(TRANSLATION FOR REFERENCE PURPOSES ONLY)
Securities code: 6118
June 4, 2021
To Our Shareholders with Voting Rights
Kimikazu Aida
Representative Director,
Chairman & President (CEO)AIDA ENGINEERING, LTD.
2-10 Ohyama-cho, Midori-ku, Sagamihara,
Kanagawa 252-5181, Japan

Notice of the 86th Ordinary General Meeting of Shareholders
Dear Shareholders:
We would like to take this opportunity to express our sincere appreciation for your support.
Please be informed that the 86th Ordinary General Meeting of Shareholders of AIDA ENGINEERING, LTD.
(hereinafter, the “Company”) to be held as described below.
As a result of careful consideration of the current coronavirus disease (COVID-19) situation, we will be holding
the General Meeting of Shareholders upon conducting appropriate infection preventive measures.
We would like to ask all our shareholders to exercise your voting rights in advance via the Internet or inwriting, and refrain from attending the General Meeting of Shareholders as much as possible from theperspective of preventing the spread of the COVID-19, regardless of your physical conditions. As part ofmeasures preventing the spread of infection, we will cancel social gathering for our shareholders,
distribution of souvenirs, shuttle bus service and beverages at the waiting room.
Please review the Reference Documents for the General Meeting of Shareholders provided in the following
pages and exercise your voting rights by no later than 6:00 p.m., Friday, June 25, 2021.
1. Date:
2. Place:

10:30 a.m., Monday, June 28, 2021
The conference room of the Company
2-10 Ohyama-cho, Midori-ku, Sagamihara, Kanagawa, Japan

3. Objectives of the Meeting:
Reports:
1. Report on the Business Report, Consolidated Financial Statements andNon-Consolidated Financial Statements for the 86th Fiscal Year (from April 1,2020 to March 31, 2021)
2. Audit Reports of the Accounting Auditors and the Board of Statutory Auditorson the Consolidated Financial Statements for the 86th Fiscal Year (from April 1,2020 to March 31, 2021)
Agenda:Proposal 1
Proposal 2
Proposal 3

Appropriation of Retained Earnings
Election of Seven (7) Directors
Election of One (1) Statutory Auditor

4. Other matters regarding this Notice(1) Among the documents to be provided in this Notice, Corporate Systems and Policies in the Business Report,
the Consolidated Statements of Changes in Net Assets, the Notes to Consolidated Financial Statements, theNon-Consolidated Statements of Changes in Net Assets, and the Notes to Non-Consolidated Financial
Statements are posted on the Company’s website (https://www.aida.co.jp) pursuant to applicable laws andregulations and Article 16 of the Articles of Incorporation of the Company. The attached documents in thisNotice are therefore parts of the Business Report, the Consolidated Financial Statements and theNon-Consolidated Financial Statements audited by the Statutory Auditors in the preparation of Audit
Report and the Consolidated Financial Statements and the Non-Consolidated Financial Statements auditedby the Accounting Auditors in the preparation of Independent Auditor’s Report.
1(2) If circumstances occur that may require changes to the Reference Documents for the General Meeting of
Shareholders, the Business Report, the Consolidated Financial Statements, and the Non-Consolidated
Financial Statements, such changes shall be posted on the Company’s website (https://www.aida.co.jp) on
the Internet.
(3) You may exercise your voting rights by proxy by having another shareholder who holds voting rights attend
the General Meeting of Shareholders on your behalf. Please note, however, that a document evidencing theauthority of proxy must be submitted.
(4) Notice of resolutions made by this General Meeting of Shareholders shall be posted on the Company’s
website, shown above, instead of by mail as in the past. Thank you for your understanding.

(Information)
 Proceedings on the day will be in Japanese. Please note that we will not provide an interpreter.

2

Reference Documents for the General Meeting of Shareholders
Proposals and references
Proposal 1-Appropriation of Retained Earnings
Our basic policy regarding shareholder return is to continue to provide stable returns to shareholders by aiming tomaintain a consolidated dividend payout ratio of 40% while at the same time assuring a strong management andfinancial foundation, and investments for future growth. This is consistent with our management policy to“Achieve sustainable growth together with our stakeholders.”
For the fiscal year under review, despite a significant decrease in profit due to the COVID-19 pandemic, theCompany will pay an ordinary dividend of ¥20 per share (90.6% of the consolidated dividend payout ratio) tomaintain stable dividend payment.
Matters relating to year-end dividends(1) Category of dividend assets
Cash(2) Matters relating to the allocation of dividend assets and the total amount of such allocation¥20 per share of the Company’s common stock
Total payment: ¥1,263,183,260(3) Date on which the dividend of retained earnings shall take effectJune 29, 2021

3

Proposal 2-Election of Seven (7) Directors
The terms of office of all seven (7) Directors (of which, three (3) are Outside Directors) will expire at theconclusion of this General Meeting of Shareholders. Accordingly, it is proposed to elect seven (7) Directors (ofwhich, three (3) are Outside Directors).
If this Proposal is approved in its current form, the proportion of Independent Outside Directors in the Board of
Directors will be greater than one third.
The candidates for Directors are listed below.
Current positions and duties at theNo.
Name
Candidate attribute
Company
Representative Director, Chairman &President (CEO)1 Kimikazu Aida
Candidate for re-election
Division Manager, Research &Development Headquarters
Representative Director, Executive Vice
President and Chief Operating Officer
Candidate for re-election(COO)
2 Toshihiko Suzuki
Division Manager, Production Headquarters
Division Manager, Sales Headquarters
3
4

Yap Teck Meng

Director, Managing Executive Officer

Candidate for re-election

Hiromitsu Ugawa

Director, Operating Officer
Division Manager, General Administration
Headquarters

Candidate for re-election

5

Hirofumi Gomi

6

Mikio Mochizuki

7

Isao Iguchi

Candidate for re-election
Outside Director
Independent Director
New candidate
Outside Director
Independent Director
New candidate
Outside Director
Independent Director

Director

4

No.

Name
(Date of birth)

Joined AIDA ENGINEERING, LTD.
Director
Representative Director (current position)
President (current position)
Chief Executive Officer (CEO)Kimikazu Aida
(current position)(December 13, 1951) October 2011 Division Manager, Research & Development
Headquarters (current position)
June
2018 Chairman (current position)<Concurrent holding of important positions>
Chairman, AIDA AMERICA CORP.
Chairman, AIDA S.r.l.
< Reasons for electing the candidate for Director>
Kimikazu Aida has led the Company’s global strategies and development of new
products for 31 years since he assumed office of Representative Director in 1989, and has
been contributing to the Company’s business expansion and development up to thepresent time. He has abundant experience, broad knowledge, and leadership as a manager
and we judge that he is the right person for realization of sustainable improvement ofcorporate value. Based on the above, the Company requests his re-election as Director.
December 2011 Joined AIDA ENGINEERING, LTD.
Candidate forre-electionJune2014 Operating OfficerMay2015 Division Manager, Engineering Headquarters
June
2015 DirectorJune2017 Managing Executive Officer
Division Manager, Sales Headquarters
June
2018 Senior Managing Executive Officer
Toshihiko Suzuki October 2018 Division Manager, Sales & Customer Service
Headquarters(August 28, 1961)
April
2020 Representative Director (current position)
Executive Vice President (current position)
Chief Operating Officer (COO) (current
position)
Division Manager, Sales Headquarters(current position)
Division Manager, Production Headquarters(current position)
Candidate forre-election

1

2

Brief personal history, position, duties andconcurrent holding of important positions

Number of theCompany’s
shares held

December 1976
June
1982
September 1989
April
1992
April
2001

<Concurrent holding of important positions>
Chairman, REJ Co., Ltd.
Vice Chairman, AIDA AMERICA CORP.
< Reasons for electing the candidate for Director>
In addition to the engineering division, Toshihiko Suzuki has also engaged in sales,customer service and international operations. He is well versed in the entire business of
the Company, and has abundant experience and broad knowledge. He is currently serving
as Executive Vice President and Chief Operating Officer, assisting the supervision of thebusiness management and controlling sales and engineering functions of the entire
Group, and we judge that he is the right person for realization of sustainableimprovement of corporate value. Based on the above, the Company requests his
re-election as Director.
5

1,447,097

8,424

No.

Name
(Date of birth)

Joined AIDA MANUFACTURING(MALAYSIA) SDN.BHD. (currently AIDAENGINEERING (M) SDN. BHD.)
November 2007 Operating Officer, AIDA ENGINEERING,
LTD.
June
2010 Managing Executive Officer
June2013 Director (current position)
Yap Teck Meng
Executive Officer(September 4, 1962) June2014 Managing Executive Officer (current
position)<Concurrent holdings of important positions>
Chairman and Managing Director, AIDA GREATER ASIA PTE.
LTD.
Chairman, AIDA ENGINEERING (M) SDN. BHD.
Chairman and Managing Director, AIDA ENGINEERINGCHINA CO., LTD.
Chairman, AIDA PRESS MACHINERY SYSTEMS CO., LTD.
< Reasons for electing the candidate for Director>
Yap Teck Meng has assumed management for many years as the top of Asian regional
subsidiaries of the Group and has abundant experience and knowledge concerning
operations in general and management of the Company. He currently supervises theservice business of the entire Group as well as the supervising of the Group’s businesses
in South East Asia and China as Managing Executive Officer of the Company, and we
judge that he is the right person for realization of sustainable improvement of corporate
value. Based on the above, the Company requests his re-election as Director.
Candidate forre-election

3

Brief personal history, position, duties andconcurrent holding of important positions
June

Number of theCompany’s
shares held

1996

6

0

No.

Name
(Date of birth)

Joined The Fuji Bank, Limited (currently
Mizuho Bank, Ltd.)
February 2012 General Manager, Agent Business Office,Investment Business Administration
Department, Mizuho Corporate Bank, Ltd.
(currently Mizuho Bank, Ltd.)
April
2014 Joined AIDA ENGINEERING, LTD.
General Manager, Finance & Accounting
Department, General Administration
Hiromitsu Ugawa
Headquarters(December 13, 1961) March
2015 Deputy Division Manager, General
Administration Headquarters
June
2016 Operating Officer
Division Manager, General Administration
Headquarters (current position)
June
2018 Managing Executive OfficerJune2020 Director, Operating Officer (current position)<Concurrent holdings of important positions>Not applicable< Reasons for electing the candidate for Director>
In addition to finance and accounting, Hiromitsu Ugawa has participated in overall
administrative work including IR, general affairs, human resources, cost management,
system since joining the Company in 2014, and currently supervises the administration
division as Operating Officer and Division Manager, General Administration
Headquarters. In addition, he has extensive knowledge on finance and financial matters
gained through his long years of service at financial institutions as well as abundant
experience on overseas business, investment banking business, and risk management, andwe judge that he is the right person for realization of sustainable improvement ofcorporate value. Based on the above, the Company requests his re-election as Director.

Candidate forre-election

4

Brief personal history, position, duties andconcurrent holding of important positions
April

Number of theCompany’s
shares held

1984

7

7,980

No.

Name
(Date of birth)

Brief personal history, position, duties andconcurrent holding of important positions

Candidate for
April
re-election
July
Outside Director
Independent Director June

1972
1996

July

2000

July

2001

July

2002

Hirofumi Gomi
(May 13, 1949)

July
2004
July
2007
November 2009

Board of Directors’
meeting attendance
during the fiscal year June
ended March 31,
2021 - 100% (all 11 January
Februarymeetings)
5

1998

Number of theCompany’s
shares held

Joined the Ministry of FinanceDirector of the Research Division, Banking
Bureau, Ministry of FinanceDirector-General, Inspection Department,
Financial Supervisory Agency (currently
Financial Services Agency)
Secretary-General, Executive Bureau,
Securities and Exchange SurveillanceCommission, Financial Services Agency
Director-General, Inspection Bureau,
Financial Services Agency
Director-General, Supervisory Bureau,
Financial Services Agency
Commissioner, Financial Services Agency
Resigned Financial Services Agency
Visiting Professor, Aoyama Gakuin
University (current position)

2011

Auditor, MIROKU JYOHO SERVICE CO.,LTD.
2014 Advisor, NISHIMURA & ASAHI
2015 Senior Advisor, THE BOSTON
CONSULTING GROUP (current position)June
2015 Director, AIDA ENGINEERING, LTD.
(current position)
June
2016 Director, Infoteria Corporation (currently
Asteria Corporation) (current position)
Director, MIROKU JYOHO SERVICE CO.,LTD. (current position)
June
2017 Director, SBI Holdings, Inc.
June
2019 Director, ZUU Co., Ltd. (current position)
June
2020 Director, THE FUKUSHIMA BANK, LTD.
(Scheduled to resign on June 22, 2021)<Concurrent holding of important positions>Not applicable< Reasons for electing the candidate for Outside Director and the overview of expectedroles>
Hirofumi Gomi has abundant experience and advanced expertise acquired through his
participation in the financial administration of the country as Commissioner of the
Financial Services Agency, etc. and has been providing advice and suggestions useful for
management of the Company. He has abundant experience in corporate management ofother multiple companies as an outside director or outside auditor, which he has utilized
for the Company’s management, and has played appropriate managerial roles such as
supervising management from an independent and objective point of view. Based on theabove, the Company judges that he is suitable as Outside Director of the Company andrequests his re-election as Outside Director. After his re-election, he is expected to play
the above roles.

8

0

No.

Name
(Date of birth)
April
New Candidate
Outside Director
Independent Director
April

6

Brief personal history, position, duties andconcurrent holding of important positions

Number of theCompany’s
shares held

1978

Joined Ishikawajima-Harima Heavy
Industries Co., Ltd. (currently IHI
Corporation)2011 Executive Officer, IHI Corporation
President & CEO, IHI INC. (Regional
Headquarter for the Americas)
April2014 Managing Executive Officer, General
Manager of Finance & Accounting Division,
Mikio Mochizuki
IHI Corporation(July 8, 1954)
June
2016 Director, Managing Executive Officer,
General Manager of Finance & Accounting
Division, IHI Corporation
April
2017 Director, Managing Executive Officer,
President of Industrial Systems andGeneral-Purpose Machinery Business Area,
IHI Corporation
April
2018 Director, IHI Corporation
June
2018 Adviser, IHI Corporation (Scheduled toresign on June 30, 2021)<Concurrent holding of important positions>Not applicable< Reasons for electing the candidate for Outside Director and the overview of expectedroles>
Mikio Mochizuki has acquired abundant experience and broad knowledge in theindustrial machinery business including the press machine business as well as insights
into corporate management, through his career at IHI Corporation as President & CEO of
Regional Headquarter for the Americas, Director, Managing Executive Officer,
General Manager of Finance & Accounting Division, and Director responsible forIndustrial Systems and General-Purpose Machinery Business Area. We expect him toutilize them for the Company’s management and supervise management from an
independent and objective point of view. Based on the above, the Company judges that
he is suitable as Outside Director of the Company and requests his new election as
Outside Director.

9

0

No.

Name
(Date of birth)
April
New Candidate
Outside Director
April
Independent Director

7

Brief personal history, position, duties andconcurrent holding of important positions

Joined Mitsubishi Electric Corporation
Corporate Executive,
General Manager, Industrial Products
Marketing Division, Factory Automation
Systems Group, Mitsubishi Electric
Corporation
April
2010 Corporate Executive, Senior General
Manager, Chubu Branch Office, Mitsubishi
Isao Iguchi
Electric Corporation(September 3, 1954) April
2012 Executive Officer, Vice President, Corporate
Marketing Group, Mitsubishi Electric
Corporation
April
2016 Senior Vice President, Group President,
Automotive Equipment Group,
Deputy Senior General Manager, ITSBusiness Development Group, Mitsubishi
Electric Corporation
April
2019 Senior Corporate Adviser, Mitsubishi Electric
Corporation (current position)<Concurrent holding of important positions>Not applicable< Reasons for electing the candidate for Outside Director and the overview of expectedroles>
Isao Iguchi has acquired abundant experience and broad knowledge in the automatic
machines and factory automation businesses, on which the Company focuses, as well as
insights into corporate management, through his career at Mitsubishi Electric
Corporation as Corporate Executive and General Manager of Industrial Products
Marketing Division of Factory Automation Systems Group, Executive Officer and Vice
President of Corporate Marketing Group, and Senior Vice President and Group Presidentof Automotive Equipment Group. We expect him to utilize them for the Company’s
management and supervise management from an independent and objective point ofview. Based on the above, the Company judges that he is suitable as Outside Director of
the Company and requests his new election as Outside Director.

Number of theCompany’s
shares held

1977
2008

0

(Notes) 1. There is no special interest between the above candidates and the Company.
2. The number of the Company’s shares each candidate holds is shown including shares of stock in
Officer’s Shareholding Association.
3. Hirofumi Gomi, Mikio Mochizuki and Isao Iguchi are candidates for Outside Directors as stipulated in
Article 2, Paragraph 3, Item 7 of the Ordinance for Enforcement of the Companies Act.
4. The Company designated Hirofumi Gomi as an Independent Director as defined by Tokyo Stock
Exchange, Inc., and registered him with the Tokyo Stock Exchange as an Independent Director. If there-election of Hirofumi Gomi is approved at this General Meeting of Shareholders, the Company will
re-designate him as Independent Director. If the election of Mikio Mochizuki and Isao Iguchi isapproved, the Company will designate them as Independent Directors and register them with theTokyo Stock Exchange.
5. The term of office of Hirofumi Gomi is six (6) years at the closing of this General Meeting of
Shareholders.
6. Pursuant to the Articles of Incorporation, the Company has entered into a contract with Hirofumi
Gomi, which provides that the liability for damages stipulated in Article 423, Paragraph 1 of theCompanies Act shall be up to the minimum liability amount specified in each item of Article 425,
10

Paragraph 1 of the same law. If the re-election of Hirofumi Gomi is approved at this General Meetingof Shareholders, the Company will continue the aforementioned liability limitation contract with him.
If the election of Mikio Mochizuki and Isao Iguchi is approved, the Company will enter into the same
contracts with them.
7. The Company has concluded a directors and officers liability insurance agreement with an insurancecompany. The insurance policy covers damages that may arise when the insured assumes liability forthe execution of his or her duties or receives a claim related to the pursuit of such liability. If theelection of each candidate for Director is approved, he or she will be insured under the insurance
contract. The Company plans to renew the insurance contract with the same contents at the time of thenext renewal.

11Proposal 3-Election of One (1) Statutory Auditor
The term of office of one (1) Statutory Auditor Shigeru Makinouchi will expire at the conclusion of this General
Meeting of Shareholders. Accordingly, it is proposed to elect one (1) Statutory Auditor.
The Company has already obtained the consent of the Board of Statutory Auditors with respect to the submissionof this proposal.
The candidate for Statutory Auditor is shown below.
Number of the
Name
Brief personal history, position andCompany’s(Date of birth)concurrent holding of important positions
shares held
New Candidate
April
1990 Admitted to practice law in Japan
Joined Nagashima & Ohno (currently
Outside Auditor
Nagashima Ohno & Tsunematsu)
Independent Auditor
August1996 Admitted to practice law in New York
October 1996 Joined Tokyo City Law & Tax Partners
February 2003 Partner, City-Yuwa Partners (current
position)
October 2004 Statutory Auditor, Deutsche Asset
Noriyuki Katayama
Management (Japan) Limited(October 28, 1964)(currently DWS Investments (Japan) Limited)(current position)
July
2005 Statutory Auditor, Deutsche Securities Junbi
K.K. (currently Deutsche Securities Inc.)
September 2006 Outside Director, Accordia Golf Co., Ltd.
April
2009 Visiting Professor, Graduate School of Law,
Toyo University
June2013 Supervisory Director, SIA REIT, Inc.
(currently One REIT, Inc.)
February 2014 a member of the Committee of Bar Examiners
in charge of the commercial and corporate
law portion of the National Preliminary
Qualifying Bar Examination0
June2014 Outside Statutory Auditor, Nissan Chemical
Industries, Ltd. (currently Nissan Chemical
Corporation) (current position)
August2017 Supervisory Director, HEIWA REALESTATE REIT, Inc. (current position)
April
2018 Inspection Commissioner, Director, Nippon
Denkai, Ltd. (current position)
March2019 Outside Statutory Auditor, Livesense Inc.
(current position)<Concurrent holding of important positions>
Partner, City-Yuwa Partners<Reasons for electing the candidate for Outside Statutory Auditor>
Noriyuki Katayama has acquired abundant experience and advanced expertise in generalbusiness legal practices including international transactions, corporate acquisition, corporate
legal practices, corporate governance, and financial legal practices through his long years ofcareer as an attorney-at-law. He has abundant experience in corporate management ofmultiple companies as an outside director or outside auditor. We expect him to utilize themto oversee the execution of duties by Directors and executors of business from an
independent and objective point of view. Based on the above, the Company judges that he issuitable as Outside Statutory Auditor and requests his new election as Outside Statutory
Auditor.

12(Notes) 1. There is no special interest between the above candidate and the Company.
2. Noriyuki Katayama is a candidate for Outside Statutory Auditor as stipulated in Article 2, Paragraph
3, Item 8 of the Ordinance for Enforcement of the Companies Act.
3. Noriyuki Katayama satisfies the requirement as an Independent Statutory Auditor as defined by
Tokyo Stock Exchange. If the election of Noriyuki Katayama is approved, the Company will register
him with the Tokyo Stock Exchange as an Independent Statutory Auditor.
4. If the election of Noriyuki Katayama as a Statutory Auditor is approved, pursuant to the Articles ofIncorporation, the Company will entered into a contract with Noriyuki Katayama, which provides thatthe liability for damages stipulated in Article 423, Paragraph 1 of the Companies Act shall be up to
the minimum liability amount specified in each item of Article 425, Paragraph 1 of the same law.
5. The Company has concluded a directors and officers liability insurance agreement with an insurancecompany. The insurance policy covers damages that may arise when the insured assumes liability forthe execution of his or her duties or receives a claim related to the pursuit of such liability. If theelection of Noriyuki Katayama as a Statutory Auditor is approved, he will be insured under the
insurance contract. The Company plans to renew the insurance contract with the same contents at thetime of the next renewal.

13

(Reference) Independence Criteria for Outside Officers
The Company has stipulated the criteria for the independence of Outside Officers as follows for the determinationof their independence.
In principle, a person who does not fall under any of the following items at present or within the past three years(1) A party whose major business partner is the Company, or an executor of business thereof if the party is a
corporation, etc.
(2) A major business partner of the Company, or an executor of business thereof if the party is a corporation, etc.
(3) A consultant, accounting specialist or legal specialist who receives a significant amount of money or otherproperty from the Company other than the compensation from the Company as an Outside Officer.
(4) An employee, etc. of the consulting firm, accounting office or law firm, etc. whose major business partner isthe Company(5) A party who receives a significant amount of donation, etc. from the Company, or an executor of businessthereof if the party is a corporation, etc.
(6) A major shareholder (a party who holds more than 10% of the total voting rights) of the Company, or an
executor of business thereof if the party is a corporation, etc.
(7) A close relative of the following (excluding insignificant person)
A. A person who falls under (1) to (6) described above
B. A Director, Statutory Auditor, Operating Officer or important employee of the Company or its subsidiary

End of document14