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 10, 2024
Start of electronic access: June 3, 2024
To Shareholders with Voting Rights:
Shinkatsu Morisawa
Chairman and CEO
NIHON TRIM CO., LTD.
1-8-34 Oyodonaka, Kita-ku,
Osaka, JapanNOTICE OF THE 42ND ANNUAL GENERAL MEETING OF SHAREHOLDERS
We would like to express our appreciation for your continued support and patronage.
We hereby inform you that the 42nd Annual General Meeting of Shareholders of Nihon Trim Co., Ltd. (the“Company”) will be held as described below.
When convening this General Meeting of Shareholders, the Company has taken measures for providing
information in electronic format (the “electronic provision measures”) and has posted the matters subject tothe electronic provision measures on the following website as the “Notice of the 42nd Annual General
Meeting of Shareholders,” and “Other matters subject to the electronic provision measures (matters for which
delivery of documents is omitted).”Nihon Trim website
https://www.nihon-trim.co.jp/english/ir/convocation/
In addition to this website, information distributed electronically can be viewed on the following website.
Tokyo Stock Exchange website (Tokyo Stock Exchange listed company search service)https://www2.jpx.co.jp/tseHpFront/JJK020010Action.do
After accessing this website, enter either “Nihon Trim” in the company name box or “6788” in the
securities code box and click search. Then select “Basic information” and then “Documents for public
inspection/PR information.”
If you do not attend this meeting, you are able to submit your votes by using the internet or postal mail.
Please review the following Reference Documents for the General Meeting of Shareholders in the information
distributed electronically. In accordance with the instructions below, you are kindly asked to exercise yourvoting rights by 6:00 p.m. (the end of the operating hours) on Monday, June 24, 2024, Japan time.

-1-1. Date and Time:

Tuesday, June 25, 2024, at 10:00 a.m. Japan time

2. Place:

Kin Ballroom (4F), Hilton Osaka Hotel
1-8-8, Umeda, Kita-ku, Osaka, Japan

3. Meeting Agenda:
Matters to be reported: 1. The Business Report, Consolidated Financial Statements, and results ofaudits by the Accounting Auditor and the Audit & Supervisory Board of theConsolidated Financial Statements for the Company’s 42nd Fiscal Year
(April 1, 2023–March 31, 2024)
2. Non-consolidated Financial Statements for the Company’s 42nd Fiscal
Year (April 1, 2023–March 31, 2024)
Proposals to be resolved:
Proposal 1:
Appropriation of Surplus
Proposal 2:

Election of Five (5) Directors

Proposal 3:

Election of Three (3) Audit & Supervisory Board Members

Proposal 4:

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

Proposal 5:

Payment of Retirement Bonus to a Retiring Director

When attending the General Meeting of Shareholders, please submit the enclosed Voting Rights Exercise
Form at the reception desk.
If you do not indicate your approval or disapproval for the proposals on the Voting Right Exercise Form,
the Company will assume that you have voted in favor of the proposal.
The following items are not included in the paper document sent to shareholders who requested thedelivery of documents in accordance with law and regulations and Article 17 of the Articles of Incorporationof the Company. Consequently, the paper document will be only part of the documents that are subject toexaminations for the preparation of audit reports by the Accounting Auditor and the Audit & Supervisory
Board.

System to Ensure Operational Adequacy and Status of Operation of the System in the Business ReportConsolidated Statement of Changes in Equity and Notes to the Consolidated Financial Statements in
the Consolidated Financial Statements

Non-consolidated Statement of Changes in Equity and Notes to the Non-consolidated Financial
Statements in the Non-consolidated Financial Statements
If there are revisions to information provided electronically, the revised information will be posted on thewebsites used to provide this information.

-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.
Matters concerning the year-end dividend
In order to sustainably increase shareholder value, the Company pays progressive dividends while ensuring
financial soundness, with a standard DOE (dividend on equity ratio) of 3% in our basic policy on capital policy, as
long as there is no significant impact on business performance
Regarding the year-end dividend for the 42nd fiscal year, the Company proposes an ordinary dividend of ¥85 pershare (DOE 3.0%).
(1) Type of dividend assets
Cash(2) Allocation of dividend assets to shareholders and total amount of dividends
Amount per share of common stock¥85
Total amount of dividends¥688,323,370(3) Effective date of distribution of surplus
June 26, 2024

-3-

Proposal 2:

Election of Five (5) Directors

The terms of office of all the current six (6) Directors will expire at the closing of this Annual General Meeting of
Shareholders. Accordingly, to enable a more efficient management system, the Company proposes to reduce thenumber of Directors by one (1) and to elect five (5) Directors.
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
June 2022

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.
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
President (current position)

June 2017
April 2018

2

[Reappointment]

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

January 2014

Norio Tahara(May 20, 1972)

Number of sharesof the Company
heldApril 2019
June 2022[Reason for nomination]
Mr. Norio Tahara has great achievements in planning of management
strategies and budgeting as well as in investor relations (IR) activities of
the whole Group in the corporate planning division. He has demonstrated
leadership as President and Representative Director of the Company sinceJune 2022. The Company therefore requests his election as Director toutilize his capability and experience for the management of the Company
and the Group.

-4-

1,230,280 shares

12,800 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
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
Managing Director, General Manager of Sales
Division, General Manager of DS Division, andGeneral Manager of Head Office Sales Department
Senior Managing Director, General Manager of Sales
Division, General Manager of DS Division, andGeneral Manager of Head Office Sales Department
Senior Managing Director, General Manager of Sales
Division
Senior Managing Director, General Manager of Sales
Division and General Manager of SS Division(current position)

April 2016
April 20173

Yoshimi Nishitani(December 24, 1958)

April 2018
April 2019

[Reappointment]
April 2022
June 2022
March 2023
April 2023
April 2024

[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.

-5-

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, Organization for Pharmaceutical Safety
and Research (OPSR) (current Pharmaceutical andMedical 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)
4[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]
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 and to strengthen the corporate governance from an independent
position, contributing to the enhancement of the corporate value of theGroup. The Company therefore requests her election as Outside Director.

-6-

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)
5[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

2016-2024

Director, Japan Football Museum

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]
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 five (5) 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 three (3) years 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.

-7-

Proposal 3:

Election of Three (3) Audit & Supervisory Board Members

The terms of office of all the current three (3) Audit & Supervisory Board Members will expire at the closing of thisAnnual General Meeting of Shareholders. Therefore, the Company requests the election of three (3) candidates.
The Audit & Supervisory Board has given its prior consent to this Proposal.
The candidates for Audit & Supervisory Board Members are as follows.

No.

Name
(Date of birth)

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

Joined Tohmatsu Touche Ross Consulting

April 1993

Resigned from Tohmatsu Touche Ross Consulting

October 1994

Joined Asahi Audit Corporation (current KPMG
AZSA LLC)
Registered as a Certified Public Accountant

April 1998
1

Akihiko Kanzaki(August 29, 1966)[Reappointment]

May 2010
July 2021

Partner in Asahi Audit Corporation (current KPMG
AZSA LLC)
Full-time Audit & Supervisory Board Member of theCompany (current position)

Number of sharesof the Company
held– shares[Reason for nomination]
Mr. Akihiko Kanzaki has expertise accumulated in audit corporations.
The Company therefore requests his election as an Audit & Supervisory
Board Member to strengthen the audit system of the Company byutilizing his career and expertise.
April 1983
April 1988
April 1997
April 2012
June 2018
Yuki Uchiyama(October 31, 1959)
2[New][Outside]

June 2019
June 2022
April 2023

Joined Burroughs Corporation (current BIPROGYInc.)
Moroccan National Tourist Office
Registered at Osaka Bar Association
Joined Ohmizu & Partners (later Ohmizu Sogo Law
Office)Ohmizu & Partners (Partner)
TMI Associates Osaka Office (Counsel) (current
position)
Outside auditor of Maruichi Steel Tube Ltd. (current
position)
Outside director of Nippon Seisen Co., Ltd. (current
position)
Qualified as CFE, Certified Fraud Examiner[Significant concurrent positions]
TMI Associates Osaka Office (Counsel)
Outside auditor of Maruichi Steel Tube Ltd.
Outside director of Nippon Seisen Co., Ltd.
[Reason for nomination]
Ms. Yuki Uchiyama has expertise as an attorney and experience as an
outside auditor of other companies. The Company therefore requests her
election as an Outside Audit & Supervisory Board Member to strengthen
the audit system of the Company by utilizing her career and expertise.

-8-– shares

No.

Name
(Date of birth)

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

Number of sharesof the Company
heldApril 1984

Kenichiro Yamagishi(September 24, 1961)
3[New][Outside]

Joined Taiyo Kobe Bank (current Sumitomo Mitsui
Banking Corporation)
April 2007
General Manager, Corporate Planning Department,
SMBC Friend Securities Co., Ltd. (current SMBC
Nikko Securities Inc.)
April 2010
Manager, Kobe Corporate Sales Division #3,
Sumitomo Mitsui Banking Corporation
May 2014
Executive Officer, Director of Tokyo System Sales,
SAKURA KCS Corporation
April 2015
Executive Officer, Director of Tokyo Industrial
Business, SAKURA KCS Corporation
October 2018
Executive Officer, Director of Human Resources,
Manager of Human Resource Development in Human
Resource Unit, SAKURA KCS Corporation
April 2020
Managing Executive Officer, Director of Human
Resources, Manager of Human Resource Developmentin Human Resource Unit, SAKURA KCS Corporation
April 2021
Managing Executive Officer, Director of Human
Resources, SAKURA KCS Corporation
April 2022
Managing Executive Officer, Director of Human
Resources, Manager of Healthcare Promotion Office,
SAKURA KCS Corporation
April 2024
Managing Executive Officer, Business Administration,
SAKURA KCS Corporation (current position)[Significant concurrent position]
Managing Executive Officer, SAKURA KCS Corporation– shares[Reason for nomination]
Mr. Kenichiro Yamagishi has extensive business experience in financial
institutions and expertise gained as an executive officer of anothercompany. The Company therefore requests his election as an Outside Audit& Supervisory Board Member to strengthen the audit system of theCompany by utilizing his career and expertise.
Notes: 1. No special interests exist between the candidates and the Company.
2. Ms. Yuki Uchiyama and Mr. Kenichiro Yamagishi are candidates for Outside Audit & Supervisory Board Members.
If Ms. Yuki Uchiyama and Mr. Kenichiro Yamagishi assume the office of Outside Audit & Supervisory Board
Members, they will be independent officers as stipulated under the Tokyo Stock Exchange guideline.
3. The Company will enter into an agreement with Ms. Yuki Uchiyama and Mr. Kenichiro Yamagishi that compensates
for their 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.
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. When this Proposal isapproved and passed, and the candidates assume the office of Outside Audit & Supervisory Board Member, they will
be insured under the insurance contract. The Company intends to renew these insurance contracts within the term ofoffice of the Outside Audit & Supervisory Board Members related to this Proposal.

-9-

(Reference) Skill Matrix
Name

Shinkatsu Morisawa
Norio Tahara
Yoshimi Nishitani

Corporate
Sales/
Manufacturing/
management Marketing Quality control

○
○
○

○

○
○

○
○

Human
Finance/ Legal/ Risk
ESG/
resources Accounting management Sustainability

○
○
○

○

○

Midori Kamei
Kuniya Daini

R&D

○
○

○
○

Akihiko Kanzaki○○

Yuki Uchiyama
Kenichiro Yamagishi- 10 -

○

○
○
○

○
○
○
○
○
○
○
○

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.

- 11 -

Proposal 5:

Payment of Retirement Bonus to a Retiring Director

Mr. Kojiro Oda will retire as a Director upon expiration of his term of office at the closing of this Annual General
Meeting of Shareholders. In recognition of his outstanding service during his term, the Company proposes to pay him
a retirement bonus within a reasonable amount in accordance with the standards prescribed by the Company. The
Company requests that the details including the specific amount, timing and method of payment be left to thediscretion of the Board of Directors.
The Company considers this proposal to the General Meeting of Shareholders reasonable, because the Board of
Directors decided it in accordance with the Rules on Retirement Bonuses for Directors and Audit & Supervisory
Board Members.
The career summary of the retiring Director is as follows.
Name
Kojiro Oda

Career summary
June 2008

Senior Managing Director (current position)- 12 -