This document has been translated from the Japanese original for reference purposes only. In the event ofany discrepancy between this translated document and the Japanese original, the original 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: 4206
June 2, 2023
(Start Date of Electronic Provision Measures: May 26, 2023)
To our shareholders:
Kenji Ebihara
Representative Director, President
and Executive Officer
Aica Kogyo Company, Limited
2288 Nishihorie, Kiyosu, Aichi,Japan

NOTICE OF
THE 123rd ANNUAL GENERAL MEETING OF SHAREHOLDERS
Dear Shareholders:
We would like to express our appreciation for your continued support and patronage.
We hereby inform you that the 123rd Annual General Meeting of Shareholders of Aica Kogyo Company,
Limited (the “Company”) will be held as described below.
In convening the General Meeting of Shareholders, the Company has taken measures to provide
electronically the information that is the content of the Reference Documents etc. for the General Meetingof Shareholders (the matter to be electronically provided) and posted such information on the Company’s
website on the internet as “Notice of the 123rd Annual General Meeting of Shareholders”. You are kindly
requested to access the following website to review the information.
The Company’s website: https://www.aica.co.jp/company/ir/event/stock-meeting/
The matters to be electronically provided are also posted the website of Tokyo Stock Exchange (TSE).
You are kindly requested to access the following website to review the information. Please access the below
website of TSE and enter “Aica Kogyo” in “Security Name (Company Name)” or the Company’s securities
code “4206” in “Code” to search, select “Basic Information” and then “Documents for public
inspection/PR information,” and see the “Convocation notices/documents for shareholder meetings”
column under “Documents for public inspection.”
Tokyo Stock Exchange’s website (TSE’s Company Announcements Service for listed companies):
https://www2.jpx.co.jp/tseHpFront/JJK010010Action.do?Show=ShowIn lieu of attending the General Meeting of Shareholders in person, you can exercise your voting rights
either in writing or via the internet. Please review the Reference Documents for the General Meeting of
Shareholders described hereinafter and exercise your voting rights no later than at 5:00 p.m. on Thursday,June 22, 2023 (Japan time).

-1-1. Date and Time:

Friday, June 23, 2023 at 10:00 a.m. Japan time
(The reception starts at 9:00 a.m.)

2. Venue:

Conference Room No.5, the Company’s Nagoya Plant
2288 Nishihorie, Kiyosu, Aichi, Japan

3. Meeting Agenda:
Matters to be reported:1. The Business Report and Consolidated Financial Statements for the
123rd Fiscal Year (April 1, 2022–March 31, 2023) and results of auditsof the Consolidated Financial Statements by the Accounting Auditor andthe Audit and Supervisory Committee
2. Non-consolidated Financial Statements for the 123rd Fiscal Year (April
1, 2022–March 31, 2023)
Proposals to be resolved:
Appropriation of Surplus
Proposal 1:
Election of Six (6) Directors (excluding Directors who are Audit andProposal 2:
Supervisory Committee Members)
4. Matters Concerning (1) In the event that your approval or disapproval of each proposal is notindicated on the voting form, it shall be considered as an indication of
Exercising of Voting
approval.
Rights:(2) When voting rights are exercised in duplicate, both in writing and via theinternet, the vote via the internet shall be deemed effective.
(3) When voting rights are exercised via the internet more than once, the lastvote shall be deemed effective.
◎ The document we have sent to you also serves as a document describing the matters to be provided electronically
based on your request for a paper copy to be sent. Please note that in accordance with applicable laws andregulations and Article 20 of the Articles of Incorporation of the Company, the following items are not included
in it. Therefore, the document constitutes part of the documents audited by the Audit and Supervisory Committee
in preparation of the Audit Report and by the Accounting Auditors in preparation of the Accounting Auditor'sReport.
(i) Overview of the system to ensure the appropriateness of operations in the business report and the operation
status of such system(ii) Consolidated statements of changes in net assets and notes to consolidated financial statements(iii) Statements of changes in net assets and notes to non-consolidated financial statements◎ When attending the General Meeting of Shareholders, please submit the enclosed Voting Rights Exercise Formto the receptionist at the General Meeting of Shareholders.
◎ If any changes are made to the matters to be electronically provided, such change will be announced on the
Company’s website and TSE’s website as above on the internet.

-2-

Reference Documents for the General Meeting of Shareholders
Proposals and References
Proposal No.1:

Appropriation of Surplus

The Company proposes the appropriation of surplus as follows.
[Matters related to year-end dividends]
In order to return profits to shareholders and realize sustainable growth of the Company, the Company
intends to pay its dividends after comprehensively considering its consolidated business performance,
dividend payout ratio and retained earnings. Under the New Medium Term Business Plan “Value Creation
3000 & 300,” the Company continues our basic policy of a progressive dividend, avoiding a dividend
reduction
The year-end dividend for the fiscal year under review is proposed as follows, taking into consideration
the above basic policy, past return results, financial conditions, and full-year business performance, etc.
(1) Type of dividend property
Cash(2) Matters related to allotment of dividend property and its total amount¥59 per share of common stock of the Company
Total amount: ¥3,776,640,327
As we already paid an interim dividend of 50 yen per share, the annual dividend for the fiscal year
ended March 31, 2023 will be 109 yen per share.
(3) Effective date of distribution of surplus
Monday, June 26, 2023

-3-

Proposal 2: Election of Six (6) Directors (excluding Directors who are Audit and Supervisory
Committee Members)
The term of office of all six (6) Directors (excluding Directors who are Audit and Supervisory Committee
Members) will expire at the conclusion of this Annual General Meeting of Shareholders, and therefore, theCompany requests the election of six (6) Directors (excluding Directors who are Audit and Supervisory
Committee Members).
The candidates for Directors (excluding Directors who are Audit and Supervisory Committee Members)
are as follows.
No.

Name

Current positions

Attendance at the Boardof Directors meetings

1[Reappointment]

Yuji Ono

Representative Director andChairman

14/14 (100%)

2[Reappointment]

Kenji Ebihara

Representative Director,
President and Executive Officer

14/14 (100%)

3[Reappointment]

Nobuyuki Omura

Director and Managing
Executive Officer

14/14 (100%)

4[New appointment] Yuji Iwatsuka

5

6[New appointment]
Hiroshi Kanie[Outside][Independent][Reappointment][Outside]Ayako Shimizu[Independent]

Managing Executive Officer－

Director

-4-

－

－

14/14 (100%)

No.

Name
(Date of birth)

Career summary, positions, responsibilities,
and significant concurrent positions
April 1979
April 2000
October 2002
April 2004

1

Yuji Ono
June 2004(August 24, 1956)
October 2004
[Reappointment] April 2008
June 2008
June 2009
June 2010
June 2018
April 2022

Number ofshares of theCompany held

Joined Aica Kogyo Company, Limited
68,816 shares
General Manager, Chemical Development
Department 1
General Manager, Sales Department, theChemical Products Business Unit
Deputy President of the Chemical Products
Business Unit
Attendance at
Executive Officer
the Board of
Director, R&D Center 2
Directors
President of the Chemical Products Business Unit
meetings
Director
14/14
Managing Director(100%)
Representative Director (present)
Director and President
President and Executive Officer
Representative Director and Chairman (present)[Reason for nomination as candidate for Director]
Mr. Yuji Ono has overseen the management of AICA Group as Representative Director for the past
thirteen (13) years, and has led the business by establishing AICA’s 10 Years Vision and the Medium
Term Business Plan.
In addition, since April 2022, he has chaired the Board of Directors as Representative Director andChairman and promoted measures to improve the Company's corporate governance. The Company judgesthat Mr. Yuji Ono is qualified to continue to enhance the corporate value and sustainable growth of AICA
Group, and has therefore nominated him as a candidate for Director.

-5-

No.

Name
(Date of birth)

Career summary, positions, responsibilities,
and significant concurrent positions
April 1991
April 2009
October 2010
April 2013
April 2015

Kenji Ebihara(April 15, 1967)[Reappointment]
2June 2017
June 2018
April 2019
June 2019
April 2020

April 2022

Number ofshares of theCompany held

Joined Aica Kogyo Company, Limited
18,286 shares
General Manager, Chemical Development
Department, R&D Center
Manager, Jimokuji Laboratory, R&D Center
General Manager, R&D Center
President of the Specialty & Performance
Materials Business Unit
Attendance at
Executive Officer
the Board of
Senior Executive Officer
Directors
Managing Executive Officer
meetings
Director
14/14
President of the Chemical Products Business(100%)
Unit
Deputy General Manager, Sales Administration
Division
Representative Director (present)
President and Executive Officer (present)[Reason for nomination as candidate for Director]
Mr. Kenji Ebihara has extensive experience and knowledge, especially in R&D, and has been leading
both of the unit’s businesses as President of the Specialty & Performance Materials Business Unit since2015 and then President of the Chemical Products Business Unit since 2020.
Since April 2022, he has been serving as Representative Director, President and Executive Officer tocreate and expand high growth businesses and strengthen the management foundation and the profit baseof the Company. The Company judges that Mr. Kenji Ebihara is qualified to continue to enhance thecorporate value and sustainable growth of AICA Group, and has therefore nominated him as a candidate
for Director.

-6-

No.

Name
(Date of birth)

Career summary, positions, responsibilities,
and significant concurrent positions
April 1988
October 2003
June 2008
January 2009
April 2009
June 2009
April 2011

Nobuyuki Omura(April 7, 1964)[Reappointment]

December 2012
April 2015
April 2016

3

June 2017
April 2018
June 2018
April 2020
April 2022
January 2023

Number ofshares of theCompany held

Joined MITSUI & CO., LTD.
Manager, General Merchandise Division, General 25,105 shares
Merchandise Department, Chubu Office
Deputy General Manager, Consumer Service
Business Unit II
Joined Aica Kogyo Company, Limited
Deputy General Manager, Overseas Business
Department
General Manager, Overseas Business Department
Director
Manager of New Business Office, Legal &Internal Audit Units, Public Relations & IR
GroupeAttendance at
Director and Deputy Chairman, Aica Asia Pacific the Board of
Holding Pte. Ltd.
Directors
Director and Chairman, Aica Asia Pacificmeetings
Holding Pte. Ltd.
Responsible for Overseas Business of the
14/14
Chemical Products Business Unit
(100%)
Managing Director
President of the Chemical Products Business Unit
Deputy Senior General Manager, Sales Division
Director (present)
Managing Executive Officer (present)
President of the Specialty & Performance
Materials Business Unit
President of the Chemical Products Business Unit (present)
Deputy Senior General Manager, Sales Division
Chairman, AICA Asia Pacific Holding Pte. Ltd.
(present)[Reason for nomination as candidate for Director]
Mr. Nobuyuki Omura has extensive experience and knowledge, especially in overseas business, and has
engaged in the Company's management as Director since 2009. He had been President of the Specialty &Performance Materials Business Unit since April 2020 and has been President of the Chemical Products
Business Unit and in charge of its business since April 2022. The Company judges that Mr. Nobuyuki
Omura is qualified to continue to enhance the corporate value and sustainable growth of AICA Group,and has therefore nominated him as a candidate for Director.

-7-

No.

Name
(Date of birth)

Career summary, positions, responsibilities,
and significant concurrent positions
April 1989
April 2010
April 2012

Yuji Iwatsuka(January 20, 1967)
4

April 2015
June 2015
June 2016
April 2020

[New appointment]
April 2021
April 2023

Joined Aica Kogyo Company, Limited
General Manager, Production Control
Department, the Laminates Business Unit
General Manager, Production Control
Department, the Chemical Products Business
Unit
President of Chemical Products Business Unit
Executive Officer
Senior Executive Officer
Responsible for Overseas Planning
Department, General Manager, Purchasing
Department
Deputy President of Laminates & Building
Materials Business Unit (Responsible for
Production)
Managing Executive Officer (present),
President of Laminates & Building Materials
Business Unit (present),
Director and Chairman, AICA Asia Laminates
Holding Co., Ltd. (present)

Number ofshares of theCompany held
16,964 shares

Attendance at
the Board of
Directors
meetings－[Reason for nomination as candidate for Director]
Mr. Yuji Iwatsuka has extensive experience and knowledge of production, especially in both ofLaminates & Building Materials Business and Chemical Products Business. Since April 2023, he has been
President of the Laminates and Building Materials Business Unit and in charge of its business. The
Company judges that Mr. Yuji Iwatsuka is qualified to continue to enhance the corporate value andsustainable growth of AICA Group, and has therefore nominated him as a candidate for Director.

-8-

No.

Name
(Date of birth)

Career summary, positions, responsibilities,
and significant concurrent positions
March 1981
April 2004

June 2010
June 2012
Hiroshi Kanie
April 2014
(July 9, 1957)
June 2014
June 2015[New appointment] June 2018
[Outside][Independent]

5June 2022

Number ofshares of theCompany held

Joined NGK INSULATORS, LTD.
General Manager Planning Department,
0 sharesIndustrial Process Division., Ceramic Products
Business Group
Vice President
Senior Vice PresidentGroup Executive, Ceramic Products Business Group
Director and Senior Vice President
Attendance at the
Director and Senior Vice President
Board of
Executive Vice President, Responsible for
Directors
Corporate Planning Office, New Businessmeetings
Planning Office, Secretarial Office, Corporate
Communications Department., Human
Resources Department., General Affairs－
Department., and Power Business Group;
Senior Officer in Charge of Group Companies;
General Manager, Osaka Branch
Corporate Advisor (present)[Reason for nomination as candidate for Outside Director and Expected Roles]
Mr. Hiroshi Kanie has been engaged in corporate management for many years and has extensive
experience and knowledge as a corporate executive. Therefore, the Company judges that Mr. Hiroshi Kanie
is qualified to continue to enhance the corporate value and sustainable growth of AICA Group and has
nominated him as a candidate for Outside Director, looking forward to providing objective and neutral
advice on all aspects of the Company's management as Outside Director.
* Mr. Hiroshi Kanie is a candidate for Outside Director as stipulated in Article 2, Paragraph 3, Item 7 of
the Ordinance for Enforcement of the Companies Act.
* If the election of Mr. Hiroshi Kanie is approved, he will be registered with the Tokyo Stock Exchange
and the Nagoya Stock Exchange as independent director as stipulated by both Exchanges.
* If the election of Mr. Hiroshi Kanie is approved, the Company will enter into an agreement with him to
limit liabilities for damages under Article 423, Paragraph 1 of the Companies Act, pursuant to Article
427, Paragraph 1 of the same Act. The maximum amount of liabilities for damages under this agreement
is the minimum liability amount stipulated in Article 425, Paragraph 1 of the same Act.

-9-

No.

Name
(Date of birth)

Career summary, positions, responsibilities,
and significant concurrent positions
April 1999
April 2015

6

Ayako Shimizu
April 2017
(June 6, 1972)(Name on theJanuary 2018
Family Register: April 2019
Ayako Watanabe)
December 2019
[Reappointment]
April 2020
[Outside][Independent]
June 2020
March 2021

Number ofshares of theCompany held

Registered as attorney, joined Ishihara Law Office(present)
0 shares
Deputy Chair, Aichi Bar Association
Director, CHUBU Federation of Bar Associations
Member, Nagoya City Information Disclosure
Screening Commission (present)
Judicial Commissioner (present)
Attendance at
Mediator/Arbitrator, Dispute Resolution Center,the Board of
Aichi Prefecture Bar Association (present)
Directors
Outside Director, MTG Co., Ltd.(Member of Audit
meetings
and Supervisory Committee) (present)
Member, Ombuds 6 Committee,
14/14
Nagoya Broadcasting Network (present)(100%)
Outside Director, Aica Kogyo Company, Limited(present)
Outside Director, SYNCLAYER, Inc.(Member ofAudit and Supervisory Committee)(present)[Reason for nomination as candidate for Outside Director and Expected Roles]
Although Ms. Ayako Shimizu has no direct experience of engaging in corporate management, she has
provided advice as Outside Director based on her diversity perspectives and utilized her extensive expertiseand experience as an attorney in supervising and auditing the Company's management. The Company has
nominated her as a candidate for Outside Director in the expectation that she will continue to makeproposals and provide advice to the Board of Directors and the Governance Committee from legal
perspectives.
She will have been in office as Outside Director for three (3) years at the conclusion of this General
Meeting of Shareholders.
* Ms. Ayako Shimizu is a candidate for Outside Director as stipulated in Article 2, Paragraph 3, Item 7 of
the Ordinance for Enforcement of the Companies Act.
* Ms. Ayako Shimizu is registered with the Tokyo Stock Exchange and the Nagoya Stock Exchange as
independent director as stipulated by both Exchanges.
* If the election of Ms. Ayako Shimizu is approved, the Company will continue the agreement with her tolimit liabilities for damages under Article 423, Paragraph 1 of the Companies Act, pursuant to Article
427, Paragraph 1 of the same Act. The maximum amount of liabilities for damages under this agreement
is the minimum liability amount stipulated in Article 425, Paragraph 1 of the same Act.
Notes: 1. There are no special interests between the candidates and the Company.
2. The Company has concluded a directors and officers liability insurance policy with an insurancecompany, and each candidate will be included as an insured person under this insurance policy if
his/her appointment proposal is approved. For details of the insurance policy, please see page 25 of
the Business Report.

- 10 -

[Reference] Skill Matrix of the Board for Directors
Name

Yuji Ono
Kenji
EbiharaNobuyuki
Omura
Yuji
Iwatsuka
Hiroshi
Kanie
Ayako
Shimizu
Ryoji Mori

Shoji
Miyamoto

Mitsuko
Yamamoto

Position at
the Company(After Approval)
Representative
Director andChairman
Representative
Director,
President andExecutive Officer
Director andManaging
Executive Officer
Director andManaging
Executive Officer
Director
Director
Director
Audit andSupervisory
Committee
MemberDirector
Audit andSupervisory
Committee
MemberDirector
Audit andSupervisory
Committee
MemberExpertise of Directors
Attribute

Technology,
Corporate International Sales &Industrial Sustainability/ Legal and risk Finance andManagement experience Marketing engineering Human Capital management accounting
and R&D

Inside

〇

〇

〇

〇

〇

Inside

〇

〇

〇

〇

〇

Inside〇〇〇Inside〇OutsideIndependent
OutsideIndependent〇

Inside〇OutsideIndependent〇

OutsideIndependent

〇

〇
〇

〇

〇

〇

〇
〇

〇

〇

〇

〇

〇

〇

〇

〇

〇

〇

※ If Proposal 2 is approved as proposed, the expertise of Directors is as described above.

- 11 -

〇

〇

〇

〇

〇

[Reference]
The Company judges that Outside Director of the Company shall be independent if none of thefollowing items 1 to 10 applies.
1.

Executive officer of the Company and its consolidated subsidiaries at present and during the past
10 years
2. The Company's accounting auditor or its employee
3. A business partner or its executive officer whose major customer is the Company and whosetransaction amount with the Company accounts for 2% or more of its or his/her net sales
4. A major business partner or its executive officer whose transaction amount accounts for 2% or moreof the Company’s consolidated net sales
5. A person who receives annual donations of 10 million yen or more from the Company
6. Consultants, accounting experts, legal experts, etc. who receive 10 million yen or more per year in
cash or other financial benefits from the Company other than remuneration for directors andcorporate auditors (If the person receiving such property is a corporation, organization, etc., a person
who executes the business of the corporation, organization, etc. that receives 2% or more of its net
sales from the Company)
7. A person who holds 10% or more of the total voting rights of the Company
8. A person who falls under any of the above criteria 2 to 7 applies in the past three years
9. A person whose spouse and relative up to the second degree of kinship fall under any of the above
criteria 1 to 8
10. Any other party that may have a conflict of interest with our general shareholders- 12 -