
2. When a Director with specific title isappointed in accordance with thepreceding paragraph, the President andRepresentative Director shall oversee
the Company’s operations, and other
Directors shall assist the President andRepresentative Director and shalldivide the Company’s operations
among them.
3. If the President and Representative
Director is unable to perform his/herduties, another Director shall performthe duties of the President andRepresentative Director in the order
determined in advance by the Board of
Directors.
(Person Who Calls Board of Directors Meetings andChairperson)
Article 23 Except when specified otherwise bylaws and regulations, Board of Directors
meetings are called by the President andRepresentative Director and meetings
are chaired by him/her. However, in theevent that the President andRepresentative Director is unable toserve, or in the event of a vacancy,
another Director shall take his/her placein the order determined in advance by
the Board of Directors.

-5-

Proposed Amendments(Measures for Electronic Provision, etc.)
Article 17 The Company shall, when convening ageneral meeting of shareholders, provide
information contained in the reference
documents for the general meeting ofshareholders, etc. electronically.
2. Among the matters to be provided
electronically, the Company may
choose not to include all or part of thematters stipulated in the Ordinance ofthe Ministry of Justice in the paper
copy to be sent to shareholders who
have requested it by the record date forvoting rights.
(Directors with Specific Titles)
Article 22 The Board of Directors may, by its
resolution, elect the Chairman,
President, Executive Vice President,
Senior Managing Director, Managing
Director and other Directors withspecific titles from among the Directors.
2. When a Director with specific title isappointed in accordance with thepreceding paragraph, the Chairman and
the President shall oversee theCompany’s operations, and other
Directors shall assist the Chairman and
the President and shall divide theCompany’s operations among them.
3. If the Chairman or the President are
unable to perform their duties, another
Director shall perform the duties of the
Chairman or the President in the order
determined in advance by the Board of
Directors.
(Person Who Calls Board of Directors Meetings andChairperson)
Article 23 Except when specified otherwise bylaws and regulations, Board of Directors
meetings are called by the Chairman or
the President and meetings are chairedby them. However, in the event that the
Chairman or the President are unable toserve, or in the event of a vacancy,
another Director shall take their place inthe order determined in advance by the
Board of Directors.

Current Articles of Incorporation<Newly established>

Proposed Amendments(Supplementary provisions)
1. The amendment to Article 17 of the
Articles of Incorporation shall come into
effect on September 1, 2022, which isthe date of enforcement of the amended
provisions stipulated in the proviso of
Article 1 of the supplementaryprovisions of the Act Partially Amending
the Companies Act (Act No. 70 of 2019)(the “Effective Date”).
2. Notwithstanding the provisions of thepreceding paragraph, Article 17 (Internet
Disclosure and Deemed Provision ofReference Materials for the General
Meeting of Shareholders, Etc.) of thecurrent Articles of Incorporation shallremain in force for general meetings ofshareholders to be held before the end of
February 2023.
3. These supplementary provisions shall bedeleted after the lapse of six months
from the Effective Date or the lapse of
three months from the date of the general
meeting of shareholders set forth in thepreceding paragraph, whichever is later.

-6-

Proposal 3:

Election of Six (6) Directors

The terms of office of all the current six (6) Directors will expire at the closing of this Annual General Meeting of
Shareholders. Therefore, the Company requests the election of six (6) candidates.
The candidates for Directors are as follows.
No.

Name
(Date of birth)

Career summary and current positions & responsibilities at the Company(Significant concurrent positions)
June 1982

1

Shinkatsu Morisawa(October 8, 1944)[Reappointment]

Mr. Shinkatsu Morisawa has accumulated extensive management
experience as President since the foundation of the Company. He still
exercises leadership as general manager of the Company and the Group.
The Company therefore requests his election as Director to utilize his
capability and experience for the management of the Company and theGroup.
May 2007

Joined the Company

June 2007

Executive Officer, General Manager of Administration
Division
Senior Executive Officer, General Manager of
Administration Division
Senior Managing Director, General Manager of
Administration Division
Senior Managing Director, Deputy General Manager
of Sales Division
Senior Managing Director, Deputy General Manager
of Sales Division and General Manager of Operations
Department
Senior Managing Director, Deputy General Manager
of Sales Division
Senior Managing Director, General Manager of
Administration Division
Senior Managing Director, General Manager of Sales
Division (current position)

June 2008
January 2009
October 2009
2

[Reappointment]

Established the Company
President (current position)[Reason for nomination]

April 2008

Kojiro Oda(November 17, 1956)

Number of sharesof the Company
held

December 2009
July 2014
April 2018

[Reason for nomination]
Mr. Kojiro Oda has great achievements in the administration and sales
divisions and extensive management experience as Director. He still
exercises leadership as management of the Company and the Group. The
Company therefore requests his election as Director to utilize his capability
and experience for the management of the Company and the Group.

-7-

1,230,280 shares– shares

No.

Name
(Date of birth)

Career summary and current positions & responsibilities at the Company(Significant concurrent positions)
March 2003

Joined the Company

April 2013

General Manager of Business Strategy &Management Department
Executive Officer, General Manager of Business
Strategy & Management Department
Director, General Manager of Business Strategy &Management Department
Director, General Manager of Administration Division
and General Manager of Business Strategy &Management Department
Senior Managing Director, General Manager of
Administration Division and General Manager ofBusiness Strategy & Management Department(current position)

January 2014
June 2017
April 20183

Norio Tahara(May 20, 1972)[Reappointment]

April 2019

[Reason for nomination]
Mr. Norio Tahara has great achievements in management strategies,
budgeting and investor relations (IR) activities of the whole Group in thecorporate planning division. The Company therefore requests his election
as Director to further strengthen the management scheme and improve thecorporate value.

-8-

Number of sharesof the Company
held12,800 shares

No.

Name
(Date of birth)

Career summary and current positions & responsibilities at the Company(Significant concurrent positions)November 1987

Joined the Company

June 2003

Director, Nagoya Branch Manager

April 2006

Director, Supervising DS/HS Division and General
Manager of Head Office Sales Department
Managing Director, Supervising DS/HS Division

April 2007
April 2008

4

Yoshimi Nishitani(December 24, 1958)[Reappointment]

January 2009Managing Director, Supervising DS/HS Division andGeneral Manager of Head Office Sales Department
Managing Director, Nagoya Branch Manager

October 2009Managing Director, Tokyo Branch Manager

April 2011

Managing Director, Nagoya Branch Manager

April 2012Managing Director, Tokyo Branch Manager

July 2014

Managing Director, General Manager of Sales
Division and Tokyo Branch Manager
Managing Director, General Manager of Sales
Division and General Manager of Head Office Sales
Department
Managing Director, General Manager of Sales
DivisionManaging Director, Deputy General Manager of Sales
Division and General Manager of DS Division
Managing Director, Deputy General Manager of Sales
Division, General Manager of DS Division, andTokyo Branch Manager
Managing Director, Deputy General Manager of Sales
Division, General Manager of DS Division, andGeneral Manager of Head Office Sales Department(current position)

April 2016
April 2017
April 2018
April 2019
April 2022

[Reason for nomination]
Mr. Yoshimi Nishitani has great achievements in the sales division andextensive management experience as Director. He still exercises
leadership as management of the Company. The Company therefore
requests his election as Director to utilize his capability and experience
for the management of the Company.

-9-

Number of sharesof the Company
held

7,900 shares

No.

Name
(Date of birth)

Career summary and current positions & responsibilities at the Company(Significant concurrent positions)
April 1990

July 2011

Joined the Ministry of Health and Welfare (current
Ministry of Health, Labour and Welfare)Counsellor, The Fund reorganized into theOrganization for Pharmaceutical Safety and Research(OPSR) (current Pharmaceutical and Medical Devices
Agency (PMDA))
Head, Health and Safety Office, Employee Welfare
Section, Bureau of Remuneration and Employment
Environment, National Personnel Authority
Director, Blood and Blood Products Division、
Pharmaceutical and Food Safety Bureau, Ministry of
Health, Labour and Welfare (MHLW)
Director, Tuberculosis and Infectious Diseases Control
Division, Health Service Bureau, MHLWManager, Narita Airport Quarantine Station, MHLW

April 2014

Director, Japan Community Health care Organization

April 2016

Deputy Director, MHLW (in charge of Community
Health Care) and Cabinet Official (Attached toAssistant Chief Cabinet Secretary)
Resigned from MHLWJanuary 2001

August 2002
July 2009
July 2010

Midori Kamei(December 23, 1959)
5[Reappointment][Outside]

June 2016
August 2016
June 2019

Professor of Social Medicine, Faculty of Medicine,
Saitama Medical University (current position)
Outside Director, the Company (current position)[Reason for nomination and overview of expected role]
Although Ms. Midori Kamei has not been directly involved in corporate
management, she has extensive experience of long involvement in thegovernment administration in the Ministry of Health, Labour and Welfare
as well as broad knowledge and insight in medical care. The Company
expects her to give advice from a medical professional’s position on thegeneral management of the Company, which primarily manufacturers andsells household medical devices with an aim at being a global medical
company in the “living with COVID-19 era,” and to strengthen thecorporate governance from an independent position, contributing to theenhancement of the corporate value of the Group. The Company therefore
requests her election as Outside Director.

- 10 -

Number of sharesof the Company
held– shares

No.

Name
(Date of birth)

Career summary and current positions & responsibilities at the Company(Significant concurrent positions)1970-2000

Mitsubishi Heavy Industries, Ltd.

1972-1977

Japan Football National Team member(played in 44 International “A” Matches)
Director, Japan Football Association

1992-2000
2000-2006

Kuniya Daini(October 12, 1944)
6[Reappointment][Outside]2003-2009

Executive Managing Director, Japan Football
Association
Vice President, Japan Football Village CO, INC.

2006-2012

President, Japan Futsal Federation

2006-2012

Vice President, Japan Football Association

2007-2012

COO, Japan Futsal League (F. League)

2012-20162012-2016

President, Japan Football Association
Member, FIFA Associations Committee

2016-2020

Honorary President, Japan Football Association

2016-

Director, Japan Football Museum (current position)

2020-

Supreme Advisor, Japan Football Association(current position)
Outside Director, the Company (current position)

2021-

Number of sharesof the Company
held– shares[Reason for nomination and overview of expected role]
Mr. Kuniya Daini has long led the Japan’s football world and has
extensive experience and broad knowledge and insight as top
management of a public interest incorporated foundation and as
management of corporations. The Company expects him to give advice on
the general management of the Company that aims to be a global medical
company in this age where the sustainable development goals (SDGs) arehighlighted and to put effort into strengthening the corporate governancefrom an independent position, contributing to the enhancement of thecorporate value of the Group. The Company therefore requests hiselection as Outside Director.
Notes: 1. No special interests exist between the candidates and the Company.
2. Ms. Midori Kamei and Mr. Kuniya Daini are candidates for Outside Directors. The Company has reported them as
Independent Officers to the Tokyo Stock Exchange.
3. The term of office of Ms. Midori Kamei as Outside Director of the Company will be three (3) years at the closing of
this Annual General Meeting of Shareholders. The term of office of Mr. Kuniya Daini as Outside Director of theCompany will be one (1) year at the closing of this Annual General Meeting of Shareholders.
4. The Company has entered into an agreement with Ms. Midori Kamei and Mr. Kuniya Daini that compensates fortheir liability if they are without knowledge and are not grossly negligent in fulfilling the liability provided in Article
423, Paragraph 1 of the Companies Act. The limit of the liability under such agreement is the minimum liability
amount stipulated by laws and regulations. If the reappointment of both of the candidates is approved, the Company
will continue these liability limitation agreements.
5. The Company has entered into a directors and officers liability insurance with an insurance company as stipulated in
Article 430-3, Paragraph 1 of the Companies Act, with all Directors to be insured. The insurance will compensate forany legal damage and litigation cost incurred by the insured. When this Proposal is approved and passed, and thecandidates assume the office of Director or are reappointed, they will be insured under the insurance contract. The
Company intends to renew these insurance contracts within the term of office of the Directors related to this
Proposal.

- 11 -

(Reference) Skill Matrix
Name

Shinkatsu Morisawa

Corporate
Sales/ Manufacturing/
management Marketing Quality control○

Kojiro Oda
Norio Tahara○

Yoshimi Nishitani

○
○
○

○
○

○
○

○
○

○
○
○

○

Akihiko Kanzaki
Tetsushi Shinoda○○○

Midori Kamei
Kuniya Daini

R&D

Finance/
Human Accounting/ Legal/ Risk
ESG/
resources
Internal management Sustainability
control○○

Katsusuke Kuwahara- 12 -

○
○
○

○
○
○

○
○
○
○
○
○
○
○
○

Proposal 4:

Election of One (1) Substitute Audit & Supervisory Board Member

In case the number of Audit & Supervisory Board Members falls short of that required by laws and regulations, theCompany requests the election of one (1) substitute Audit & Supervisory Board Member.
The effectiveness of the election may be canceled by a resolution of the Board of Directors with the consent of
the Audit & Supervisory Board, provided it is before his appointment.
The Audit & Supervisory Board has given its prior consent to this Proposal.
The candidate for substitute Audit & Supervisory Board Member is as follows.
Name(Date of birth)

Career summary and current positions & responsibilities at the Company(Significant concurrent positions)
April 1976

April 2001

Joined The Taiyo Kobe Bank, Limited (current Sumitomo
Mitsui Banking Corporation (SMBC))Manager, Sumiyoshi Branch, The Sakura Bank, Limited(current SMBC)Manager of Channel Reform, The Sakura Bank, Limited(current SMBC)Manager of Midosuji Corporate Sales Division #1, SMBC

April 2004

Manager of Sales Promotion, The Minato Bank, Ltd.

June 2005

June 2011

Executive Officer, Manager of Sales Promotion, The Minato
Bank, Ltd.
Executive Officer, Manager of Sales Management andManager of Capital Operation Support, The Minato Bank,
Ltd.
Full-time Audit & Supervisory Board Member, The Minato
Bank, Ltd.
President, MINATO CARD CO., LTD.

June 2016

Outside Audit & Supervisory Board Member, the Company

June 2020

Outside Audit & Supervisory Board Member, the Company(resigned)

October 1995
April 1999

April 2008
Masataka Imahashi(September 22, 1953)

June 2008

Number ofshares of theCompany held

– shares[Reason for nomination]
Mr. Masataka Imahashi used to be Outside Audit & Supervisory Board Memberof the Company. In addition to the proven adequate results of activities as
Outside Audit & Supervisory Board Member, he has expertise accumulated infinancial institutions as director. The Company therefore requests his election as
substitute Outside Audit & Supervisory Board Member to strengthen the audit
system of the Company by utilizing his career and expertise.
Notes: 1. No special interests exist between the candidate and the Company.
2. Mr. Masataka Imahashi is a candidate for substitute Outside Audit & Supervisory Board Member. If Mr. Masataka
Imahashi assumes the office of Outside Audit & Supervisory Board Member, he will be an independent officer as
stipulated under the Tokyo Stock Exchange guideline.
3. If Mr. Masataka Imahashi assumes the office of Outside Audit & Supervisory Board Member, the Company willenter into an agreement with him that compensates for his liability if he is without knowledge and is not grossly
negligent in fulfilling the liability provided in Article 423, Paragraph 1 of the Companies Act. The limit of theliability under such agreement is the minimum liability amount stipulated by laws and regulations.
4. The Company has entered into a directors and officers liability insurance with an insurance company as stipulated in
Article 430-3, Paragraph 1 of the Companies Act, with all Audit & Supervisory Board Members to be insured. The
insurance will compensate for any legal damage and litigation cost incurred by the insured. If Mr. Masataka
Imahashi assumes the office of Audit & Supervisory Board Member, he will be insured under the insurance contract.

- 13 -