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, 2021
To Shareholders with Voting Rights:
Akira Sato
President
CHIYODA INTEGRE CO., LTD.
4-5 Akashi-cho, Chuo-ku, Tokyo, JapanNOTICE OF CONVOCATION OF
THE 65TH ORDINARY GENERAL MEETING OF SHAREHOLDERS
We would like to express our appreciation for your continued support and patronage.
You are hereby notified of the 65th 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 Monday, March
29, 2021, Japan time.
1. Date and Time:
2. Place:

Tuesday, March 30, 2021 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 65th
Fiscal Year (January 1, 2020 - December 31, 2020) 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 65th Fiscal Year
(January 1, 2020 - December 31, 2020)
Proposal to be resolved:
Appropriation of Surplus
Proposal 1:
Partial Amendment to the Articles of Incorporation
Proposal 2:
Election of Seven (7) Directors
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 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 (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 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 ¥70 per
share as follows, taking into comprehensive consideration the business results and the businessenvironment for this fiscal year.
(1) Type of dividend property:
Cash(2) Matters regarding the allocation of dividend property to shareholders and the total amount thereof:¥70 per share of common stock of the Company
Total amount: ¥868,031,290(3) Effective date of distribution of surplus:
March 31, 2021

Proposal 2:
Partial Amendment to the Articles of Incorporation
1. Reasons for the amendment
In order to strengthen the management system to cope with the changes in the business environment
surrounding the Group, the Board of Directors decided to introduce an executive officer system at its
meeting held on November 12, 2020.
In line with this decision, the Company proposes to change the number of Directors stipulated in
Article 18 of the current Articles of Incorporation from not exceeding eleven (11) to not exceeding
eight (8), in order to clarify the decision-making and business execution supervisory functions, aswell as to ensure more active and sufficient discussions and prompt and accurate decision-making.
2. Details of the amendment
The detail of the amendment is as follows.
(Amended part is underlined)
Current Articles

Proposed Amendments(Number of Directors)
Article 18
The number of Directors of the Company
shall not exceed eleven (11).

(Number of Directors)
Article 18
The number of Directors of the Company
shall not exceed eight (8).

-2-Proposal 3:

Election of Seven (7) 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 seven (7) Directors, reducing the number of Directors following the
introduction of the executive officer system.
The candidates for Director are as follows.
No.

Name

Current positions in the
Company

Attendance at Board of
Directors meetings

1

Reappointment

Mitsuaki Koike

Chairman100%(12 out of 12 meetings)

2

Reappointment

Hiroyasu Kanabe

Senior Managing
Director100%(12 out of 12 meetings)

3

Reappointment

Takumi Murasawa

Managing Director

100%(12 out of 12 meetings)

4

Reappointment

Isao Murata

Director100%(12 out of 12 meetings)

5

Reappointment
OutsideIndependent

Katsumi Yanagisawa

Director

91.7%(11 out of 12 meetings)

6

Reappointment
OutsideIndependent

Osamu Mashimo

Director100%(12 out of 12 meetings)

7

New appointment
OutsideIndependent

Rob Crawford

New appointment

Candidate for new
appointment as
Director

Reappointment－

Candidate forreappointment as
Director-3-

OutsideCandidate for Outside
Independent
Director

Independent Director
notified to the securities
exchange

No. 1

Mitsuaki Koike

Date of birth: January 5, 1951

Attendance at Board of Directors meetings:
100% (12 out of 12 meetings)

Reappointment

Number of shares of the Company held:
93,551 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
Chairman (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. The Company expects that it can further strengthen theeffectiveness of the decision-making and supervisory functions of its Board of Directors. Therefore, the Company proposes his
re-election as a Director.

No. 2

Hiroyasu Kanabe

Date of birth: April 23, 1960

Attendance at Board of Directors meetings:
100% (12 out of 12 meetings)

Reappointment

Number of shares of the Company held:
11,600 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
General Manager, Overseas Department
January 2019
General Manager, Product Development Department, and General Manager, Quality Assurance
Department
January 2020
General Manager, Quality Assurance Department
March 2020
Senior Managing Director (to present)
Reasons for selection as a candidate for Director
Since joining the Company, Mr. Hiroyasu Kanabe has cultivated abundant experience and knowledge in the Company’s
mainstay department and is well versed in business overall, while also having insight accumulated 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.

-4-No. 3

Takumi Murasawa Date of birth: July 21, 1960

Attendance at Board of Directors meetings:
100% (12 out of 12 meetings)

Reappointment

Number of shares of the Company held:
10,500 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 (to present)
September 2012 General Manager, Kanto Branch
January 2019
General Manager, Overseas Department (to present)
Reasons for selection as a candidate for Director
Since joining the Company, Mr. Takumi Murasawa has cultivated abundant experience in managing the Japan business,particularly in the sales department, and established a broad personal network. The Company expects that by leveraging his
assets, it can promote the expansion of new business domains that will lead to enhancing its corporate value. Therefore, theCompany proposes his re-election as a Director.
No. 4

Isao Murata

Reappointment

Date of birth: August 12, 1962

Attendance at Board of Directors meetings:
100% (12 out of 12 meetings)

Number of shares of the Company held:
3,980 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
Since joining the Company, Mr. Isao Murata has engaged in an array of businesses in diverse fields with abundant businessknowledge and experience, and is well versed in the Group’s business. He is delivering considerable results in supervising theexecution 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. 5

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:
91.7% (11 out of 12 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 based on his abundant knowledge and experience. 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 seven (7) years and four (4) months at the conclusion of thismeeting.

-5-

No. 6

Osamu Mashimo

Reappointment Outside Independent

Date of birth: July 13, 1963

Number of shares of the Company held:－ shares

Attendance at Board of Directors meetings:
100% (12 out of 12 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 since he has been providing
appropriate advice to the Board of Directors as well as expressing useful opinions that will lead to enhancing corporate
governance.
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.

No. 7

Rob Crawford

Date of birth: November 3, 1972

New appointment Outside Independent

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

August 1998
August 2000
July 2006
December 2008
May 2011
January 2014
December 2019

Joined Marakon Associates
Joined Prudential Corporation Asia
Joined Ichigo Asset Management, Ltd. as Partner
Partner, Ichigo Asset Management International Pte. Ltd.
Independent Director, Ichigo Group Holdings Co., Ltd. (presently Ichigo Inc.)
CEO, Ichigo Asset Management International Pte. Ltd.
Chairman, Ichigo Asset Management International Pte. Ltd. (to present)

Reasons for selection as a candidate for Outside Director
Mr. Rob Crawford has cultivated abundant knowledge and experience in corporate analysis and corporate value enhancement
measures. The Company expects that by reflecting his global perspective in the Board of Directors, it can further strengthen its
functions, and therefore proposes his new election as an Outside Director of the Company.
(Notes)
1.
2.
3.

4.

5.

There are no special interests between each candidate and the Company.
Each of Mr. Katsumi Yanagisawa, Mr. Osamu Mashimo and Mr. Rob Crawford is a candidate for Outside Director.
The Company has registered Mr. Katsumi Yanagisawa and Mr. Osamu Mashimo as independent directors
prescribed by the Tokyo Stock Exchange, and will also register Mr. Rob Crawford to the Exchange as anindependent director.
The Company has entered into an agreement with each of Mr. Katsumi Yanagisawa and Mr. Osamu Mashimo tolimit 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, theagreement will continue to be effective. In addition, if the appointment of Mr. Rob Crawford is approved, theCompany will enter into a similar agreement to limit his liability.
The Company has entered into a directors and officers liability insurance (D&O Insurance) contract with aninsurance company (scheduled to be renewed in December 2021). The insurance covers any damages that may
result from the Directors and Officers being liable for the performance of their duties or being subject to a claim
for the pursuit of such liability. However, the above insurance contract does not cover claims for damages caused
by intent or gross negligence. The insurance premiums will be fully paid by the Company in accordance with theresolution of the Board of Directors, and if the candidates assume the office of Director, they will be insured under
the insurance contract.

-6-

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 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 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.
2.
3.

4.

There are no special interests between the candidate for substitute Audit & Supervisory Board Member and theCompany.
Mr. Takanori Iitsuka is a candidate for substitute Outside Audit & Supervisory Board Member. He satisfies therequirements for independent auditors prescribed by the Tokyo Stock Exchange.
In case Mr. Takanori Iitsuka assumes office as an Outside Audit & Supervisory Board Member, the Company willenter 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 andregulations.
The Company has entered into a directors and officers liability insurance (D&O Insurance) contract with aninsurance company (scheduled to be renewed in December 2021). The insurance covers any damages that may
result from the Directors and Officers being liable for the performance of their duties or being subject to a claim
for the pursuit of such liability. However, the above insurance contract does not cover claims for damages caused
by intent or gross negligence. The insurance premiums will be fully paid by the Company in accordance with theresolution 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.

-7-