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, the original shall prevail.

Securities Code: 4611
June 5, 2024
To our shareholders:
Takayuki Sato President
Dai Nippon Toryo Co., Ltd.
18-11 Minamisemba 1-chome, Chuo-ku, Osaka

NOTICE OF THE 141ST ORDINARY GENERAL MEETING OF SHAREHOLDERS
Dai Nippon Toryo Co., Ltd. (the “Company”) would hereby like to inform you that the 141st Ordinary General
Meeting of Shareholders will be held as described below.
When convening this General Meeting of Shareholders, measures for providing information in electronic format will
be implemented for the information contained in the Reference Documents, etc., for this General Meeting of
Shareholders (matters subject to the measures for electronic provision), which will be posted on the following
websites on the Internet. You are kindly requested to access any of these websites and check the information.
The Company’s website, General Meeting of Shareholders page:https://www.dnt.co.jp/ir/stock/meeting/ (in Japanese)
Website for the materials for the General Meeting of Shareholders:
https://d.sokai.jp/4611/teiji/ (in Japanese)
TSE website (Listed Company Search):https://www2.jpx.co.jp/tseHpFront/JJK010010Action.do?Show=Show (in Japanese)
Access the TSE website by using the Internet address shown above, enter “Dai Nippon Toryo” in “Issue name(company name)” or the Company’s securities code “4611” in “Code,” and click “Search.” Then, click “Basic
information” and select “Documents for public inspection/PR information.” Under “Filed information available forpublic inspection,” click “Click here for access” under “[Notice of General Shareholders Meeting /Informational
Materials for a General Shareholders Meeting].”
If you do not attend the meeting in person, you may exercise your voting rights by the Internet or by postal mail. In
this case, after reviewing the Reference Documents for the General Meeting of Shareholders, please exercise yourvoting rights no later than 5:00 p.m., Wednesday, June 26, 2024 (Japan Standard Time).
1. Date and Time: Thursday, June 27, 2024 at 10:00 a.m. (Japan Standard Time) (Reception scheduled to open at
9:00 a.m.)
2. Venue:
SR Building Nagahori, 9th Floor Conference Room of the Company’s Head office18-11 Minamisemba 1-chome, Chuo-ku, Osaka
3. Purposes:
Items to be reported:
1. Business Report and Consolidated Financial Statements for the 141st Term (from April 1, 2023 to March 31,2024), as well as the results of the audit of the Consolidated Financial Statements by the Accounting Auditor
and the Board of Corporate Auditors
2. Non-Consolidated Financial Statements for the 141st Term (from April 1, 2023 to March 31, 2024)
Items to be resolved:
Proposal 1:
Appropriation of Surplus
Proposal 2:
Election of Nine (9) Directors
Proposal 3:
Election of One (1) Substitute Corporate Auditor-1-Matters subject to the measures for electronic provision●If revisions to the matters subject to measures for electronic provision arise, a notice of the revisions and the detailsof the matters before and after the revisions will be posted on each of the above websites on the Internet.
●Concerning informational materials for this General Meeting of Shareholders, the Company has sent out paperbased documents stating matters subject to measures for electronic provision to all shareholders, whether or not arequest for delivery of paper-based documents has been made. However, those documents do not include thefollowing matters in accordance with the provisions of laws and regulations and Article 14 of the Company’s
Articles of Incorporation. Note that similarly to the matters stated in the paper-based documents, the matters
mentioned below are also audited by the Accounting Auditor and the Board of Corporate Auditors when they
prepared their respective audit reports.
(1) “The Systems to Ensure the Appropriateness of Operations and Status of Operations of the System” in theBusiness Report(2) “Consolidated Statements of Changes in Net Assets” and “Notes to the Consolidated Financial Statements”(3) “Non-Consolidated Statements of Changes in Net Assets” and “Notes to the Non-Consolidated Financial
Statements” in the Non-Consolidated Financial Statements
System for providing materials for the General Meeting of Shareholders in electronic format●The system for providing materials for the General Meeting of Shareholders in electronic format began due toamendments to the Companies Act which came into effect on September 1, 2022. For the system, in regard to thematerials for the General Meeting of Shareholders (the Reference Documents for the General Meeting of
Shareholders, Business Report, audit reports, Non-Consolidated Financial Statements, and Consolidated Financial
Statements), as a general rule, please review the materials through the Internet after accessing the above websites,and paper-based materials for the General Meeting of Shareholders will only be sent as an exception toshareholders who requested delivery of paper-based documents by the prescribed method by the record date of theGeneral Meeting of Shareholders.
●Please contact Stock Transfer Agency Department, Mitsubishi UFJ Trust and Banking Corporation for details on
the system for provision and requesting paper-based documents.
[Inquiries concerning the system for provision]
Stock Transfer Agency Department, Mitsubishi UFJ Trust and Banking Corporation
TEL: 0120-696-505 (Toll-free / Available: 9:00 a.m. to 5:00 p.m. (Japan Standard Time))
Attending the General Meeting of Shareholders●If you attend the meeting in person, please submit the enclosed voting form at the reception.

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Reference Documents for the General Meeting of Shareholders
Proposals and Reference Matters
Proposal 1:

Appropriation of Surplus

Returning profits stably to shareholders is one of the important management issues, and the Company aims tomaintain consistent and stable payment of dividends according to its business performance as its basic policy, while
striving to strengthen its corporate structure and maintain financial soundness of the Company.
In light of the solid business performance for the current fiscal year and the recording of extraordinary income fromthe sale of some of shares held as cross-shareholdings and the transfer of non-current assets held by a consolidated
subsidiary, as announced on March 26, 2024, we plan to pay a year-end dividend of ¥35 per share for the current
fiscal year, an increase of ¥10 from the previous year-end dividend.
1. Type of dividend property
Cash
2. Allocation of dividend property to shareholders and total amount thereof¥35 per common share of the Company
Total amount of dividends: ¥996,249,345
3. Effective date of distribution of dividends of surplus
June 28, 2024

(Reference) Basic Strategy for Capital Policy
The Company recognizes its priority challenges in achieving a medium and long-term increase in its share value inthree columns: Improving financial health; effective utilization of shareholders’ equity to boost its earnings power;
and amplified returns to shareholders. The Company makes it a basic principle underlying its capital policies to takethe optimal balance between these three challenges into overall consideration to attain continued growth.

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Proposal 2:

Election of Nine (9) Directors

The term of office of all nine (9) Directors will expire at the conclusion of this meeting. Therefore, we propose theelection of nine (9) Directors (of whom three (3) are Outside Directors).
Candidates for Directors have been determined by the Board of Directors based on the recommendation of theNominating Committee, a majority of which consists of Outside Directors. The candidates for Directors are as
follows:No.

1

Position and responsibilities in the

Name

Takayuki Sato

Company

Reelection

Attendance tothe Board of
Directors
meetings

Representative Director and100%

President(15/15)

Tenure as
Director
Gender(at theconclusion ofthis meeting)Male

Twelve (12)years

Director, Managing Executive
Officer
2

Tatsuhiko Nagano

Reelection

General Manager, Administrative
Division and General Manager,100%(15/15)Male

Six (6) years

100%(15/15)

Male

Seven (7) years

100%(15/15)Male

Two (2) years

100%(12/12)Male

One (1) year

-

Male

-

FemaleFive (5) years

Male

Two (2) years

Financial Department,
Administrative Division
Director, Executive Officer
General Manager, Specialty
3Motohiro Yamamoto

Reelection

Business Division, and Deputy
General Manager, Coating
Business Division (Head ofTechnology)
Director, Executive Officer

4

Masayuki Nakatani

Reelection

General Manager, Overseas
Operations Division, and in
charge of Procurement
Director, Executive Officer

5

Akihiro Miyake

6

Akira Fujiwara

7

Kimiyo Hayashi

Reelection

New
candidateReelection
OutsideGeneral Manager, Production
Division
Executive Officer
General Manager, Coating
Business Division100%

Director(15/15)

Independent
8

Hiroshi Sato

Reelection
Outside100%(15/15)

Director

Independent
Reelection

9
Note:

100%
Male
Two (2) years
OutsideDirector(15/15)
Independent
The attendance to the Board of Directors meetings for Akihiro Miyake covers the Board of Directors meetings held after
assuming his office on June 29, 2023.

Koji Baba

New candidate: New candidate for Director
Reelection: Candidate for Director to be reelected
Outside: Candidate for Outside Director
Independent: Independent Officer as defined by the Tokyo Stock Exchange

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No.

Name
(Date of birth)

Career summary, position and responsibilities
Apr. 1984
Apr. 2009

1

Number of theCompany’s shares
ownedJoined the Company
Deputy General Manager, Protective Coating
Department, General Coating Business
Division of the Company
Apr. 2010
General Manager, Development Department,
Technical Development Division of theCompany
Apr. 2011
Executive Officer, Deputy General Manager,
General Coating Business Division (Head ofTechnology), and Deputy General Manager,
Takayuki Sato
Industrial Coating Business Division (Head of(January 15, 1961)
Technology) of the Company
Reelection
Apr. 2012
General Manager, Technical Development
Tenure as Director
Division, and Deputy General Manager,(at the conclusion of thisCoating Business Division (Head of
34,151 shares
meeting)
Technology) of the Company
Twelve (12) years
June 2012
Director of the Company
Attendance to the Board ofApr. 2014
General Manager, Coating Business Division,
Directors meetings
and General Manager, Marketing & Sales
15/15 (100%)
Department of the Company
Apr. 2016
Managing Executive Officer, General Manager,
Protective & Decorative Coatings Department,
Coating Business Division of the Company
Apr. 2018
Senior Managing Executive Officer, Overallmanagement of the Company
June 2018
Representative Director and President of theCompany (present position)[Responsibilities]
Coating Business Division[Reasons for nomination as candidate for Director]
Takayuki Sato has a long and proven track record in the technical and marketing divisions of the Company. Sinceassuming the office of Representative Director and President of the Company in 2018, he has been leading the overallmanagement of the Company’s Group with strong leadership, appropriately making important decisions at the Board of
Directors and supervising execution of business. Considering this wealth of experience and achievements, the Company
requests his reelection as a Director in the belief that he will strengthen the decision-making and supervisory functionsof the Board of Directors, and will contribute towards continuous growth and further improvement of the corporate
value of the Company’s Group.

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No.

Name
(Date of birth)

Career summary, position and responsibilities
Apr. 1987

2

Number of theCompany’s shares
ownedJoined The Mitsubishi Bank, Ltd. (currently
MUFG Bank, Ltd.)May 2012
General Manager, Corporate Banking Division
No. 5, Corporate Banking Group No. 2, The
Bank of Tokyo-Mitsubishi UFJ, Ltd.
June 2014
General Manager, Marunouchi Branch, The
Bank of Tokyo-Mitsubishi UFJ, Ltd.
June 2017
Executive Officer, Deputy General Manager,
Tatsuhiko Nagano
Administrative Division, and in charge of(September 22, 1963)
Finance of the Company
Reelection
Apr. 2018
General Manager, Administrative Division of
Tenure as Director
the Company (present position)(at the conclusion of this
10,538 shares
June 2018
Director (present position), Managing
meeting)
Executive Officer of the Company (present
Six (6) years
position)
Attendance to the Board ofOct. 2020
In charge of Promotion of Dealer’s
Directors meetings
Collaboration of the Company
15/15 (100%)
Apr. 2022
General Manager, Corporate Planning
Department, Administrative Division of theCompany
Apr. 2024
General Manager, Financial Department,
Administrative Division of the Company(present position)[Responsibilities]
Administrative Division[Reasons for nomination as candidate for Director]
Tatsuhiko Nagano has ample expertise gained through his experience in finance and management strategies in afinancial institution. He is leading the Administrative Division, while chairing the Compliance Committee and Risk
Management Committee, thereby contributing towards sound management of the Company’s Group. Considering thiswealth of experience and achievements, the Company requests his reelection as a Director in the belief that he will
strengthen the decision-making and supervisory functions of the Board of Directors, and will contribute towards
continuous growth and further improvement of the corporate value of the Company’s Group.

-6-

No.

Name
(Date of birth)

Career summary, position and responsibilities
Apr. 1986
Apr. 2014

3

Number of theCompany’s shares
ownedJoined the Company
Deputy General Manager, TechnicalDevelopment Division, General Manager,
Development Department, Head of FirstTechnical Development Group, and Deputy
General Manager, Protective & Decorative
Coatings Department of the Company
Motohiro Yamamoto
Apr. 2015
Executive Officer of the Company (present(January 18, 1964)
position)
Reelection
Apr. 2016
General Manager, Technical Development
Tenure as Director
Division, and Deputy General Manager,(at the conclusion of this
11,490 shares
Coating Business Division (Head of
meeting)
Technology) of the Company
Seven (7) years
Attendance to the Board ofJune 2017
Director of the Company (present position)
Directors meetings
Apr. 2018
General Manager, Coating Business Division of
15/15 (100%)
the Company
Apr. 2022
General Manager, Specialty Business Division(present position), and Deputy General
Manager, Coating Business Division (Head ofTechnology) (present position) of the Company[Responsibilities]
Specialty Business Division, Technical Development Division[Reasons for nomination as candidate for Director]
Motohiro Yamamoto has ample expertise gained through his experience in coating development and market
development in the technical and marketing divisions of the Company. He is currently responsible for the Specialty
Business Division and the Technical Development Division. Considering this wealth of experience and achievements,
the Company requests his reelection as a Director in the belief that he will strengthen the decision-making andsupervisory functions of the Board of Directors, and will contribute towards continuous growth and further
improvement of the corporate value of the Company’s Group.

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No.

Name
(Date of birth)

Career summary, position and responsibilities
Apr. 1990

4

Number of theCompany’s shares
ownedJoined The Mitsubishi Bank, Ltd. (currently
MUFG Bank, Ltd.)
Oct. 2011
Deputy General Manager, Corporate
Administration Division, The Bank of TokyoMitsubishi UFJ, Ltd.
Oct. 2014
Deputy General Manager, Namba Branch, The
Bank of Tokyo-Mitsubishi UFJ, Ltd.
Apr. 2015
General Manager, Tokuyama Branch, andMasayuki Nakatani
General Manager, Tokuyama Branch, The Bank
(December 8, 1966)of Tokyo-Mitsubishi UFJ, Ltd.
Reelection
Oct. 2017
Deputy General Manager, Credit Division, The
Tenure as Director
Bank of Tokyo-Mitsubishi UFJ, Ltd.
(at the conclusion of this
7,760 shares
May 2019
Joined the Company
meeting)
Senior Manager, Corporate Planning
Two (2) years
Department, Administrative Division
Attendance to the Board ofApr. 2020
Executive Officer (present position),
Directors meetings
General Manager, Corporate Planning
15/15 (100%)
Department, Administrative Division of theCompany
Apr. 2022
General Manager, Overseas Operations
Division of the Company (present position)
June 2022
Director of the Company (present position)
In charge of Procurement (present position)[Responsibilities]
Overseas Operations Division, Procurement Division[Reasons for nomination as candidate for Director]
Masayuki Nakatani has ample expertise gained through his experience in finance and accounting in a financial
institution. After joining the Company, he developed and promoted the medium-term management plan as the General
Manager of the Corporate Planning Department, and he was responsible for management and internal control of Group
companies in Japan and overseas. Drawing on these strong management ability and track record, he is currently
responsible for the Overseas Operations Division and Procurement Division.
Considering this wealth of experience and achievements, the Company requests his reelection as a Director in the belief
that he will strengthen the decision-making and supervisory functions of the Board of Directors, and will contributetowards continuous growth and further improvement of the corporate value of the Company’s Group.

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No.

Name
(Date of birth)

Career summary, position and responsibilities
Apr. 1996
Apr. 2013

5

Number of theCompany’s shares
ownedJoined the Company
Deputy General Manager, Production
Engineering Department, Production Divisionof the Company
Akihiro Miyake
Apr. 2015
Deputy General Manager, Coating Business(February 7, 1971)
Planning Department, Coating Business
Reelection
Division of the Company
Tenure as Director
Apr. 2017
General Manager, Coating Business Planning(at the conclusion of thisDepartment, Coating Business Division of themeeting)Company
8,773 shares
One (1) year
Apr. 2021
Executive Officer (present position),
Attendance to the Board ofGeneral Manager, Production Engineering
Directors meetings
Department, Production Division of the(after assuming office on June
Company
29, 2023)
Apr. 2022
General Manager, Production Division of the
12/12 (100%)Company (present position)
June 2023
Director of the Company (present position)[Responsibilities]
Production Division[Reasons for nomination as candidate for Director]
In addition to his ample expertise gained through his experience in coating development and manufacturing andbusiness planning in the technical, production and marketing divisions of the Company, Akihiro Miyake has a trackrecord of various projects such as constructing core systems and quality management, and is currently responsible for
the Production Division.
Considering this wealth of experience and achievements, the Company requests his reelection as a Director in the belief
that he will strengthen the decision-making and supervisory functions of the Board of Directors, and will contributetowards continuous growth and further improvement of the corporate value of the Company’s Group.

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No.

Name
(Date of birth)

Career summary, position and responsibilities
Apr. 1983
Apr. 2010

6

Number of theCompany’s shares
ownedJoined the Company
General Manager, West Japan Marketing &Sales Department, General Coating Marketing& Sales Department, General Coating Business
Division of the Company
Apr. 2013
General Manager, Metal Baking Coatings
Department, Coating Business Division of theCompany
July 2016
General Manager, Marketing & Sales
Department, Coating Business Division of theCompany
Apr. 2017
Representative Director and President, DNT
Sanyo Chemical Co., Ltd.
Akira Fujiwara(April 18, 1960)
3,422 shares
Apr. 2020
Executive Officer (present position),
New candidate
Deputy General Manager, Coating Business
Division of the Company
Apr. 2021
General Manager, Coating Business Planning
Department, Coating Business Division of theCompany
Apr. 2023
General Manager, Market Development
Department, Coating Business Division of theCompany
Dec. 2023
General Manager, Coating Business Division of
the Company (present position)[Significant concurrent positions outside the Company]
Representative Director and President, Dai Nippon Toryo
Hokkaido Co., Ltd.
[Reasons for nomination as candidate for Director]
In addition to his ample expertise gained through his experience in market development and business planningcultivated over many years in the marketing division of the Company, Akira Fujiwara has management experience in
the Group’s sales-related companies in Japan and is currently responsible for the marketing division. Considering thiswealth of experience and achievements, the Company requests his election as a Director in the belief that he will
strengthen the decision-making and supervisory functions of the Board of Directors, and will contribute towards
continuous growth and further improvement of the corporate value of the Company’s Group.

- 10 -

No.

Name(Date of birth)

Career summary, position and responsibilities
Oct. 1982

7

Number of theCompany’s shares
ownedJoined Asahi & Co. (currently KPMG AZSA
LLC)Mar. 1986
Registered as a certified public accountant (tothe present)
Kimiyo Hayashi
Oct. 1995
Senior Manager, Asahi & Co. (retired in(April 29, 1958)
September 2009)
Reelection
OutsideOct. 2009
Representative, Hayashi Kimiyo Certified
Public Accountant Office (present position)
IndependentOct. 2010
Corporate Auditor, Iwatani Direct Co., Ltd.
Tenure as Outside Director
3,700 shares(currently IWATANI-I-COLLECT Co., Ltd.)(at the conclusion of this(present position)
meeting)
Five (5) years
June 2019
Director of the Company (present position)
Attendance to the Board ofJune 2020
Outside Auditor, NEW COSMOS ELECTRIC
Directors meetingsCO., LTD. (present position)
15/15 (100%)[Significant concurrent positions outside the Company]
Representative, Hayashi Kimiyo Certified Public Accountant
OfficeOutside Auditor, NEW COSMOS ELECTRIC CO., LTD.
[Summary of reasons for nomination as candidate for Outside Director and expected roles]
In addition to her wealth of insight in finance and accounting as a certified public accountant, Kimiyo Hayashi has
ample experience as an auditor of business corporations.
In the Company, she is appropriately playing her role of the management supervisory function, including actively
participating in discussion at the Board of Directors from her expert perspective. The Company requests her reelection
as an Outside Director in the expectation that her advice on the Company’s overall management will contribute towards
reinforcement of corporate governance of the Company, which leads to accomplishing continuous growth and further
improvement of the corporate value of the Company’s Group.
Moreover, if she is reelected, the Company will seek her continued involvement in selecting the Company’s officer
candidates and making decisions on officer remuneration and other matters from an objective and neutral perspective asa member of the Nominating Committee and the Remuneration Advisory Committee.
Although she has not been involved in the management of a company except as an outside officer in the past, theCompany deems her capable of appropriately performing her professional duties as an Outside Director for the reasons
above.
[Facts regarding violations of laws, regulations, or the Articles of Incorporation of the Company or other companies inwhich candidate for Outside Director concurrently serves as officer]
In October 2023, while Kimiyo Hayashi was serving as an Outside Director of the Company, the Company announced
that inappropriate actions, such as falsification of inspection values in relation to the inspection standards establishedwithin the Company, had been conducted on JIS products manufactured by our consolidated subsidiary Okayama Kako
Co., Ltd.
Although she was unaware of the said misconduct until it was discovered, she has been regularly making
recommendations, etc. from the viewpoint of legal compliance. After the discovery of the said misconduct, she fulfilled
her responsibilities by providing advice, etc. on how to strengthen the internal control system and ensure compliance inorder to prevent recurrence.

- 11 -

No.

Name(Date of birth)

Career summary, position and responsibilities
Apr. 1980

8

Number of theCompany’s shares
ownedJoined The Mitsubishi Bank, Ltd. (currently
MUFG Bank, Ltd.)May 2005
General Manager, Credit & Advisory Division,
The Bank of Tokyo-Mitsubishi, Ltd. (currently
MUFG Bank, Ltd.)May 2006
General Manager, Credit Division, The Bank ofHiroshi Sato
Tokyo-Mitsubishi UFJ, Ltd. (currently MUFG
(January 2, 1958)
Bank, Ltd.)
Reelection
OutsideJune 2007
Executive Officer, Manager, Credit Division,
The Bank of Tokyo-Mitsubishi UFJ, Ltd.
Independent
June 2008
Full-time Member of the Audit & Supervisory
Tenure as Outside Director
1,100 shares
Committee, The Bank of Tokyo-Mitsubishi(at the conclusion of thisUFJ, Ltd. (retired in June 2011)
meeting)
Two (2) years
June 2011
Representative Director and Managing
Attendance to the Board of
Director, Mitsubishi Steel Mfg. Co., Ltd.
Directors meetings(retired in June 2017)15/15 (100%)
June 2017
Standing Audit & Supervisory Board Member,
Mitsubishi Materials Corporation
June 2019
Outside Director and Standing Audit
Committee Member, Mitsubishi Materials
Corporation (retired in June 2022)
June 2022
Director of the Company (present position)[Summary of reasons for nomination as candidate for Outside Director and expected roles]
Hiroshi Sato has ample expertise related to finance, accounting, and corporate management gained through his
experience as a corporate auditor of a financial institution and a senior corporate executive and corporate auditor of
listed enterprises. The Company requests his reelection as an Outside Director in the expectation that his advice on the
Company’s overall management will contribute towards reinforcement of corporate governance of the Company, whichleads to accomplishing continuous growth and further improvement of corporate value of the Company’s Group.
Moreover, if he is reelected, the Company will seek his continued involvement in selecting the Company’s officer
candidates and making decisions on officer remuneration and other matters from an objective and neutral perspective asa member of the Nominating Committee and the Remuneration Advisory Committee.
[Facts regarding violations of laws, regulations, or the Articles of Incorporation of the Company or other companies inwhich candidate for Outside Director concurrently serves as officer]
In October 2023, while Hiroshi Sato was serving as an Outside Director of the Company, the Company announced that
inappropriate actions, such as falsification of inspection values in relation to the inspection standards established within
the Company, had been conducted on JIS products manufactured by our consolidated subsidiary Okayama Kako Co.,Ltd.
Although he was unaware of the said misconduct until it was discovered, he has been regularly making
recommendations, etc. from the viewpoint of legal compliance. After the discovery of the said misconduct, he fulfilled
his responsibilities by providing advice, etc. on how to strengthen the internal control system and ensure compliance inorder to prevent recurrence, as well as investigating the facts as a member of the special investigation committee.

- 12 -

No.

Name(Date of birth)

Career summary, position and responsibilities
Apr. 1981

9

Notes:

Number of theCompany’s shares
ownedJoined The Bank of Tokyo, Ltd. (currently
MUFG Bank, Ltd.)May 2007General Manager, Johannesburg Representative
Office, The Bank of Tokyo-Mitsubishi UFJ,
Ltd. (currently MUFG Bank, Ltd.)
Dec. 2010
Joined Nippon Yusoki Co., Ltd. (currently
Mitsubishi Logisnext Co., Ltd.)
Apr. 2011
General Manager, Business Planning Office,Sales and Marketing Headquarters, Nippon
Koji Baba
Yusoki Co., Ltd.
(August 22, 1957)
Reelection
Apr. 2013
Division Head, General Manager, Overseas
OutsideBusiness Planning Division, Overseas Sales andMarketing Headquarters, Mitsubishi Nichiyu
Independent
Forklift Co., Ltd. (currently Mitsubishi
Tenure as Outside Director
1,100 shares
Logisnext Co., Ltd.)(at the conclusion of thismeeting)June 2014
Executive Officer, Division Head, General
Two (2) years
Manager, Overseas Business Planning Division,
Attendance to the Board ofOverseas Sales and Marketing Headquarters,
Directors meetings
Mitsubishi Nichiyu Forklift Co., Ltd.
15/15 (100%)
Oct. 2017
Member of the Executive Team, Deputy Head,
Overseas Sales and Marketing Headquarters
and Division Head, General Manager, Overseas
Business Planning Division, Mitsubishi
Logisnext Co., Ltd.
June 2019
Audit and Supervisory Board Member,
Mitsubishi Logisnext Co., Ltd. (retired in June
2023)
June 2022
Director of the Company (present position)[Summary of reasons for nomination as candidate for Outside Director and expected roles]
Koji Baba has ample expertise related to finance and accounting as well as overseas business gained through his
experience as an executive officer in charge of overseas sales and a corporate auditor of a listed enterprise, in addition
to many years of experience in a financial institution. The Company requests his reelection as an Outside Director in the
expectation that his advice on the Company’s overall management will contribute towards reinforcement of corporate
governance of the Company, which leads to accomplishing continuous growth and further improvement of corporate
value of the Company’s Group.
Moreover, if he is reelected, the Company will seek his continued involvement in selecting the Company’s officer
candidates and making decisions on officer remuneration and other matters from an objective and neutral perspective asa member of the Nominating Committee and the Remuneration Advisory Committee.
[Facts regarding violations of laws, regulations, or the Articles of Incorporation of the Company or other companies inwhich candidate for Outside Director concurrently serves as officer]
In October 2023, while Koji Baba was serving as an Outside Director of the Company, the Company announced that
inappropriate actions, such as falsification of inspection values in relation to the inspection standards established within
the Company, had been conducted on JIS products manufactured by our consolidated subsidiary Okayama Kako Co.,Ltd.
Although he was unaware of the said misconduct until it was discovered, he has been regularly making
recommendations, etc. from the viewpoint of legal compliance. After the discovery of the said misconduct, he fulfilled
his responsibilities by providing advice, etc. on how to strengthen the internal control system and ensure compliance inorder to prevent recurrence.
1. There are no special interests between any of the candidates and the Company.
2. Matters pertaining to candidates for Outside Director are as follows.
(1) Kimiyo Hayashi, Hiroshi Sato, and Koji Baba are candidates for Outside Director.
The Company has designated these three persons as Independent Officers and notified such designation to the Tokyo
Stock Exchange in accordance with the rules of Tokyo Stock Exchange, Inc.
(2) Pursuant to Article 427, paragraph (1) of the Companies Act, the Company has entered into limited liability
agreements with Kimiyo Hayashi, Hiroshi Sato, and Koji Baba under Article 423, paragraph (1) of the same Act.
Limitation on liability to compensate for damages under such an agreement is set out to be the minimum amounts set- 13 -

forth in the relevant laws and regulations. If the reelection of the three are approved, the Company intends to continue
the above limited liability agreement with them.
(3) Although Kimiyo Hayashi was formerly a member of KPMG AZSA & Co. (currently KPMG AZSA LLC), theaccounting auditor of the Company, a significant period of time has passed since she left the said firm (14 years).
Accordingly, the Company has determined that the independence of Kimiyo Hayashi is secured.
(4) There are business transactions such as borrowings, etc., between the Company and MUFG Bank, Ltd., where Hiroshi
Sato served as a corporate auditor and Koji Baba served as a business executive, however, the amount of theseborrowings at the end of the most recent fiscal year is small (less than 2.6%) for the consolidated total assets of theCompany. Also, 13 years have passed since Hiroshi Sato stepped down from his tenure at said bank and 13 years
have passed since Koji Baba departed from his employment at said bank. Therefore, considering the considerable
period of time for both cases, the Company has determined that the independence of Hiroshi Sato and Koji Baba issecured.
(5) There are business transactions such as providing products, etc., between the Company and Mitsubishi Logisnext
Co., Ltd., where Koji Baba served as an Audit and Supervisory Board Member, but the amount of these transactionsin the most recent fiscal year is negligible (less than 0.01%) for the consolidated net sales of the Company.
Accordingly, the Company has determined that the independence of Koji Baba is secured.
3. The Company has taken out a Directors and Officers liability insurance policy with an insurance company, as stipulated
in Article 430-3, paragraph (1) of the Companies Act, with all of its Directors covered as insured parties thereto. The
insurance policy provides coverage with respect to officers and others who are the insured parties for losses that arise fromtheir assumption of liability incurred in the course of performing their professional duties or otherwise arising as a resultof them having become subject to claims pertaining to the pursuit of such liability. However, there are certain reasons forcoverage exclusion in that, for instance, the policy does not provide coverage for losses arising due to performance of anillegal act with full knowledge of its illegality. In addition, when the insurance policy is renewed, the Company plans torenew the policy with the same terms. All candidates for Director will be listed as insured parties under the insurance
policy.

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Proposal 3:

Election of One (1) Substitute Corporate Auditor

The effect of assignment of substitute Corporate Auditor Kei Nishida will expire at the commencement of thismeeting. Therefore, we propose the election of one (1) substitute Corporate Auditor to prepare for a situation where
the number of Corporate Auditor does not satisfy the number prescribed by laws and regulations.
The candidate for substitute Corporate Auditor has been determined by the Board of Directors based on therecommendation of the Nominating Committee, a majority of which consists of Outside Directors.
The Board of Corporate Auditors has given its consent to this proposal.
The candidate for substitute Corporate Auditor is as follows:
Name(Date of birth)

Career summary
Apr. 1977

Number of theCompany’s shares
ownedJoined Japan Storage Battery Co., Ltd. (currently GS Yuasa
International Ltd.)
July 2007
General Manager, Corporate Strategy Management
Division, and Head of Public Relations Office, GS Yuasa
Corporation
June 2008
Corporate Officer, GS Yuasa Corporation
June 2009
Director, GS Yuasa Corporation
Apr. 2010
Head of the Corporate Office, GS Yuasa Corporation
Kei Nishida(July 8, 1954)
June 2012Managing Director, GS Yuasa Corporation
0 shares
OutsideJune 2015
Representative Director and Senior Managing Director, GS
Independent
Yuasa Corporation
June 2018
Representative Director and Executive Vice President, GS
Yuasa Corporation
June 2020
Consultant, GS Yuasa Corporation (retired in June 2021)
June 2021
Outside Director, TOKYO ELECTRON DEVICE LIMITED(present position)[Significant concurrent positions outside the Company]
Outside Director, TOKYO ELECTRON DEVICE LIMITED[Reasons for nomination as candidate for substitute Outside Corporate Auditor]
Kei Nishida has ample expertise related to corporate management gained through his experience as a senior corporate executive andoutside director of listed enterprises. The Company requests his election as a substitute Outside Corporate Auditor in the expectationthat he will appropriately execute his duties as Corporate Auditor from his expert perspective drawing on such expertise.
Notes: 1. There is no special interest between Kei Nishida, a candidate for substitute Outside Corporate Auditor, and the Company.
2. Kei Nishida is a candidate for substitute Outside Corporate Auditor. If he is appointed Corporate Auditor, the Company
plans to designate Kei Nishida as an Independent Officer and notify such designation to the Tokyo Stock Exchange inaccordance with the rules of Tokyo Stock Exchange, Inc.
3. If Kei Nishida is appointed Corporate Auditor, pursuant to Article 427, paragraph (1) of the Companies Act, the Company
intends to enter into a limited liability agreement with him under Article 423, paragraph (1) of the same Act. Limitation
on liability to compensate for damages under such an agreement is set out to be the minimum amounts set forth in therelevant laws and regulations.
4. The Company has taken out a Directors and Officers liability insurance policy with an insurance company, as stipulated
in Article 430-3, paragraph (1) of the Companies Act, with all of its Corporate Auditors covered as insured parties thereto.
The insurance policy provides coverage with respect to officers and others who are the insured parties for losses that arise
from their assumption of liability incurred in the course of performing their professional duties or otherwise arising as aresult of them having become subject to claims pertaining to the pursuit of such liability. However, there are certain reasonsfor coverage exclusion in that, for instance, the policy does not provide coverage for losses arising due to performance ofan illegal act with full knowledge of its illegality. In addition, when the insurance policy is renewed, the Company plansto renew the policy with the same terms. If Kei Nishida is appointed Corporate Auditor, the Company intends to list him
as an insured party under the insurance policy.

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(Reference) Composition of the Board of Directors and the Board of Corporate Auditors (planned after the conclusionof this meeting)
If Proposal 2 is approved, the composition of the Board of Directors and the Board of Corporate Auditors of theCompany will be as below:
Category

Name

Takayuki Sato
Tatsuhiko
NaganoThe Board of Directors

Motohiro
Yamamoto
Masayuki
Nakatani
Akihiro Miyake
Akira Fujiwara
Kimiyo Hayashi
Hiroshi Sato
Koji Baba

The Board of Corporate Auditors

Hideki Sugiura

Naoyuki Kimura
Hiroyuki Fujii

Position in the
Company
Representative
Director andPresident
Director,
Managing
Executive
Officer
Director,
Executive
Officer
Director,
Executive
Officer
Director,
Executive
Officer
Director,
Executive
Officer
Director(Outside)
Director(Outside)
Director(Outside)
Full-time
Corporate
Auditor(Outside)
Full-time
Corporate
AuditorCorporate
Auditor(Outside)

Tenure as
Officer

Age

GenderTwelve (12)
years

63

Male

Six (6) years

60

Male

Seven (7) years

60

Male

Two (2) years

57

Male

One (1) year

53

Male

—

64

Male

Five (5) years

66

Two (2) years

Nominating
Committee

Remuneration
Advisory
Committee●●(Chair)(Chair)●●Female

●

●

66

Male

●

●

Two (2) years

66

Male

●

●

Three (3) years

58

Male

Two (2) years

65

Male

Ten (10) years

69

Male

Note: The table above does not represent all of the skills (expertise, experience, and knowledge) possessed by each person.

- 16 -

Director’s or Corporate Auditor’s expertise, experience, and knowledge
Category

Name

Takayuki Sato
Tatsuhiko
NaganoThe Board of Directors

Motohiro
Yamamoto
Masayuki
Nakatani
Akihiro Miyake
Akira Fujiwara
Kimiyo Hayashi
Hiroshi Sato
Koji Baba

The Board of Corporate Auditors

Hideki Sugiura

Naoyuki Kimura
Hiroyuki Fujii

Position in the
Company
Representative
Director andPresident
Director,
Managing
Executive
Officer
Director,
Executive
Officer
Director,
Executive
Officer
Director,
Executive
Officer
Director,
Executive
Officer
Director(Outside)
Director(Outside)
Director(Outside)
Full-time
Corporate
Auditor(Outside)
Full-time
Corporate
AuditorCorporate
Auditor(Outside)

Legal,
Organization
Corporate Finance & compliance,& humanand riskmanagement accounting
resources
management

Global●●●Technology& product Environment
Sales &
marketing development & society/production

●
●

●

●

●

●
●

●

●

●

●

●

●
●
●

●

●

●

●

●

●

●

●

●

- 17 -●●

(Reference) Independence Criteria for Outside Officers
The Company deems that Outside Directors and Outside Corporate Auditors (including their candidates) haveadequate independence from the Company if they meet the requirements for independence stipulated by theCompanies Act and the Tokyo Stock Exchange, and do not fall under any of the following items:(1)

A person whose major business partner is the Company or the Company’s subsidiary (“the Company’sGroup”)Note 1, or an executive for that personNote 2(2)

A person who is a major business partner of the Company’s GroupNote 3, or an executive for that person(3)

A consultant, accounting professional, or legal professional who received ¥10 million or more monetaryconsideration or other property from the Company’s Group in the last fiscal year excluding officer
remuneration (if a corporation, association, or other organization received such property, this applies to aperson who belongs to that organization)(4)

A person who received donations of ¥10 million or more from the Company’s Group in the last fiscal year,
or an executive for that person(5)

A major shareholder (a shareholder who holds 10% or more of all the voting rights directly or indirectly) of
the Company, or an executive for that shareholder(6)

A person who had fallen under any of (1) to (5) above in the past three (3) years(7)

A relative within the second degree of a person who falls under any of (1) to (5) above (limited to important
personsNote 4)

Notes: 1. “A person whose major business partner is the Company’s Group” means a person who is a business partner groupproviding products or services to the Company’s Group and received payments from the Company’s Group that
represent 2% or more of the person’s annual consolidated net sales for the last fiscal year.
2. “An executive” means an executive as stipulated in Article 2, paragraph (3), item (vi) of the Regulations for
Enforcement of the Companies Act, i.e., an executive director, executive officer, or other officer managing the businessof a corporation, etc., a member who manages the business, and an employee.
3. “A person who is a major business partner of the Company’s Group” means a person who is a business partner group towhich the Company’s Group provides products or services and made payments to the Company’s Group that represent
2% or more of the Company’s Group’s annual consolidated net sales for the last fiscal year (in the case of a financial
institution from which the Company’s Group borrows, the financial institution falls under this category if the amount ofborrowings is not negligible for the consolidated total assets of the Company’s Group).
4. “Important persons” mean directors, executive officers, corporate officers, or executives at the level of division heads or
higher in the case of (1), (2), (4), and (5), and certified public accountants belonging to an audit corporation or attorneys(including so-called associates) belonging to a law firm in the case of (3).

- 18 -

[Reference] Approach to Cross-shareholdings
The Company will specifically review the appropriateness of its cross-shareholdings in accordance with its “Policy
on Cross-shareholdings,” and will continue to seek to reduce its holdings of shares that have become less significant
in terms of economic rationality including cost of capital, management strategies, and maintenance and reinforcementof business relationships.
Specifically, at a meeting of the Board of Directors held in December 2023, the Company passed a resolution
approving a policy to reduce the amount of investment securities held to less than 10% of its consolidated net assets
by the end of March 2025.
Trend of number of issues held and balance sheet amountIn FY2023, the Company sold a total of 11 issues for 1,630 million yen (1,359 million yen gain on sale), however
due to the rising share prices of shares in our holdings, the value of total holdings at the end of FY2023 was 15.8%
of consolidated net assets.

Listed stocks
Unlisted stocks
Total holdings
Consolidated net assets
Ratio of total holdings
to consolidated net
assets139th fiscal year (FY2021)
Balance sheet
Numberamountof issues(Millions of yen)
(Issues)
37
6,781
21
261
58
7,043
51,991
13.5%

140th fiscal year (FY2022)
Balance sheet
Numberamountof issues(Millions of yen)
(Issues)
35
7,130
21
260
56
7,390
55,21013.4%

141st fiscal year (FY2023)
Balance sheet
Numberamountof issues(Millions of yen)
(Issues)
25
9,609
20
258
45
9,868
62,49015.8%[Policy on Cross-shareholdings]
In order to achieve sustainable growth and enhance corporate value, we hold shares in business partners as we deem
necessary as part of our management strategy and maintenance and reinforcement of business relationships.
The Board of Directors will periodically review the purpose and economic rationale of each of the Company’s
cross-shareholdings from a medium- to long-term perspective every year, and the Company will seek to reduce thenumber of shares held if their significance has diminished.
[Criteria for Exercise of Voting Rights]
With respect to the exercise of voting rights on cross-shareholdings, the Company will comprehensively consider
whether the content of each proposal contributes to the enhancement of the Company’s corporate value andshareholder value, and exercise voting rights after making an appropriate decision for or against the proposal.

- 19 -