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, 2022
To Shareholders with Voting Rights:
Mitsuaki Koike
Chairman and President
CHIYODA INTEGRE CO., LTD.
4-5 Akashi-cho, Chuo-ku, Tokyo, JapanNOTICE OF CONVOCATION OF
THE 66TH ORDINARY GENERAL MEETING OF SHAREHOLDERS
We would like to express our appreciation for your continued support and patronage.
You are hereby notified of the 66th Ordinary General Meeting of Shareholders of CHIYODA INTEGRE CO., LTD.
(the “Company”). The meeting will be held for the purposes as described below.
In lieu of attending the meeting, you can exercise your voting rights in writing. Please review the attached
Reference Documents for the General Meeting of Shareholders, indicate your vote for or against each proposalon the enclosed Voting Rights Exercise Form and return it so that it is received by 5:30 p.m. on Tuesday, March
29, 2022, Japan time.
1. Date and Time:
2. Place:

Wednesday, March 30, 2022 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 66th
Fiscal Year (January 1, 2021 - December 31, 2021) 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 66th Fiscal Year
(January 1, 2021 - December 31, 2021)
Proposal to be resolved:<Company proposals>
Appropriation of Surplus
Proposal 1:
Partial Amendment to the Articles of Incorporation
Proposal 2:<Shareholder proposals>
Approval of Remuneration Amount Pertaining to Restricted Share Compensation
Proposal 3:
SchemeAcquisition of the Company’s Shares
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 (https://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 Operations,
the Outline of the Operation of the System to Ensure the Appropriateness of Business 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 posted on the Company’s website (https://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<Company proposals>
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 50% or more for the three (3) years from the fiscal year ended
December 31, 2019 to the fiscal year ending December 31, 2021.
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: ¥1,464,026,280(3) Effective date of distribution of surplus:
March 31, 2022

Proposal 2:
Partial Amendments to the Articles of Incorporation
1. Reasons for amendments(1) The Company intends to relocate its head office from Chuo-ku, Tokyo to Chiyoda-ku, Tokyo in April
2022. Therefore, in addition to changing the provisions pertaining to the location of the head officestipulated under Article 3 of the Company's Articles of Incorporation, the Company will also prepare
the requisite provisions in Supplementary Provisions of the Company's Articles of Incorporation inorder to set the effective date of said change to April 25, 2022.
(2) The amended provisions stipulated in the proviso of Article 1 of the supplementary provisions of
the “Act Partially 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 for general meetings of shareholders, the Articles of Incorporation of theCompany shall be amended as follows.
(1) The proposed Article 15, Paragraph 1 provides that information contained in the reference
documents, etc. for the general meeting of shareholders shall be provided electronically.
(2) The purpose of the proposed Article 15, Paragraph 2 is to establish a provision to limit thescope of matters to be included in the paper copy to be sent to shareholders who haverequested it.
(3) The provisions related to the disclosure of reference documents, etc. for the general meetingof shareholders via the Internet (Article 15 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 the effective date, etc. shall be established.
2. Details of amendments
The details of the amendments are as follows:-2-(Amended parts are underlined)
Proposed Amendments(Location of Head Office)
Article 3. The head office of the Company shallbe located in Chiyoda-ku, Tokyo.

Current Articles of Incorporation(Location of Head Office)
Article 3. The head office of the Company shallbe located in Chuo-ku, Tokyo.
(Disclosure of Reference Documents, etc. for the
General Meeting of Shareholders via the Internet)
Article 15. The Company may, when convening
the general meeting of shareholders, use theInternet to disclose information to shareholders
relating to matters to be described or indicated in
the Reference Documents for the General
Meeting of Shareholders, Business Reports, Nonconsolidated Financial Statements, andConsolidated Financial Statements, inaccordance with the provisions provided in the
Ordinance of the Ministry of Justice, and suchdisclosure shall be deemed to be a duly
conducted provision of information.
<Newly established><Newly established><Deleted>(Measures for Electronic Provision, Etc.)
Article 15. The Company shall, when convening
the general meeting of shareholders, provide
information contained in the Reference
Documents, etc. for the General Meeting of
Shareholders electronically.
2. Among the matters to be provided electronically,
the Company may choose not to include all orpart of the matters stipulated in the Ordinance ofthe Ministry of Justice in the paper copy to besent to shareholders who have requested it by therecord date for voting rights.
Supplementary provisions
1. The amendments to Article 3 of the Articles ofIncorporation shall take effect on April 25, 2022,
and this paragraph of the supplementaryprovisions shall be deleted on the same date.
2. The deletion of Article 15 (Disclosure ofReference Documents, etc. for the General
Meeting of Shareholders via the Internet) of thecurrent Articles of Incorporation and theestablishment of the proposed Article 15(Measures for Electronic Provision, Etc.) shallcome into effect on the date of enforcement of theamended provisions stipulated in the proviso of
Article 1 of the supplementary provisions of the
Act Partially Amending the Companies Act (ActNo. 70 of 2019) (the “Effective Date”).
3. Notwithstanding the provisions of the preceding
paragraph, Article 15 of the current Articles ofIncorporation shall remain in force with respect
to a general meeting of shareholders to be held ona date within six months from the Effective Date.
4. These supplementary provisions shall be deleted
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
the preceding paragraph, whichever is later.

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<Shareholder proposals (Proposal 3 through Proposal 4)>
Each proposal pertaining to the shareholder proposals is described as it was submitted in the original text.
Proposal 3:

Approval of Remuneration Amount Pertaining to Restricted Share Compensation Scheme(1) Summary of proposal
The maximum amount of remuneration that can be paid to Directors of the Company was approvedat the 51st Ordinary General Meeting of Shareholders held on November 29, 2006 at an amount notexceeding ¥350 million per annum (not including the salaries for those employees who are both
Directors and employees). However, for the purpose of providing the Directors of the Company(including Directors who are Independent Directors; hereinafter, “Eligible Directors”) an incentive
to sustainably improve the corporate value of the Company and of further advancing the sharing ofvalue between the Eligible Directors and shareholders, a monetary compensation claim for granting
restricted shares of up to 135,300 shares at a value not exceeding ¥350 million per annum shall be
granted to Eligible Directors in addition to the remuneration described above. The specific timing
and allocation of payments of such shall be determined at a meeting of the Board of Directors.
(2) Reason for proposal
Heretofore, the Company has not introduced a restricted share compensation scheme (hereinafter,“Compensation Scheme”), and it cannot be said that corporate value is adequately shared between
the Directors and shareholders of the Company. In introducing the Compensation Scheme to the
Directors of the Company, we believe that, it should also be made available to all Directors of theCompany (including Outside Audit & Supervisory Board Members) as well as to those persons in
the top 20 management positions of the Company, including Audit & Supervisory Board Members
and Executive Officers. Further, we propose to grant restricted shares equivalent to three times their
fixed remuneration or total salary to eligible officers of the Compensation Scheme over the courseof the following three years. As stated in the “Board Members’ Compensation to Encourage
Companies to Promote Proactive Business Management" issued by the Ministry of Economy, Tradeand Industry in April 2014 and continuously revised thereafter, we believe it is preferable to provide
appropriate and effective share-based compensation to persons in management positions in order toencourage management from a shareholder perspective and in order to provide an incentive for
improving mid- to long-term corporate value.
Opinion of the Board of Directors on Proposal 3(1) Opinion of Board of Directors of Company
The Board of Directors of the Company opposes this shareholder proposal.
(2) Reason for opposition
A resolution with regard to the maximum amount of remuneration that can be paid to Directors of
the Company was passed at the 51st Ordinary General Meeting of Shareholders held on November
29, 2006 to an amount not exceeding ¥350 million per annum (not including the salaries of-4-

employees). The remuneration system for Directors of the Company (excluding Independent
Directors) comprises fixed remuneration as basic remuneration and a performance-based
remuneration which reflects the consolidated business results of the Company. The remuneration for
Independent Directors comprises fixed remuneration only. The ratio of the business performancelinked elements in the remuneration system for Directors (excluding Independent Directors) isdetermined by the Board of Directors (roughly 30 percent of the overall remuneration). The indicesfor business performance-linked remuneration are based on consolidated sales and operating
income, and the amount to be paid is determined in view of careful consideration of the roles of therespective officers and the medium to long term efforts for which the respective officers are
responsible. The amount of remuneration paid to the Directors (including Independent Directors) in
December 2021 was ¥148 million.
In this way, the remuneration system in place for the Directors of the Company (excluding
Independent Directors) already reflects the business performance of the Company. While theCompany does not intend to reject the introduction of remuneration linked to shares, we believe it ispossible to effectively utilize the difference between the maximum remuneration as resolved in the
aforementioned General Meeting of Shareholders and the actual amount to be paid. Further, we
believe that the setting of a maximum share-based remuneration of ¥350 million per annum isclearly excessive in light of the Company's actual business performance. Also, as only the Directorsof the Company and the senior officers will be eligible for the payment, we believe this is
inappropriate also from the perspective of how it may damage the sense of unity between those at
the management level and the general employees.
The Company is considering a remuneration system, including the introduction of remuneration
linked to share price (not necessarily limited to share-based compensation, but also including cashbased remuneration), that will allow for more appropriate sharing of value with the Company's
shareholders.
Proposal 4:

Acquisition of the Company’s Shares(1) Summary of proposal
The Company shall, within one year of the conclusion of this Ordinary General Meeting of
Shareholders and based on the provisions of Article 156, Paragraph 1 of the Companies Act, acquire
up to a total of 1,220,000 shares of the Company's common stock for a total acquisition price of up
to ¥2,562,000,000, which shall be paid for with cash.
(2) Reason for proposal
In order to increase shareholder returns and improve capital efficiency, it is thought that measures
should be taken by the Company to acquire approximately 10 percent of the total issued shares(excluding the treasury shares) of the Company for designation as treasury shares.

-5-

Opinion of the Board of Directors on Proposal 4(1) Opinion of Board of Directors of Company
The Board of Directors of the Company opposes this shareholder proposal.
(2) Reason for opposition
The Company recognizes that the acquisition of company shares is an effective tool for improving
shareholder returns and for allowing the undertaking of flexible capital policy in response to achanging business environment, and the Company has been continuously acquiring its shares thus
far. During the period from September 13, 2021 to November 30, 2021, the Company acquired,based on a resolution of the Board of Directors’ meeting held in September 2021, a total of 200,000of the Company’s shares for a total acquisition amount of ¥441,485,400 through open market
purchase on the Tokyo Stock Exchange.
Furthermore, in the Medium-Term Management Plan announced on February 14, 2022 (period
covered: January 2022 to December 2024), it was stipulated that the Company should flexibly carryout the acquisition of shares aiming for a total payout ratio of 120 % (of which, dividend payout
ratio will be 50 % or more.

In the previous Medium-Term Management Plan (period covered:

January 2019 to December 2021) the target total payout ratio was 80 %). The planned amount to be
paid for the acquisition of company shares will be around ¥4,620 million over a three-year period,
based on the total net income of ¥6,600 million set in the business performance plan for the target
period, exceeding the proposed ¥2,562 million.
Given the liquidity of the Company's shares, we believe it is not realistic to acquire ¥2,562 million
worth of shares on the market over the course of a single year. Based on the payout ratio in the
aforementioned Medium-Term Management Plan and the actual business performance for theCompany, we believe it would be appropriate to continue to carry out the acquisition of company
shares consistently at a more appropriate time upon taking account of the transaction status and priceof the Company's shares.

-6-