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 10, 2023
(Date of commencement of measures forelectronic provision: March 7, 2023)
To Shareholders with Voting Rights:
Mitsuaki Koike
Chairman and President
CHIYODA INTEGRE CO., LTD.
1-1 Nibancho, Chiyoda-ku, Tokyo, JapanNOTICE OF CONVOCATION OF
THE 67TH ORDINARY GENERAL MEETING OF SHAREHOLDERS
We would like to express our appreciation for your continued support and patronage.
You are hereby notified of the 67th Ordinary General Meeting of Shareholders of CHIYODA INTEGRE CO., LTD.
(the “Company”). The meeting will be held for the purposes as described below.
When convening this General Meeting of Shareholders, we will provide information electronically and thus post
matters subject to the electronic provision measures as “NOTICE OF CONVOCATION OF THE 67TH ORDINARY
GENERAL MEETING OF SHAREHOLDERS” on the websites below on the Internet.
The Company’s website (https://www.chiyoda-i.co.jp/)
In addition to the above, the matters are also posted on the website below on the Internet.
Tokyo Stock Exchange website (https://www2.jpx.co.jp/tseHpFront/JJK010010Action.do?Show=Show)
Please access the Tokyo Stock Exchange website above, enter and search the Company’s name or securities code,and select “Basic information,” then “Documents for public inspection/PR information” to see matters subject to theelectronic provision measures.
If you do not attend the meeting, you can exercise your voting rights in writing. Please review the Reference
Documents for the General Meeting of Shareholders and exercise your voting rights by 5:30 p.m. on Wednesday,
March 29, 2023, Japan time.
1. Date and Time:
2. Place:

Thursday, March 30, 2023 at 10:00 a.m. Japan time (Reception begins at 9:30 a.m.)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 67th
Fiscal Year (January 1, 2022 - December 31, 2022) 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 67th Fiscal Year
(January 1, 2022 - December 31, 2022)
Proposal to be resolved:
Proposal 1:
Appropriation of Surplus
Proposal 2:
Election of Seven (7) Directors
Proposal 3:
Election of Three (3) Audit & Supervisory Board Members
Proposal 4:
Election of One (1) Substitute Audit & Supervisory Board Member-1-4. Matters decided upon convocation(1) Among all the matters subject to the electronic provision measures, the System to Ensure the Appropriatenessof Business Operations, the Outline of the Operation of the System to Ensure the Appropriateness ofBusiness Operations, the Basic Policy Regarding Control on Stock Companies, Consolidated Statement of
Changes in Equity, Notes to the Consolidated Financial Statements, Non-consolidated Statement of Changes
in Equity and Notes to the Non-consolidated Financial Statements are not included in the paper copy sent toshareholders (including the paper copy sent to shareholders who have requested it) in accordance with
provisions of laws and regulations as well as Article 15 of the Company’s Articles of Incorporation.
Therefore, the said paper copy comprises a portion of the documents that were audited by the Audit &Supervisory Board Members and the Accounting Auditor when preparing the Audit Report.
(2) If you do not indicate your vote of approval or disapproval of proposals on the Voting Rights Exercise Form,you will be deemed to have approved the proposals.
~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~◎◎

When attending the meeting, please submit the enclosed Voting Rights Exercise Form at the reception.
Should matters subject to the electronic provision measures require revisions, details of the revisions will be posted oneach website on which the matters are published.

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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. To that end, theCompany’s basic policy for distribution of profit to shareholders for the three years from the fiscal year
ended December 31, 2022 to the fiscal year ending December 31, 2024 is (1) aiming for a dividend payout
ratio of 50% or more and (2) repurchasing own shares flexibly with the aim of achieving a total payout
ratio of 120%, while considering the level of stock prices, market environment and other factors. The basic
policy is mindful of the improvement of the Company’s return on equity (ROE).
Based on this policy, the Company proposes the year-end dividend for this fiscal year to be ¥120 per
share as follows, taking into comprehensive consideration the business results and the businessenvironment for this fiscal year.
(1) Type of dividend:Cash(2) Matters regarding the allocation of dividend to shareholders and the total amount thereof:¥120 per share of common stock of the Company
Total amount: ¥1,368,534,000(3) Effective date of distribution of surplus:
March 31, 2023

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Proposal 2:

Election of Seven (7) Directors

The term of office of all the seven (7) Directors will expire at the conclusion of this meeting. Accordingly,
the Company proposes the election of seven (7) Directors.
The candidates for Director are as follows.

No.

Name

Current positions in the
Company

Attendance at Board of
Directors meetings

1

Reappointment

Mitsuaki Koike

Chairman andPresident

100%(13 out of 13 meetings)

2

Reappointment

Takumi Murasawa

Director, Managing
Executive Officer

100%(13 out of 13 meetings)

3

Reappointment

Isao Murata

Director, Executive
Officer100%(13 out of 13 meetings)

4

New appointment

Tomoharu Tsuji

Executive Officer―

5

New appointment
OutsideIndependent

Junichi Inaba

Advisor6

Reappointment
OutsideIndependent

Osamu Mashimo

Director

7

Reappointment
OutsideIndependent

Rob Crawford

Director―

Candidate for new
New appointment appointment as
Reappointment
Director

Candidate forreappointment as
Director

Outside-4-

100%(13 out of 13 meetings)

100%(13 out of 13 meetings)

Candidate for Outside
Independent
Director

Independent
Director notified tothe securities
exchange

No.1

Mitsuaki Koike

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

Date of birth: January 5, 1951

Reappointment

Number of shares of the Company held:
93,751 shares

Career summary, positions, responsibilities and significant concurrent positions
March 1969
Joined the Company
September 1982
Seconded to 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
ChairmanMarch 2021
Chairman and President (to present)
Reasons for selection as a candidate for Director
Mr. Mitsuaki Koike has served as President, leading the operation of the Group. In his role as Chairman, he
has performed his duties by leveraging his insight and experience in business overall and strengthening thecompany’s governance. The Company expects that Mr. Koike can further strengthen the effectiveness of its
decision-making in a severe operational environment and the supervisory functions of its Board of Directors
and so proposes his re-election as a Director.

No.2

Takumi Murasawa

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

Date of birth: July 21, 1960

Reappointment

Number of shares of the Company held:
10,700 shares

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
September 2012
General Manager, Kanto Branch
January 2019
General Manager, Overseas Department
March 2021
Director, Managing Executive Officer (to present)
January 2023
General Manager, Product Development Department (to present)
Reasons for selection as a candidate for Director
Since joining the Company, Mr. Takumi Murasawa has cultivated abundant experience in managing thebusiness both in Japan and overseas, particularly in the sales department, and has established a broad personal
network. The Company expects that by leveraging his assets, it can promote the expansion of new businessdomains that will lead to enhancing the Group’s corporate value. Therefore, the Company proposes his reelection as a Director.

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No.3

Isao Murata

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

Reappointment

Date of birth: August 12, 1962
Number of shares of the Company held:
4,280 shares

Career summary, positions, responsibilities and significant concurrent positions
March 1985
Joined the Company
September 2012
General Manager, Finance and Accounting Department (to present)
October 2015
Audit & Supervisory Board Member, SUNFELT CO., LTD.
March 2017
Director, the Company
March 2021
Director, Executive Officer (to present)
Reasons for selection as a candidate for Director
Since joining the Company, Mr. Isao Murata has cultivated abundant experience across an array of different
functions, and is well versed in the Group's business. In particular, he has delivered considerable results while
supervising the operations of the Company’s administrative department. The Company believes that he isqualified with his abundant experience and achievements to further enhance its governance structure, andtherefore proposes his re-election as a Director.

No.4

Tomoharu Tsuji

Date of birth: May 5, 1959

New appointment

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

Career summary, positions, responsibilities and significant concurrent positions
April 1982
Joined RIVER ELETEC CORPORATION
June 2003
Director and Executive General Manager, Sales Division
September 2007
Joined the Company
March 2015
General Manager, Sales Department, Kanto Branch
March 2017
Director
March 2017
General Manager, Sales Department (to present)
March 2021
Executive Officer (to present)
Reasons for selection as a candidate for Director
Mr. Tomoharu Tsuji has taken responsibility to expand multiple different business domains through leveraging
his abundant experience and broad insight in the Company’s sales department. The Company expects that byleveraging these achievements, he will support further growth of the Company’s domestic business.
Therefore, the Company proposes his new election as a Director.

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No.5

Junichi Inaba

Date of birth: September 2, 1959

New appointment Outside Independent

Number of shares of the Company held:－ shares

Career summary, positions, responsibilities and significant concurrent positions
April 1982
Joined NEC Corporation
April 2002
Seconded to NEC Electronics Hong Kong Ltd. as President
June 2008
General Manager, Second Sales Division, NEC Electronics Corporation (presently
Renesas Electronics Corporation)
January 2011
Joined Shinko Shoji Co., Ltd.
June 2011
Director
April 2015
Managing Director
October 2022
Advisor, the Company (to present)
Reasons for selection as a candidate for Outside Director and expected roles
Mr. Junichi Inaba has cultivated abundant experience as a person responsible for sales in Japan and overseas
at a number of different listed electronic components businesses and has established a broad personal network.
Given his experience as a corporate manager, the Company expects that he will provide positive andappropriate advice from an objective perspective, leading to the enhancement of its corporate value, andtherefore proposes his new election as an Outside Director of the Company.
No.6

Osamu Mashimo

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

Date of birth: July 13, 1963

Reappointment Outside Independent

Number of shares of the Company held:－ shares

Career summary, positions, responsibilities and significant concurrent positions
April 1986
Joined Takara Co., Ltd. (presently TOMY COMPANY, LTD.)
June 2001
Board Director
March 2006
Board Director, TOMY COMPANY, LTD.
June 2012
Senior Managing Director, Head of Toy Business HQ
November 2015
Outside Director, the Company (to present)
February 2016
Representative, Office Mashimo (to present)
Reasons for selection as a candidate for Outside Director and expected roles
Mr. Osamu Mashimo has experience in corporate management at a listed company and operational experiencein manufacturing. The Company proposes his re-election as an Outside Director of the Company since he has
been providing appropriate advice to the Board of Directors as well as expressing useful opinions that willlead to enhancing corporate governance.
His term of office as an Outside Director of the Company will be seven (7) years and four (4) months at theconclusion of this meeting.

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No.7

Rob Crawford

Date of birth: November 3, 1972

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

Reappointment Outside Independent

Number of shares of the Company held:－ shares

Career summary, positions, responsibilities and significant concurrent positions
August 1998
Joined Marakon Associates
August 2000
Joined Prudential Corporation Asia
July 2006
Joined Ichigo Asset Management, Ltd. as Partner
December 2008
Partner, Ichigo Asset Management International Pte. Ltd.
May 2011
Independent Director, Ichigo Group Holdings Co., Ltd. (presently Ichigo Inc.)
January 2014
CEO, Ichigo Asset Management International Pte. Ltd.
December 2019
Chairman, Ichigo Asset Management International Pte. Ltd. (to present)
March 2021
Outside Director, the Company (to present)
Reasons for selection as a candidate for Outside Director and expected roles
Mr. Rob Crawford has cultivated abundant knowledge and experience in corporate analysis and corporate
value enhancement measures. He has been providing pertinent opinions from a global perspective at Boardof Directors meetings. The Company proposes his re-election as an Outside Director of the Company topursue further strengthening of management.
His term of office as an Outside Director of the Company will be two (2) years at the conclusion of thismeeting.
(Notes)1. There are no special interests between each candidate and the Company.
2. Each of Mr. Junichi Inaba, Mr. Osamu Mashimo and Mr. Rob Crawford is a candidate for Outside
Director.
3. The Company has registered Mr. Osamu Mashimo and Mr. Rob Crawford as independent directors
prescribed by the Tokyo Stock Exchange, and will also register Mr. Junichi Inaba to the Exchange as
an independent director.
4. The Company has entered into an agreement with each of Mr. Osamu Mashimo and Mr. Rob Crawford
to limit their liability pursuant to Article 427, Paragraph 1 of the Companies Act. The maximum amountof liability pursuant to the agreement is the minimum amount stipulated by laws and regulations. In
case of re-election, the agreement will continue to be effective. In addition, if the appointment of Mr.
Junichi Inaba is approved, the Company will enter into a similar agreement to limit his liability.
5. The Company has entered into a directors and officers liability insurance (D&O Insurance) contract
with an insurance company. The insurance covers any damages that may result from the Directors andOfficers being liable for the performance of their duties or being subject to a claim for the pursuit ofsuch liability. However, the above insurance contract does not cover claims for damages caused byintent or gross negligence. The insurance premiums will be fully paid by the Company in accordancewith the resolution of the Board of Directors, and if the candidates assume the office of Director, they
will be insured under the insurance contract.

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(Reference) Skill Matrix of the Candidates for Director
The specialty and experience of the candidates in this Notice are as follows.
Current position
Attribution

Corporate
management

Industryknowledge

Globalbusiness

Chairman andPresident

〇

〇

〇

〇

TakumiMurasawa

Director, Managing
Executive Officer

〇

〇

〇

〇

Isao Murata

Director, Executive
Officer〇

Tomoharu Tsuji Executive Officer〇

Mitsuaki Koike

Junichi Inaba

AdvisorOutside Independent
Outside Director

Osamu Mashimo Outside Independent〇〇

Finance andaccounting〇

Compliance

〇

〇

〇

〇

〇

〇

Outside Director

Rob Crawford Outside Independent〇〇

Foreign national

-9-

〇

〇

HR and labor
management〇

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 conclusionof this meeting. Accordingly, the Company proposes the election of three (3) Audit & Supervisory Board
Members.
Audit & Supervisory Board Member Mr. Masaaki Komoda passed away on February 21, 2023 and thus
retired from his office. Accordingly, Substitute Audit & Supervisory Board Member Mr. Takanori Iitsuka
assumed office as Audit & Supervisory Board Member on the same date as the number of Audit &Supervisory Board Members fell below the number required by laws and regulations.
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

Takafusa Hayashi

Reappointment

Date of birth: June 22, 1963

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

Number of shares of the Company held:
4,900 shares

Career summary, positions and significant concurrent positions
February 1989
Joined the Company
October 2010
Manager, Internal Audit Department
March 2020
Audit & Supervisory Board Member (to present)
Reasons for selection as a candidate for Audit & Supervisory Board Member
Mr. Takafusa Hayashi has abundant experience and insight accumulated over years of operations at theCompany, is well versed in its business, and has conducted appropriate audits by leveraging his operational
experience. Therefore, the Company proposes his re-election as an Audit & Supervisory Board Member.

No.2

Kimio Miseki

Date of birth: March 16, 1954

New appointment Outside Independent

Number of shares of the Company held:－ shares

Career summary, positions and significant concurrent positions
April 1979
Joined the Tokyo Regional Taxation Bureau
July 1998
Seconded to the Japan National Oil Corporation (JNOC)
July 2004
Associate Appeals Judge, Tokyo National Tax Tribunal
July 2006
Professor, Research Department, National Tax College, National Tax Agency
July 2008
Chief Examiner, First Large Enterprise Department, Tokyo Regional Taxation
BureauJuly 2012
District Director, Mie Tax Office, Kumamoto Regional Taxation Bureau
July 2013
District Director, Ebara Tax Office, Tokyo Regional Taxation Bureau
August 2014
Representative, Kimio Miseki Certified Public Tax Accountant Office (topresent)
April 2015
Specially Appointed Professor, Graduate School of Business Administration,
Tokyo Fuji University (to present)
Reasons for selection as a candidate for Outside Audit & Supervisory Board Member
Although Mr. Kimio Miseki has not been involved in corporate management, he is licensed as a certified
public tax accountant, has experienced the District Director of Tax Offices, and has considerable insight into
finance and accounting. The Company believes that he will appropriately fulfill his duties in the audits of theCompany, and therefore proposes his new election as an Outside Audit & Supervisory Board Member.

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No.3

Shinya Kijima

Date of birth: November 17, 1972

New appointment Outside Independent

Number of shares of the Company held:－ shares

Career summary, positions and significant concurrent positions
October 2003
Joined Asahi & Co. (presently KPMG AZSA LLC)
July 2008
Representative, Kijima Certified Public Accountant & Certified Public Tax
Accountant Office (to present)
February 2012
Partner, Jinchi Audit Corporation
January 2022
Representative Partner
Reasons for selection as a candidate for Outside Audit & Supervisory Board Member
Although Mr. Shinya Kijima has not been involved in corporate management, he has cultivated broad
knowledge and experience in professional accounting and taxation as a certified public accountant. The
Company believes that he will leverage this knowledge and experience in strengthening its audit system, andtherefore proposes his new election as an Outside Audit & Supervisory Board Member.
(Notes)1. There are no special interests between each candidate and the Company.
2. Each of Mr. Kimio Miseki and Mr. Shinya Kijima is a candidate for Outside Audit & Supervisory Board
Member.
3. The Company will register Mr. Kimio Miseki and Mr. Shinya Kijima as independent auditors prescribedby the Tokyo Stock Exchange.
4. If the appointment of Mr. Kimio Miseki and Mr. Shinya Kijima as Outside Audit & Supervisory Board
Member is approved, the Company will enter into an agreement with each of Mr. Kimio Miseki and
Mr. Shinya Kijima 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.
5. The Company has entered into a directors and officers liability insurance (D&O Insurance) contract
with an insurance company. The insurance covers any damages that may result from the Directors andOfficers being liable for the performance of their duties or being subject to a claim for the pursuit ofsuch liability. However, the above insurance contract does not cover claims for damages caused byintent or gross negligence. The insurance premiums will be fully paid by the Company in accordancewith the resolution of the Board of Directors, and if the candidates assume the office of Audit &Supervisory Board Member, they will be insured under the insurance contract.

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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
required by 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
Registered as judicial scrivener
February 2002
Partner, Harada Judicial Scrivener OfficeFebruary 2006
Established Iitsuka & Matsuda Judicial Scrivener Office
March 2007
Established Judicial Scrivener Corporation Iitsuka & Matsuda Office (presently
Judicial Scrivener Corporation Iitsuka Legal Partners), Representative Partner (topresent)
February 2021
Outside Director, Hurray Holdings Inc. (to present)
February 2023
Outside Audit & Supervisory Board Member, the Company (to present)
Reasons for selection as a candidate for substitute 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 and therefore proposes his election as a substitute Outside Audit &Supervisory Board Member. Although he has not been directly involved in corporate management, for theabove 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. Mr. Takanori Iitsuka is a candidate for substitute Outside Audit & Supervisory Board Member. He
satisfies the requirements for independent auditors prescribed by the Tokyo Stock Exchange.
3. In case Mr. Takanori Iitsuka assumes office as an Outside Audit & Supervisory Board Member, theCompany 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.
4. The Company has entered into a directors and officers liability insurance (D&O Insurance) contract
with an insurance company. The insurance covers any damages that may result from the Directors andOfficers being liable for the performance of their duties or being subject to a claim for the pursuit ofsuch liability. However, the above insurance contract does not cover claims for damages caused byintent or gross negligence. The insurance premiums will be fully paid by the Company in accordancewith the resolution of the Board of Directors, and if the candidate assumes the office of Audit &Supervisory Board Member, he will be insured under the insurance contract.

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