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 7, 2024
(Date of commencement of measures forelectronic provision: March 5, 2024)
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 68TH ORDINARY GENERAL MEETING OF SHAREHOLDERS
We would like to express our appreciation for your continued support and patronage.
We would also like to express our deepest sympathies for those impacted by the 2024 Noto Peninsula Earthquake,and sincerely hope for the earliest recovery of the affected areas.
You are hereby notified of the 68th 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 68TH 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 Tuesday,
March 26, 2024, Japan time.
1. Date and Time:
2. Place:
3. Meeting Agenda:
Matters to be reported:

Proposal to be resolved:
Proposal 1:
Proposal 2:
Proposal 3:

Wednesday, March 27, 2024 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
1. Business Report, Consolidated Financial Statements for the Company’s 68th
Fiscal Year (January 1, 2023 - December 31, 2023) 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 68th Fiscal Year
(January 1, 2023 - December 31, 2023)
Appropriation of Surplus
Partial Amendment to the Articles of Incorporation
Election of Eight (8) Directors-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 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.
Please be advised that there will be no souvenirs for attending shareholders, and that no debriefing session will be held
after the meeting.

-2-

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 ¥116 pershare 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:¥116 per share of common stock of the Company
Total amount: ¥1,235,735,240(3) Effective date of distribution of surplus:
March 28, 2024
Proposal 2:
Partial Amendment to the Articles of Incorporation
1. Reasons for the amendment
The Company proposes to shorten the term of office of Directors from two (2) years to one (1) year
and make necessary changes to Article 20 (Term of Office of Directors) of the current Articles ofIncorporation. The purpose of this change is to clarify the management responsibility of Directors withrespect to each fiscal year and strengthen corporate governance by establishing a management structurethat responds to a rapidly changing business environment.
2. Details of the amendment
The details of the amendment are as follows:(Amended parts are underlined)
Current Articles of Incorporation
Proposed Amendment(Term of Office of Directors)(Term of Office of Directors)
Article 20. The term of office of a Director shall Article 20. The term of office of a Director shall
expire upon conclusion of the ordinary general
expire upon conclusion of the ordinary general
meeting of shareholders held with respect tomeeting of shareholders held with respect tothe last fiscal year ending within two (2) years
the last fiscal year ending within one (1) year
from his/her election.
from his/her election.

-3-

Proposal 3:

Election of Eight (8) Directors

If Proposal 2 is approved as proposed and the term of office of Directors is shortened, the term of officeof all seven (7) Directors will expire at the conclusion of this meeting. Accordingly, the Company proposes
the election of eight (8) Directors, increasing the number of Directors by one (1) to strengthen its
management structure.
The candidates for Director are as follows.

No.

Name

Current positions in the
Company

Attendance at Board of
Directors meetings

1

Reappointment
Male

Mitsuaki Koike

Chairman andPresident

100%(13 out of 13 meetings)

2

Reappointment
Male

Takumi Murasawa

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

3

Reappointment
Male

Isao Murata

Director, Managing
Executive Officer

100%(13 out of 13 meetings)

4

Reappointment
Male

Tomoharu Tsuji

Director, Executive
Officer100%(10 out of 10 meetings)

5

Reappointment
Male

Junichi Inaba

Director100%(10 out of 10 meetings)

6

Osamu Mashimo
Reappointment
OutsideIndependent Director
Male

7

Masanori Takemoto
New appointment
OutsideIndependent Director
Male

―

―

―

Yumi Terada
New appointment
OutsideIndependent Director
Female―――8

Director-4-100%(13 out of 13 meetings)

No. 1

Mitsuaki Koike

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

Date of birth: January 5, 1951

Reappointment Male

Number of shares of the Company held:
93,851 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 Male

Number of shares of the Company held:
10,800 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
January 2023
General Manager, Product Development Department (to present)
March 2023
Director, Senior Managing Executive Officer (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.

-5-No. 3Isao Murata

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

Date of birth: August 12, 1962

Reappointment Male

Number of shares of the Company held:
4,480 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
March 2023
Director, Managing Executive Officer (to present)
January 2024
General Manager, Administration Division (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

Attendance at Board of Directors meetings:
100% (10 out of 10 meetings)

Date of birth: May 5, 1959

Reappointment Male

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
March 2023
Director, 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 re-election as a Director.

-6-No. 5

Junichi Inaba

Attendance at Board of Directors meetings:
100% (10 out of 10 meetings)

Date of birth: September 2, 1959

Reappointment Male

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
March 2023
Outside Director (to present)
Reasons for selection as a candidate for Director
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.
With his experience as a corporate manager, he has been providing positive and appropriate advice that hasenhanced the Company’s business results. The Company expects that he will play even more active roles andtherefore proposes his re-election as a Director in charge of its operations.

No. 6

Osamu Mashimo

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

Reappointment Outside
Independent Director Male
Number of shares of the Company held:－ shares

Date of birth: July 13, 1963

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 eight (8) years and four (4) months at theconclusion of this meeting.

-7-No. 7

Masanori Takemoto

New appointment Outside
Independent Director Male
Number of shares of the Company held:－ shares

Date of birth: November 6, 1959

Career summary, positions, responsibilities and significant concurrent positions
April 1982
Joined The Daiwa Bank, Ltd. (presently Resona Bank, Limited)
July 1989
Joined Tokyo Small and Medium Business Investment & Consultation Co., Ltd.
July 2005
General Manager, Business Department No. 1
April 2007
General Manager, General Affairs and Corporate Planning Department
June 2010
Executive Officer, General Manager, General Affairs and Corporate Planning
Department
June 2011
Director
June 2018
Managing Director (to present)
Reasons for selection as a candidate for Outside Director and expected roles
Mr. Masanori Takemoto has cultivated abundant knowledge through his professional career thus far andpossesses experience in corporate management at a policy implementation organization. In the expectationthat he will provide appropriate guidance to the decision-making process of its Board of Directors in the formof advice and recommendations from a fair and objective perspective, the Company proposes his new election
as an Outside Director of the Company.

No. 8

Yumi Terada

New appointment Outside
Independent Director Female
Number of shares of the Company held:－ shares

Date of birth: August 28, 1958

Career summary, positions, responsibilities and significant concurrent positions
April 1982
Joined The Sumitomo Trust and Banking Co., Ltd. (presently Sumitomo Mitsui
Trust Bank, Limited)
April 1988
Joined Kawaijuku Educational Institution
April 1996
Joined Manpower Japan Co., Ltd. (presently ManpowerGroup Co., Ltd.)
December 1999
Joined Japan Third Party Co., Ltd. (presently JTP Co., Ltd.)
April 2000
General Manager, Education Division
April 2001
Executive Officer
March 2003
Executive Consultant, Profile Career Co., Ltd.
April 2007
Established Human Resource Respect Corporation, Representative Director (topresent)
January 2014
Established Coaching Platform Inc., Representative Director (to present)
Reasons for selection as a candidate for Outside Director and expected roles
Ms. Yumi Terada not only has extensive knowledge and professional skills concerning human resource
development aimed at revitalizing organizations, but also possesses experience as a corporate manager. In the
expectation that she will provide appropriate opinions and advice from an objective perspective, the Company
proposes her new election as an Outside Director of the Company.
(Notes)
1.
2.
3.
4.

There are no special interests between each candidate and the Company.
Each of Mr. Osamu Mashimo, Mr. Masanori Takemoto and Ms. Yumi Terada is a candidate for Outside
Director.
The Company has registered Mr. Osamu Mashimo as an independent director prescribed by the Tokyo
Stock Exchange, and will also register Mr. Masanori Takemoto and Ms. Yumi Terada to the Exchange
as independent directors.
The Company has entered into an agreement with Mr. Osamu Mashimo to limit his liability pursuant
to Article 427, Paragraph 1 of the Companies Act. The maximum amount of liability pursuant to theagreement is the minimum amount stipulated by laws and regulations. In case of Mr. Osamu Mashimo’s
re-election, the agreement will continue to be effective. In addition, if the appointment of each of Mr.
Masanori Takemoto and Ms. Yumi Terada is approved, the Company will enter into a similar agreement
to limit their liability.

-8-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.

-9-

(Reference) Skill Matrix of Directors after the Conclusion of This General Meeting of Shareholders
The specialty and experience of the candidates in this Notice are as follows.

Position
Chairman andPresident
Mitsuaki Koike
Reappointment
Male
Director, Senior
Managing
Takumi
Executive Officer
Murasawa
Reappointment
Male
Director, Managing
Executive Officer
Isao Murata
Reappointment
Male
Director, Executive
Officer
Tomoharu Tsuji
Reappointment
Male
Director, Executive
Officer
Junichi Inaba
Reappointment
Male
Outside Director
Reappointment
Osamu Mashimo Outside
Independent Director
Male
Outside Director
New appointment
Masanori
OutsideTakemoto
Independent Director
Male
Outside Director
New appointment
Yumi Terada Outside
Independent Director
FemaleCorporate
management

Industryknowledge

Globalbusiness

〇

〇

〇

〇

〇

〇

〇

〇

〇

Finance andaccounting

〇

〇

〇

〇

Compliance〇

HR and labor
management

〇

〇

〇

〇

〇

〇

〇

〇

〇

〇

〇

* The above table does not indicate all of the skills possessed by each Director.

- 10 -〇