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, theoriginal shall prevail. The Company assumes no responsibility for this translation or for direct, indirect
or any other forms of damages arising from the translation.
Securities code: 6915
March 8, 2019
To Shareholders with Voting Rights:
Akira Sato
President
CHIYODA INTEGRE CO., LTD.
4-5 Akashi-cho, Chuo-ku, Tokyo, JapanNOTICE OF CONVOCATION OF
THE 63RD ORDINARY GENERAL MEETING OF SHAREHOLDERS
We would like to express our appreciation for your continued support and patronage.
You are cordially invited to attend the 63rd Ordinary General Meeting of Shareholders of CHIYODA INTEGRE
CO., LTD. (the “Company”). The meeting will be held for the purposes as described below.
If you are unable to attend the meeting, you can exercise your voting rights in writing. Please review theattached Reference Documents for the General Meeting of Shareholders, indicate your vote for or against each
proposal on the enclosed Voting Rights Exercise Form and return it so that it is received by 5:30 p.m. on
Wednesday, March 27, 2019, Japan time.
1. Date and Time:
2. Place:

Thursday, March 28, 2019 at 10:00 a.m. Japan time
Hall ‘PRIMAVERA,’ 4th floor of Dai-Ichi Hotel Tokyo located at
1-2-6 Shimbashi, Minato-ku, Tokyo, Japan

3. Meeting Agenda:
Matters to be reported: 1. Business Report, Consolidated Financial Statements for the Company’s 63rd
Fiscal Year (January 1, 2018 - December 31, 2018) and results of audits by the
Accounting Auditor and the Audit & Supervisory Board of the Consolidated
Financial Statements
2. Non-consolidated Financial Statements for the Company’s 63rd Fiscal Year
(January 1, 2018 - December 31, 2018)
Proposal to be resolved:
Appropriation of Surplus
Proposal 1:
Election of Ten (10) Directors
Proposal 2:
Election of Three (3) Audit & Supervisory Board Members
Proposal 3:
Election of One (1) Substitute Audit & Supervisory Board Member
Proposal 4:~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~
◎
◎

◎
◎

When attending the meeting, please submit the enclosed Voting Rights Exercise Form at the reception. Please bring thisNotice with you to save resources.
Should the Reference Documents for the General Meeting of Shareholders, Business Report, Non-consolidated
Financial Statements and Consolidated Financial Statements require revisions, they will be posted on the Company’s
website (http://www.chiyoda-i.co.jp/).
Please be advised that souvenirs are not prepared for attending shareholders.
Among all the documents to be attached to this Notice, the System to Ensure the Appropriateness of Business Operationsin the Business Report, Notes to the Consolidated Financial Statements and Notes to the Non-consolidated Financial
Statements are posted on the Company’s website (http://www.chiyoda-i.co.jp/) in accordance with provisions of laws
and regulations as well as Article 15 of the Company’s Articles of Incorporation. Therefore, the Appendix of this Noticecomprises a portion of the documents that were audited when the Audit & Supervisory Board Members and the
Accounting Auditor prepared the Audit Report.

-1-Reference Documents for the General Meeting of Shareholders
Proposals and References
Proposal 1:
Appropriation of Surplus
The Company considers profit returns to shareholders an important management task and makes it a basic
policy to aim for a dividend payout ratio of 35% or more for the three (3) years from the fiscal year ended
December 31, 2016 to the fiscal year ended December 31, 2018.
Based on the above policy, the Company proposes the year-end dividend for this fiscal year to be ¥100
per share as follows, which will render the dividend payout ratio to be 61.4%.
(1) Type of dividend property:
Cash(2) Matters regarding the allocation of dividend property to shareholders and the total amount thereof:¥100 per share of common stock of the Company
Total amount: ¥1,273,952,700(2) Effective date of distribution of surplus:
March 29, 2019-2-

Proposal 2:

Election of Ten (10) Directors

The term of office of all the ten (10) Directors will expire at the conclusion of this meeting. Accordingly,
the Company proposes the election of ten (10) Directors.
The candidates for Director are as follows.
No. 1

Mitsuaki Koike

Date of birth: January 5, 1951

Attendance at Board of Directors meetings:
100% (13 out of 13 meetings)

Reappointment

Number of shares of the Company held:
93,251 shares

Career summary, positions, responsibilities and significant concurrent positions
March 1969
Joined the Company
September 1982
CHIYODA FELT CO. (S) PTE. LTD. (presently CHIYODA INTEGRE CO. (S) PTE. LTD.)
September 1990
Managing Director, CHIYODA FELT CO. (S) PTE. LTD.
November 1999
Director, the Company
November 2001
Managing Director
November 2002
President
March 2017
Chairman (to present)
Reasons for selection as a candidate for Director
Mr. Mitsuaki Koike has served as President, leading the operation of the Group. The Company expects that it can strengthen
the effectiveness of the decision-making and supervisory functions of its Board of Directors by leveraging his insight andexperience in business overall. Therefore, the Company proposes his re-election as a Director.
No. 2

Akira Sato

Date of birth: April 2, 1956

Attendance at Board of Directors meetings:
100% (13 out of 13 meetings)

Reappointment

Number of shares of the Company held:
31,580 shares

Career summary, positions, responsibilities and significant concurrent positions
March 1975
Joined the Company
March 2001
Managing Director, CHIYODA INTEGRE CO. (S) PTE. LTD.
September 2008
General Manager, Overseas Department, the Company
November 2008
Director
November 2010
General Manager, Overseas Business
November 2011
Managing Director
November 2013
Senior Managing Director
March 2017
President (to present)
Reasons for selection as a candidate for Director
Mr. Akira Sato has abundant experience and deep insight accumulated over years of service overseas, tackling managementtasks with pure enthusiasm. Since he became President in March 2017, he has been engaged in corporate management,
appropriately fulfilling his duties. Therefore, the Company proposes his re-election as a Director.
No. 3

Takumi Murasawa

Date of birth: July 21, 1960

Reappointment

Number of shares of the Company held:
10,200 shares

Attendance at Board of Directors meetings:
100% (13 out of 13 meetings)

Career summary, positions, responsibilities and significant concurrent positions
March 1983
Joined the Company
September 2005
General Manager, Japan Business
November 2006
Director
September 2010
General Manager, Development Center
September 2011
General Manager, Tokyo Branch
November 2011
Managing Director (to present)
September 2012
General Manager, Kanto Branch
January 2019
General Manager, Overseas Department (to present)
Reasons for selection as a candidate for Director
Mr. Takumi Murasawa has abundant experience and a broad personal network gained in managing the Japan business. The
Company expects that by leveraging his assets, it can promote the expansion of new business domains that will lead toenhancing its corporate value. Therefore, the Company proposes his re-election as a Director.

-3-No. 4

Hiroyasu Kanabe

Date of birth: April 23, 1960

Attendance at Board of Directors meetings:
100% (13 out of 13 meetings)

Reappointment

Number of shares of the Company held:
10,600 shares

Career summary, positions, responsibilities and significant concurrent positions
March 1984
Joined the Company
March 2002
General Manager, Toyohashi Branch
April 2009
General Manager, Tokyo Branch
September 2011
Chairman, CHIYODA INTEGRE (SUZHOU) CO., LTD.
January 2012
Area Manager, North China Area, Chairman of Local
Subsidiaries, North China Area, the Company
November 2012
Director
In charge of China Business
March 2017Managing Director (to present)
General Manager, Overseas Department
January 2019
General Manager, Product Development Department, and General Manager, Quality Assurance
Department (to present)
Reasons for selection as a candidate for Director
Mr. Hiroyasu Kanabe has abundant experience and knowledge in the Company’s mainstay department and also has insightaccumulated in the overseas business. For the further development of the Group that will lead to enhancing its corporate value,
the Company proposes his re-election as a Director.
No. 5

Mitsuru Sekiguchi

Date of birth: January 13, 1961

Attendance at Board of Directors meetings:
100% (13 out of 13 meetings)

Reappointment

Number of shares of the Company held:
14,200 shares

Career summary, positions, responsibilities and significant concurrent positions
March 1983
Joined the Company
March 2011
Area Manager, Southeast Asia
Managing Director, CHIYODA INTEGRE CO. (S) PTE. LTD.
September 2012
President, CHIYODA INTEGRE (PHILIPPINES)
CORPORATION
April 2013
Managing Director, CHIYODA INTEGRE (THAILAND) CO., LTD.
March 2017
Director (to present)
General Manager, Overseas Asia Business (to present)
Chairman, CHIYODA INTEGRE (HK) LTD.
September 2017
Chairman and Managing Director, CHIYODA INTEGRE (HK) LTD. (to present)
March 2018
Area Manager, South China Area (to present)
Reasons for selection as a candidate for Director
Mr. Mitsuru Sekiguchi has abundant business experience overseas and deep insight in global business. The Company believes
that he is qualified in the expectation that the enhancement of corporate value may be achieved by leveraging his assets.
Therefore, the Company proposes his re-election as a Director.
No. 6

Tomoharu Tsuji

Date of birth: May 5, 1959

Reappointment

Number of shares of the Company held:
1,100 shares

Attendance at Board of Directors meetings:
100% (13 out of 13 meetings)

Career summary, positions, responsibilities and significant concurrent positions

April 1982
June 2003
September 2007
March 2015
March 2017

Joined RIVER ELETEC CORPORATION
Director, General Manager, Sales Division
Joined the Company
General Manager, Sales Department, Kanto Branch
Director (to present)
General Manager, Sales Department (to present)

Reasons for selection as a candidate for Director
Mr. Tomoharu Tsuji has been strongly committed to expanding the Company’s business domain by leveraging his abundant
experience and extensive knowledge in the sales department. The Company proposes his re-election as a Director in the
expectation that it can further benefit from the display of his abilities.

-4-No. 7

Isao Murata

Reappointment

Date of birth: August 12, 1962

Attendance at Board of Directors meetings:
100% (13 out of 13 meetings)

Number of shares of the Company held:
3,580 shares

Career summary, positions, responsibilities and significant concurrent positions

March 1985
September 2012
October 2015
March 2017

Joined the Company
General Manager, Finance and Accounting Department (to present)
Audit & Supervisory Board Member, SUNFELT CO., LTD.
Director (to present)

Reasons for selection as a candidate for Director
Mr. Isao Murata has been engaged in an array of businesses in diverse fields and is well versed in the Group’s business. He isdelivering considerable results in supervising the execution of operations in the administrative department overall. The
Company believes that he is qualified with his abundant experience and achievements, and therefore proposes his re-election
as a Director.
No. 8

Hiroyuki Kato

Reappointment

Date of birth: September 14, 1960

Attendance at Board of Directors meetings:
100% (13 out of 13 meetings)

Number of shares of the Company held:
6,220 shares

Career summary, positions, responsibilities and significant concurrent positions

March 1983
September 2003
September 2012
September 2013
November 2014
January 2019

Joined the Company
General Manager, Osaka Branch
General Manager, Sales Department
General Manager, Kanto Branch
Director (to present)
General Manager, Marketing Development Department (to present)

Reasons for selection as a candidate for Director
Mr. Hiroyuki Kato has accumulated experience and achievements in promoting business growth and has significantly
contributed to expanding operations. In order to enhance corporate value in a sustainable manner by leveraging his deep insight,
the Company proposes his re-election as a Director.
No. 9

Katsumi Yanagisawa

Date of birth: January 2, 1949

Reappointment Outside Independent

Number of shares of the Company held:− shares

Attendance at Board of Directors meetings:
100% (13 out of 13 meetings)

Career summary, positions, responsibilities and significant concurrent positions

October 1973
June 2005
April 2007
July 2007
July 2010
July 2011
June 2013
November 2013

Joined TAIYO YUDEN CO., LTD.
Director, Senior Managing Officer, Chief of Sales Headquarters
Executive Director, Senior Managing Officer, Chief of Sales Headquarters
Executive Director, Chief of Sales Headquarters
Director and Senior Executive Operating Officer, in charge of Sales, Chief of Sales Headquarters
Director, Senior Executive Operating Officer, in charge of Electronic Components BusinessSpecial Advisor
Outside Director, the Company (to present)

Reasons for selection as a candidate for Outside Director
Mr. Katsumi Yanagisawa has been providing valid opinions from a fair and objective standpoint as an Outside Director of theCompany. The Company proposes his re-election as an Outside Director in the expectation that he will provide appropriate
supervision on the decision-making of the Board of Directors.
His term of office as an Outside Director of the Company will be five (5) years and four (4) months at the conclusion of thismeeting.

-5-

No. 10

Osamu Mashimo

Date of birth: July 13, 1963

Reappointment Outside Independent

Number of shares of the Company held:− shares

Attendance at Board of Directors meetings:
100% (13 out of 13 meetings)

Career summary, positions, responsibilities and significant concurrent positions

April 1986
June 2001
January 2005
March 2006
June 2012
June 2014
November 2015
February 2016

Joined Takara Co., Ltd. (presently TOMY COMPANY, LTD.)
Board Director
Board Director, Senior Executive Officer
Board Director, TOMY COMPANY, LTD.
Senior Managing Director, Head of Toy Business HQManaging Executive Officer, in charge of Group Development
Outside Director, the Company (to present)
Representative, Office Mashimo (to present)

Reasons for selection as a candidate for Outside Director
Mr. Osamu Mashimo has experience in corporate management at a listed company and operational experience inmanufacturing. The Company proposes his re-election as an Outside Director of the Company in the expectation that he will
provide valuable advice to the Board of Directors as well as contribute to the enhancement of corporate governance.
His term of office as an Outside Director of the Company will be three (3) years and four (4) months at the conclusion of thismeeting.
(Notes)1.

There are no special interests between each candidate and the Company.

2.

The Company has entered into an agreement with each of Mr. Katsumi Yanagisawa and Mr. Osamu Mashimo
to limit their liability pursuant to Article 427, Paragraph 1 of the Companies Act. The maximum amount ofliability pursuant to the agreement is the minimum amount stipulated by laws and regulations. In case of reelection, this agreement will continue to be effective.
Mr. Katsumi Yanagisawa and Mr. Osamu Mashimo are candidates for Outside Director. In addition, they are
independent directors prescribed by the Tokyo Stock Exchange.

3.

-6-

Proposal 3:

Election of Three (3) Audit & Supervisory Board Members

The term of office of all the three (3) Audit & Supervisory Board Members will expire at the conclusion ofthis meeting. Accordingly, the Company proposes the election of three (3) Audit & Supervisory Board
Members.
Consent has been obtained from the Audit & Supervisory Board regarding the submission of this proposal.
The candidates for Audit & Supervisory Board Member are as follows.
No. 1

Shigeru Onozuka

Reappointment

Date of birth: October 14, 1952

Attendance at Board of Directors
Attendance at Audit & Supervisory Board
meetings: 100% (13 out of 13 meetings) meetings: 100% (13 out of 13 meetings)

Number of shares of the Company
held: 10,600 shares

Career summary, positions and significant concurrent positions
July 1987
Joined the Company
September 2000
General Manager, Manufacturing Department, Tokyo Branch
September 2005
General Manager, Production Management Department, Tokyo Branch
September 2007
Deputy General Manager, Tokyo Branch
April 2009
General Manager, Development Technology Center
September 2010
General Manager in charge of Production, Overseas Development
October 2012
Advisor, Overseas Department
October 2014
Senior Advisor, Overseas Manufacturing, Overseas Department
November 2015
Audit & Supervisory Board Member (to present)
Reasons for selection as a candidate for Audit & Supervisory Board Member
Mr. Shigeru Onozuka has abundant experience and insight accumulated over years of operations at the Company and is wellversed in the Company’s business. The Company believes that he can adequately audit its operation, and therefore proposes
his re-election as an Audit & Supervisory Board Member.

No. 2

Katsuhiro Endo

Date of birth: January 18, 1955

Attendance at Board of Directors
Attendance at Audit & Supervisory Board
meetings: 92.3% (12 out of 13 meetings) meetings: 92.3% (12 out of 13 meetings)

Reappointment Outside Independent
Number of shares of the Company
held: 1,100 shares

Career summary, positions and significant concurrent positions

April 1978
July 2003
July 2006
August 2008
June 2010
November 2011
January 2014
April 2015
June 2015
March 2016

Joined Tokyo Regional Taxation Bureau
Professor, Research Department, National Tax College, National Tax Agency
Chief Senior Examiner (International Taxation), First Large Enterprise Examination Department,
Tokyo Regional Taxation Bureau
Representative Partner, Endo Licensed Tax Accountant Office (to present)
External Audit & Supervisory Board Member, Roland DG Corporation
Outside Audit & Supervisory Board Member, the Company (to present)
Representative Director, E-Consulting Co., Ltd. (to present)
Visiting Professor, Graduate School, Aoyama Gakuin University
Outside Audit & Supervisory Board Member, Meiji Shipping Co., Ltd. (to present)
Outside Director, Roland DG Corporation (to present)

Reasons for selection as a candidate for Outside Audit & Supervisory Board Member
Mr. Katsuhiro Endo is well versed in international taxation. In order to apply his taxation and accounting expertise andexperience as a licensed tax accountant to the Company’s management, the Company proposes his re-election as an Outside
Audit & Supervisory Board Member.
His term of office as an Outside Audit & Supervisory Board Member of the Company will be seven (7) years and four (4)months at the conclusion of this meeting.

-7-No. 3Masaaki Komoda

Date of birth: August 20, 1948

Attendance at Board of Directors
Attendance at Audit & Supervisory Board
meetings: 100% (13 out of 13 meetings) meetings: 100% (13 out of 13 meetings)

Reappointment Outside Independent
Number of shares of the Company
held: − shares

Career summary, positions and significant concurrent positions
April 1971
Joined Marusan Securities Co., Ltd.
April 1987
General Manager, Takatsu Branch
February 1997
General Manager, Corporate Business Department I, Head Office
March 2004
General Manager, Corporate Business Division
June 2004
Outside Audit & Supervisory Board Member, EASTON Co., Ltd. (presently RENESAS EASTON Co.,
Ltd.) (to present)
November 2015
Outside Audit & Supervisory Board Member, the Company (to present)
Reasons for selection as a candidate for Outside Audit & Supervisory Board Member
Mr. Masaaki Komoda has expertise accumulated at a securities firm as well as abundant field experience that can be leveraged
to strengthen the monitoring system of the Company. Therefore, the Company proposes his re-election as an Outside Audit &Supervisory Board Member. Although he has not been involved in corporate management except as an Outside Audit &Supervisory Board Member, for the above reason, the Company believes that he can appropriately fulfill his duties as an
Outside Audit & Supervisory Board Member.
His term of office as an Outside Audit & Supervisory Board Member of the Company will be three (3) years and four (4)months at the conclusion of this meeting.
(Notes)1.

There are no special interests between each candidate and the Company.

2.

The Company has entered into an agreement with each of Mr. Katsuhiro Endo and Mr. Masaaki Komoda to limit
their liability pursuant to Article 427, Paragraph 1 of the Companies Act. The maximum amount of liability
pursuant to the agreement is the minimum amount stipulated by laws and regulations. In case of re-election, thisagreement will continue to be effective.
Mr. Katsuhiro Endo and Mr. Masaaki Komoda are candidates for Outside Audit & Supervisory Board Member. In
addition, they are independent auditors prescribed by the Tokyo Stock Exchange.

3.

-8-

Proposal 4:
Election of One (1) Substitute Audit & Supervisory Board Member
To prepare for cases where the number of Audit & Supervisory Board Members falls below the number requiredby laws and regulations of three (3), the Company proposes the election of one (1) substitute Audit &Supervisory Board Member in advance.
Consent has been obtained from the Audit & Supervisory Board regarding the submission of this proposal.
The candidate for substitute Audit & Supervisory Board Member is as follows.

Takanori Iitsuka

Date of birth: January 13, 1975

Outside Independent

Number of shares of the Company held:− shares
Career summary, positions and significant concurrent positions

December 2001
February 2002
February 2006
March 2007
August 2007

Registered as judicial scrivener
Partner, Harada Judicial Scrivener Office
Established Iitsuka & Matsuda Judicial Scrivener Office
Established Judicial Scrivener Corporation Iitsuka & Matsuda Office (presently Judicial Scrivener
Corporation Iitsuka Legal Partners), Representative Partner (to present)
Audit & Supervisory Board Member, I Knowledge Inc.

Reasons for selection as a candidate for Outside Audit & Supervisory Board Member
Mr. Takanori Iitsuka has knowledge and operational experience in corporate legal affairs as a Representative Partner of a
judicial scrivener corporation. The Company believes that he is capable of appropriately conducting auditing operations andtherefore proposes his election as a substitute Outside Audit & Supervisory Board Member. Although he has not been directly
involved in corporate management, for the above reason, the Company believes that he can appropriately fulfill his duties as
an Outside Audit & Supervisory Board Member.
(Notes)1. There are no special interests between the candidate for substitute Audit & Supervisory Board Member and the Company.
2. In case Mr. Takanori Iitsuka assumes office as an Outside Audit & Supervisory Board Member, the Company will enter
into an agreement with him to limit his liability pursuant to Article 427, Paragraph 1 of the Companies Act. The maximum
amount of liability pursuant to the agreement is the minimum amount stipulated by laws and regulations.
3. Mr. Takanori Iitsuka is a candidate for Outside Audit & Supervisory Board Member. He satisfies the requirements forindependent auditors prescribed by the Tokyo Stock Exchange.

-9-