Note: This document has been translated from a part of 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 thetranslation.
(Securities code: 5992)
June 4, 2024
(Measures for electronic provision have commenced on May 28, 2024)
To shareholders with Voting Rights:
Kenta Koide
President
Chuo Spring Co., Ltd.
68 Aza-Kamishiota, Narumi-cho,
Midori-ku, Nagoya, 458-8505
Japan

NOTICE OF THE 101st ORDINARY GENERAL MEETING OF SHAREHOLDERS
Dear Shareholders:
We would like to express our sincere appreciation for your continued support and patronage.
We hereby inform you of the 101st Ordinary General Meeting of Shareholders of Chuo Spring Co., Ltd. (the“Company”).
The meeting will be held for the purposes described below.
We have taken measures for the electronic convocation of this General Meeting of Shareholders, and the matters subject
to measures for electronic convocation have been posted on the website shown below.
The Company’s website:
https://www.chkk.co.jp/wp-content/themes/chkk/pdf/IR/download/101syosyu.pdf
The matters are also posted on the website shown below.
The website of the Tokyo Stock Exchange:
https://www2.jpx.co.jp/tseHpFront/JJK010010Action.do?Show=Show(Please access the above website of Tokyo Stock Exchange, Inc., search for information by entering “CHUO SPRING
CO., LTD.” for the issue name (company name) or “5992” for the securities code, and select “Basic information” then“Documents for public inspection/PR information” to view the matters.)
If you exercise your voting rights in writing or via internet, please review the attached Reference Documents for theOrdinary General Meeting of Shareholders and exercise your voting right by no later than the close of business hours(5:00p.m.) on Wednesday, June 19, 2024, Japan time.
Sincerely,
1. Date and Time:
2. Place:
3. Meeting Agenda:
Matters to be reported:

4. Proposals to be resolved
Proposal 1:
Proposal 2:
Proposal 3:

Thursday, June 20, 2024 at 10:00a.m. Japan Time
Head Office, Chuo Spring Co., Ltd.
Auditorium at 3rd Floor
1. The Business Report, Consolidated Financial Statements for the Company’s 101st
Fiscal Year (April 1, 2023 – March 31, 2024) 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 101st Fiscal Year
(April 1, 2023 – March 31, 2024)
Election of five (5) Board Members
Election of three (3) Audit & Supervisory Board Members
Election of one (1) Substitute Audit & Supervisory Board MemberReference Documents for the Ordinary General Meeting of Shareholders
Proposals and References
Proposal 1.
Members

Election of five (5) Board Members due to the expiration of the term of office of all the current Board

The terms of office of all the current board members expire at the conclusion of this 101th Ordinary General Meeting of
Shareholders. Accordingly, we hereby propose that you elect five (5) board members.
The candidates for board members are as follows:

No.

Name

Gender1

Reappointment

Kenta Koide

Male

2

Reappointment

Koji Yonekura

Male

3

Reappointment

Fumiki Yazawa

Male

4

Reappointment

Kana Yasuda

5

Reappointment

Mitsuko Yamamoto

OutsideIndependent
OutsideIndependent

FemaleFemaleCurrent Position

President
Representative
Director
Member of Board
Representative
Director
Member of Board
Director
Member of Board
Director
Member of Board
Director
Member of Board

Attendanceat Board of
Directors
meetings

Years
inServiceasDirector

14 of 147

14 of 142

14 of 142

14 of 145

14 of 14

3

No.

Name
(Date of birth)

Brief personal history, positions and responsibilities in Company and significant
concurrent positions
April 1983
January 2013
January 2017
June 2017
June 2018

Kenta Koide
1

June 2020
June 2022

Joined Toyota Motor Corporation
President and Board Member of Toyota Peugeot Citroën
Automobile Czech, s.r.o.
Advisor, Chuo Spring Co., Ltd.
Managing Officer, Member of Board, Chuo Spring Co.,Ltd.
Senior Managing Director, Member of Board, Chuo SpringCo., Ltd.
Vice President, Member of Board, Chuo Spring Co., Ltd.
President, Member of Board, Chuo Spring Co., Ltd. (topresent)

Numberof sharesoftheCompany
held

7,361

(July 19, 1959)[Reappointment][Positions and Responsibilities in Company]
Corporate Audit Dept.
[Significant concurrent positions]
N/A[Reason for nomination as a candidate for Director]
Mr. Koide has been involved in Administrative and Overseas sections of Toyota Motorcompany and has distinguished skills for the management of its overseas operations. With
his skills and knowledge, Mr. Koide led the executives of the Company as President sinceJune 2022, and we would like to propose his reappointment for his next term.
April 1987
January 2016
June 2018
April 2019
February 2022
April 2022
June 2022

Koji Yonekura
2(August 31, 1964)[Reappointment]

Joined Chuo Spring Co., Ltd.
General Manager, Sales Division, Chuo Spring Co., Ltd.
Executive Officer, Chuo Spring Co., Ltd.
President PT. Chuhatsu Indonesia
Executive Officer, Purchasing Division, Chuo Spring Co.,
Ltd.
Executive Officer, Purchasing and Sales Division,
Chuo Spring Co., Ltd.
Director, Member of Board, Purchasing and Sales
Division, Chuo Spring Co., Ltd. (to present)

2,498[Positions and Responsibilities in Company]
Purchasing and Sales Division
New Business Development Department[Significant concurrent positions]
Chairman, Chuhatsu Factory Co., Ltd.
[Reason for nomination as a candidate for Director]
Mr. Yonekura has been involved in Production Control and Marketing sections of theCompany and has distinguished skill for the management of the overseas operations. With
his skills and knowledge, we would like to propose his reappointment for his next term.

No.

Name
(Date of birth)

Brief personal history, positions and responsibilities in Company and significant
concurrent positions
April 1989
January 2007
January 2011
January 2013
January 2019
April 2021
June 2022

Fumiki Yazawa
3

Joined Toyota Motor Corporation
Toyota Motor Manufacturing, Alabama Inc.
GM Fund Control Office, Accounting Division, Toyota
Motor Corporation
Toyota Peugeot Citroën Automobile Czech, s.r.o.
General Manager of Corporate Planning Department,
Chuo Spring Co., Ltd.
Executive Officer, General Manager of Corporate
Planning Department, Chuo Spring Co., Ltd.
Director, Member of Board, General Manager ofCorporate Planning Department, Chuo Spring Co., Ltd. (topresent)

Numberof sharesoftheCompanyheld0(June 2, 1965)[Reappointment][Positions and Responsibilities in Company]
Corporate Management DivisionCorporate Planning Department[Significant concurrent positions]
Chairman, Xiaogan Chuhatsu Lioho Automotive Components Co., Ltd.
[Reason for nomination as a candidate for Director]
Mr. Yazawa has been involved in Finance and Accounting section of Toyota Motor company
and has experience serving its overseas operations as Chief Finance Officer. With his skills
and knowledge, we would like to propose his reappointment for his next term.

No.

Name
(Date of birth)

Brief personal history, positions and responsibilities in Company and significant
concurrent positions
November 1993
April 1997
March 2000

4

Joined Century Audit Corporation (currently Ernst &Young ShinNihon LLC)
Registered as certified public accountant
Established Yasuda Certified Public Accountant Office
President of Yasuda Certified Public Accountant Office(to present)
Outside Auditor, Shinpo Co., Ltd.
Outside Auditor, SUGI Holdings Co., Ltd. (to present)
Outside Director, GEO Holdings Corporation (to present)
Outside Director, Chuo Spring Co., Ltd. (to present)
Outside Director, KONDOTEC Inc.
Director, (Audit and Supervisory Committee member),
KONDOTEC Inc. (to present)
Outside Director, The Monogatari Corporation (to present)

Kana Yasuda

September 2009
May 2010
June 2016
June 2019
June 2019
June 2020(April 10, 1969)

September 2021

[Reappointment][Significant concurrent positions]
President of Yasuda Certified Public Accountant OfficeOutside Auditor, SUGI Holdings Co., Ltd.
Outside Director, GEO Holdings Corporation
Director, (Audit and Supervisory Committee member), KONDOTEC Inc.
Outside Director, The Monogatari Corporation[Outside][Independent]

Numberof sharesof theCompany
held

2,000

[Reasons for nomination as an outside member of the Board of Director candidate]
The reason for nominating Ms. Kana Yasuda a candidate for an outside director is that she
possesses extensive knowledge as a certified public accountant and a tax accountant throughher experience as Director of Yasuda Accounting Office.
Accordingly, for three years as an independent outside director, she has been providing
useful instructions and opinions from a professional viewpoint on our management,
particularly finance and tax affairs. We have judged that she will continue to be able toperform appropriate guidance for the decision-making of the Board of Directors.

No.

Name
(Date of birth)

Brief personal history, positions and responsibilities in Company and significant
concurrent positions
March 1983
April 1985
September 1998
July 2016
July 2017
July 2019
July 2020

Mitsuko Yamamoto(January 1, 1957)
5[Reappointment][Outside][Independent]

June 2021
June 2022
June 2023
June 2023

Joined Womanstaff Co. Ltd.
Director of Womanstaff Co., Ltd., General Manager, Sales
Division
Senior Managing Director of Womanstaff Co., Ltd.
Womanstaff Co. Ltd. was merged with Tempstaff Co., Ltd.
Director, Managing Officer of Tempstaff Co., Ltd.
Tempstaff Co., Ltd. changed its name to Persol Tempstaff
Co. Ltd.
Director of Persol Tempstaff Co. Ltd.
Advisor (full-time) of Persol Tempstaff Co. Ltd. (topresent)
Outside Director, Chuo Spring Co., Ltd. (to present)
Director, (Audit and Supervisory Committee member),
Aica Kogyo Co., Ltd. (to present)
Outside Director, (Audit and Supervisory Committee
member), Meito Sangyo Co., Ltd. (to present)
Outside Director, TAKEDA iP HOLDINGS CO., LTD. (topresent)

Numberof sharesoftheCompany
held

2,000

[Significant concurrent positions]
Advisor (full-time) of Persol Tempstaff Co. Ltd.
Director, (Audit and Supervisory Committee member), Aica Kogyo Co., Ltd
Director, (Audit and Supervisory Committee member), Meito Sangyo Co., Ltd.
Outside Director, TAKEDA iP HOLDINGS CO., LTD.
[Reasons for nomination as an outside member of the Board of Director candidate]
The reason for nominating Ms. Mitsuko Yamamoto a candidate for an outside director is that
she has many years of experience in management, particularly extensive knowledge of labor
management at Persol Tempstaff Co., Ltd.
Accordingly, as an independent outside director, she has been providing useful instructions
and opinions from a professional and objective viewpoint, particularly in personnel and laboraffairs. We have judged that she will continue to be able to perform appropriate guidance forthe decision-making of the Board of Directors.

(Notes)1. There are no special interests between Company and candidates for Board Members.
2. Company has entered into agreements with Ms. Kana Yasuda and Ms. Mitsuko Yamamoto to limit their
liability under Article 423, paragraph 1 of Company Act of Japan to two million forty thousand Japanese Yen(JPY2,400,000.-) or to maximum amount stipulated in Act whichever higher. If the election of Ms. Kana Yasudaand Ms. Mitsuko Yamamoto is resolved, Company will continue to enter into said agreements with each of them.
3. Company has entered into a directors’ liability insurance agreement as stipulated in Article 430, paragraph
3.1 of the Companies Act of Japan with an insurance company. The insurance policy covers damages, court
costs, etc. that may result from the insured being liable for the performance of their duties in the capacity of theiroffices. The insurance premiums are fully borne by Company and the agreement names all Members of theBoard of Directors as insured persons if their election is resolved. Company plans to renew such agreement withresolution of Board Meeting during their term of offices.
4. Ms. Mitsuko Yamamoto’s name in the family register is Ms. Mitsuko Ando.
5. The following is notes as to candidates of outside Board Members(1) Ms. Kana Yasuda and Ms. Mitsuko Yamamoto are candidates for outside Board Members. Company hasregistered them with the Tokyo Stock Exchange and Nagoya Stock Exchange as Independent Board Membersin accordance with the rules of each Stock Exchange.
(2) At the conclusion of this Ordinary General Meeting of Shareholders, the term of Ms. Yasuda’s office asoutside Board Member will have been five (5) years.
(3) At the conclusion of this Ordinary General Meeting of Shareholders, the term of Ms. Yamamoto’s office as
outside Board Member will have been three (3) years.

Proposal 2.

Election of three (3) Audit & Supervisory Board Members

The terms of office of current Audit & Supervisory Board Members, Mr. Minoru Mase, Mr. Motoshi Nakamura and Mr.
Jun’ya Shimizu expire at the conclusion of this 101st Ordinary General Meeting of Shareholders.
Accordingly, we hereby propose that you elect three (3) Audit & Supervisory Board Members.
The candidates for Audit & Supervisory Board Members are as follows:
Audit & Supervisory Board has given its prior consent to this proposal.

No.

Name
(Date of birth)

Brief personal history, positions in Company
and significant concurrent positions
April 1987
January 2016
January 2017

Minoru Mase
1

January 2018
April 2019
June 2021

Joined Chuo Spring Co., Ltd.
General Manager, Business Planning Division,
Chuo Spring Co., Ltd.
General Manager, Human Resource Division,
Chuo Spring Co., Ltd.
Associate Director, Chuo Spring Co., Ltd.
Officer, Chuo Spring Co., Ltd.
Audit & Supervisory Board Member,
Chuo Spring Co., Ltd. (to present)

Numberof sharesof theCompany
held

1,200

(December 25, 1963)[Reappointment][Significant concurrent positions]
None[Reasons for nomination as an Audit & Supervisory Board Member candidate]
The reason for nominating Mr. Minoru Mase, a candidate for Audit & Supervisory Board
Members, is that he has experience in Human Resources, and Administrative Division andalso he also has wide experience of management of overseas operations. As we expect him
to apply his experience in his auditing services, we nominate him as a candidate for Audit& Supervisory Board

No.

Name
(Date of birth)

Brief personal history, positions in Company
and significant concurrent positions
April 1983
April 2014
June 2018
April 2018
April 2020
June 2020

Motoshi Nakamura

June 2020(September 4, 1960)

Joined Toyota Motor Corporation
Standing Director of Toyota Motor Corporation
Director and Senior Managing Officer of AICHISTEEL CORPORATION
Senior Managing Officer of AICHI STEELCORPORATION
Executive Vice President and Director of AICHISTEEL CORPORATION
Executive Vice President and Representative Directorof AICHI STEEL CORPORATION (to present)
Audit & Supervisory Board Member of Chuo Spring Co.,
Ltd. (to present)

Numberof sharesof theCompanyheld02[Reappointment][Outside][Significant concurrent positions]Executive Vice President and Representative Directorof AICHI STEEL CORPORATION[Reasons for nomination as an outside member of the Audit & Supervisory Board Member
candidate]
Mr. Motoshi Nakamura has practical experience accumulated by service in Toyota Motorand also has managerial experience AICHI STEEL CORPORATION. As we expect him to
apply his experience and knowledge of motor vehicle in his auditing services, we nominate
him as an outside candidate for Audit & Supervisory Board
April 1999
Sept. 2019
March 2021
January 2024

Joined Toyota Motor Corporation
General Manager, 2nd Planning Dept., Purchasing Planning
Division of Toyota Motor Corporation
Tianjin FAW Toyota Motor Co., Ltd.（TFTM）
General Manager, Body Parts Purchasing Div., Toyota Motor
Corporation (to present)

0

Kazuyuki
Wakizaka(March 23, 1976)
3[New
appointment][Outside](Notes)[Significant concurrent positions]
Outside member of the Audit & Supervisory Board Member, FTS Co., Ltd.
Outside member of the Audit & Supervisory Board Member, Central Motor Wheel Co., Ltd.
[Reasons for nomination as an outside member of the Audit & Supervisory Board Member
candidate]
Mr. Kazuyuki Wakizaka has practical experience of Purchasing Division of Toyota Motorand also has an experience in overseas operation of Toyota Motor. As we expect him to
apply his experience in his auditing services, we nominate him as an outside candidate for
Audit & Supervisory Board

1. There are no special interests between Company and candidate for Audit & Supervisory Board Members.
2. Company has entered into an agreement with Mr. Motoshi Nakamura to limit his liability under Article 423,
paragraph 1 of Company Law of Japan to two million forty thousand Japanese Yen (JPY2,400,000.-) or to
maximum amount stipulated in law whichever higher. If the election of Mr. Motoshi Nakamura is resolved,
Company will continue to enter into said agreement with each of him.
3. If the election of Mr. Kazuyuki Wakizaka is resolved, Company will enter into an agreement with Mr.
Kazuyuki Wakizaka to limit his liability under Article 423, paragraph 1 of Company Law to two million four
hundred thousand Japanese Yen (JPY2,400,000.-) or to the maximum amount stipulated in law whichever ishigher.
4. Company has entered into a directors’ liability insurance agreement as stipulated in Article 430, paragraph 3.1of the Companies Act of Japan with an insurance company. The insurance policy covers damages, court costs,
etc. that may result from the insured being liable for the performance of their duties in the capacity of theiroffices. The insurance premiums are fully borne by Company and the agreement names all Members of the Audit& Supervisory Board Members as insured persons if his election is resolved. Company plans to renew suchagreement with resolution of Board Meeting during his term of office.
4. The following are notes as to candidates of outside Audit & Supervisory Board Members(1) Mr. Motoshi Nakamura and Mr. Kazuyuki Wakizaka are candidates for outside Audit & Supervisory Board
Member.
(2) At the conclusion of this Ordinary General Meeting of Shareholders, the term of Mr. Motoshi Nakamura’s
office as outside Audit & Supervisory Board Members will have been four (4) years.
(3) Mr. Motoshi Nakamura is and has been serving as an executive or officer of Toyota Motor
Corporation and Aichi Steel Corporation (Specified Associated Companies) in the past ten (10) years.
(4) Mr. Kazuyuki Wakizaka is and has been serving as an managerial position of Toyota Motor
Corporation (Specified Associated Companies) in the past ten (10) years.

Proposal 3.

Election of one (1) Substitute Audit & Supervisory Board Member

In order to be prepared in the event that Company lacks the number of Audit & Supervisory Board Members and it becomesless than that required by laws, we hereby propose that one (1) Substitute Audit and Supervisory Board Member be elected.
The candidate is as below:
Audit & Supervisory Board has given its prior consent to this proposal.

Name(Date of birth)

Brief personal history, positions in Company
and significant concurrent positions
April 1983
October 2008
June 2015
June 2018
June 2019

Akihiro Inagaki(March 11, 1961)[Reappointment]

October 2021
April 2022
June 2022

Joined Chuo Spring Co., Ltd.
General Manager, Purchasing Div., Chuo Spring Co., Ltd.
Officer, Chuo Spring Co., Ltd.
Managing Officer, Chuo Spring Co., Ltd.
Senior Managing Director, Member of Board, Chuo SpringCo., Ltd.
Officer, Director Member of the Board, Chuo Spring Co., Ltd.
Director, Member of the Board, Chuo Spring Co., Ltd.
President Chuhatsu Hanbai Co., Ltd. (to present)

Numberof sharesof theCompany
held

3,900

[Significant concurrent positions]
President Chuhatsu Hanbai Co., Ltd.
President Reelex Co., Ltd.
[Reasons for nomination as an Substitute Audit & Supervisory Board Member candidate]
Mr. Akihiro Inagaki has practical experience of Human Resource, Marketing, and Purchasing
Division of Chuo Spring Co., Ltd. and also has an experience in overseas operation of Chuo
Spring Co., Ltd. As we expect him to apply his experience in his auditing services, we
nominate him as an outside candidate for Audit & Supervisory Board(Notes)1. There are no special interests between Company and candidate for Substitute Audit & Supervisory Board
Members.
2. Mr. Akihiro Inagaki will resign the position the President and assume the position of director of Reelex Co.,
Ltd. at the General Shareholders Meeting of said company held on May 30, 2024.
3. If Mr. Akihiro Inagaki assumes his office of Audit & Supervisory Board Member, Company will enter into anagreement with Mr. Akihiro Inagaki to limit his liability under Article 423, paragraph 1 of Company Law to twomillion four hundred thousand Japanese Yen (JPY2,400,000.-) or to the maximum amount stipulated in law
whichever is higher.
4. The Company has entered into a directors’ liability insurance agreement as stipulated in Article 430, paragraph
3.1 of the Companies Act of Japan with an insurance company. The insurance policy covers damages, court
costs, etc. that may result from the insured being liable for the performance of their duties in the capacity of theiroffices. The insurance premiums are fully borne by Company and the agreement names all Members of the Audit& Supervisory Board Members as insured persons if Mr. Akihiro Inagaki assumes his office of Audit &Supervisory Board Member. Company plans to renew such agreement with resolution of Board Meeting during
his term of office.