Note: This document has been translated from a part of the Japanese original for reference purposes only. In theevent of any discrepancy between this translated document and the Japanese original, the original shallprevail.

Securities Code: 4215
June 6, 2022

To our shareholders:Kazuya Saito
Representative Director President

C.I. TAKIRON Corporation
3-1-3, Umeda, Kita-ku, Osaka

Notice of the 127th Ordinary General Shareholders’ Meeting
We are pleased to announce the 127th Ordinary General Shareholders’ Meeting of C.I. TAKIRON
Corporation (“the Company”), which will be held as described below.
You can exercise your voting rights, and we would like to ask you to do so after reviewing
the Reference Documents for the General Shareholders’ Meeting attached below.
1. Date and time
2. Venue

Tuesday, June 28, 2022 at 10:00 a.m.
Naniwa Room, 20F, HOTEL GRANVIA OSAKA
3-1-1, Umeda, Kita-ku, Osaka
3. Purpose of the Meeting
Matters to be reported:
1. Report on the Business Report, the Consolidated Financial Statements and the audit
results of the Consolidated Financial Statements by the Accounting Auditors andthe Audit & Supervisory Board for the 127th fiscal year (from April 1, 2021 toMarch 31, 2022)
2. Report on the Non-consolidated Financial Statements for the 127th fiscal year (from
April 1, 2021 to March 31, 2022).
Matters to be resolved:
Proposal No. 1
Appropriation of Surplus
Proposal No. 2
Amendment to the Articles of Incorporation
Proposal No. 3
Election of Seven Directors
Proposal No. 4
Election of One Audit & Supervisory Board Member
Proposal No. 5
Election of One Substitute Audit & Supervisory Board
Member1

Reference Documents for the General Shareholders’ Meeting
Proposals and Reference Information
Proposal No. 1

Appropriation of Surplus

In line with its medium-term management plan, “Commit to Transformation 2023,” which started in
April 2021, the C.I. TAKIRON Group is striving to steadily and promptly implement the following
six priority measures: 1) Solve social issues; 2) Acquire new businesses, new products, and newtechnologies; 3) Accelerate borderlessness; 4) Adopt digital technology; 5) Restructure groupmanagement; and 6) Further improve our management base.
Furthermore, as a measure for shareholder returns, the Company’s basic policy is to pay stabledividends with a target payout ratio of 40%, based on comprehensive consideration of businessperformance and medium- to long-term business plans.
In consideration of the policy above and consolidated financial results, the Company proposes to
pay a year-end dividend for the fiscal year ended March 31, 2022 of ¥16 per share. Accordingly,
including the interim dividend of ¥11 per share, the annual dividend will total ¥27 per share, which is¥5 higher than for the previous fiscal year.

Year-end dividends(1) Type of dividend property

Cash(2) Allotment of dividend property to shareholders and their aggregate amount¥16 per common share of the Company
Total payment: ¥1,559,670,864(3) Effective date of dividends of surplus

June 29, 20222

Proposal No. 2

Amendment to the Articles of Incorporation

1 Reasons for the Proposal(1) The current Article 2 (Purpose) of the Articles of Incorporation is to be amended to clarify
the business content in line with the current situation due to changes in the business
content.
(2) The “Act on Strengthening Industrial Competitiveness” (Act No. 70 of 2021) went into
effect on June 16, 2021, allowing listed companies to hold General Shareholders’ Meetings
without a physical venue (so-called virtual only General Shareholders’ Meetings) undercertain conditions by stipulating them in their Articles of Incorporation.
The Company believes that it is in the interest of all shareholders to expand the methods ofholding General Shareholders’ Meetings that can be selected, keeping in mind the spread of
infectious diseases, occurrence of large-scale disasters including natural disasters, and thepromotion of digitalization of society as a whole, etc. Therefore, the Company proposes to
newly establish Article 13, Section 2 of the Articles of Incorporation to allow General
Shareholders’ Meetings to be held without a designated location.
In deciding how to hold the General Shareholders’ Meetings, the rights of shareholders
shall be given the highest priority each time the meeting is held, and the Board of Directors
shall carefully determine the method of holding the meetings by resolution, taking into
consideration social demands in light of infectious diseases, large-scale disasters, and otherfactors.
In making this amendment, the Company has received confirmation from the Minister of
Economy, Trade and Industry as well as the Minister of Justice that it satisfies therequirements specified by the Orders of the Ministry of Economy, Trade and Industry andthe Ministry of Justice.
(3) Since the revised provisions provided for in the proviso to Article 1 of the Supplementary
Provisions of the Act Partially Amending the Companies Act (Act No. 70 of 2019) are to
be enforced on September 1, 2022, the Company proposes to make the following
amendments to its Articles of Incorporation in preparation for the introduction of thesystem for providing informational materials for the General Shareholders’ Meetings inelectronic format.
i.

Article 16, paragraph 1 in “Proposed amendments” below will stipulate that theCompany shall take measures for providing information that constitutes the content ofreference documents for the General Shareholders’ Meeting, etc. in electronic format.
ii. Article 16, paragraph 2 in “Proposed amendments” below will establish the provision
to limit the scope of the items to be stated in the paper-based documents to bedelivered to shareholders who requested the delivery of paper-based documents.
iii. Since general shareholders’ meetings of listed companies to be held within six monthsof the effective date cannot take the measure of electronic provision and require thesame measures as the previous general shareholders’ meetings, it is proposed that
Article 16 (Internet Disclosure and Deemed Provision of Reference Documents for the
General Shareholders’ Meeting, Etc.) of the current Articles of Incorporation beamended to retain the provision and that a supplementary provision be added
regarding when such provision shall be deleted.
iv. Accompanying the aforementioned establishment and deletion of provisions,
supplementary provisions regarding the effective date, etc. will be established.

3

2.

Details of the Changes
The details of the changes are as follows. (Changes are underlined.)
Current Articles of Incorporation
Proposed Amendments
Article 2. PURPOSE
Article 2. PURPOSEThe Company shall conduct the following
The Company shall conduct the following
business:business:(1) Manufacture, processing and sales of(1) Manufacture, processing and sales ofplastic products;
plastic products;(2) Manufacture / sales of inorganic(2) Manufacture / sales of inorganic
chemical industrial products;
chemical industrial products;(3) Manufacture / sales of electric(3) Manufacture / sales of electricmaterials, metallic materials,
materials, metallic materials,
magnetic materials, ultrafine particle
magnetic materials, ultrafine particle
materials, and their applicationmaterials, and their application
products;
products;(4) Manufacture / sales of motors and(4) Manufacture / sales of motors andelectronics parts;
electronics parts;(5) Manufacture / sales of rubber(5) Manufacture / sales of rubber
products;
products;(6) Manufacture / sales of paper(6) Manufacture / sales of paper
products;
products;(7) Manufacture / sales of seeds and(7) Manufacture / sales of seeds andseedlings, fertilizers, feeds, and soil
seedlings, fertilizers, feeds, and soil
conditioners;
conditioners;(8) Manufacture / sales of(8) Sale of agricultural chemicals,
pharmaceuticals, quasi- drugs,
industrial chemicals and quasi-drugs
medical devices, drugs for animals,quasi- drugs for animals, cosmetic,
agricultural chemicals, and industrial
chemicals;(9) Design, manufacture, sales, and lease(9) Design, manufacture, sales, and leaseof various equipment and systems,of various equipment and systems,
and molds;
and molds;(10) Contracting and design / management(10) Contracting and design / managementof construction works;of construction works;(11) General motor truck transportation(11) General motor truck transportation
business, transportation business, andbusiness, transportation business, andwarehousing;
warehousing;(12) Lease of real estate; and(12) Lease of real estate; and(13) All businesses related or incidental to(13) All businesses related or incidental tothe above.
the above.
Article 13. CONVOCATION OF
Article 13. CONVOCATION OF
SHAREHOLDERS MEETINGSHAREHOLDERS MEETINGThe annual meeting of shareholders of this
1. The annual meeting of shareholders of
this Company shall be convened in June
Company shall be convened in June every
every year, and any special meeting ofyear, and any special meeting of shareholders
shareholders may be convened at any
may be convened at any time whenevertime whenever necessary.
necessary.
(Newly established)
2. This Company may hold a shareholders
meeting without a designated location forthe meeting.

4Current Articles of Incorporation(Newly established)

Proposed Amendments
Article 16. MEASURES, etc. FOR
PROVIDING INFORMATION
IN ELECTRONIC FORMAT
1. When this Company convenes ashareholders meeting, it shall takemeasures for providing information that
constitutes the content of reference
documents for the shareholders meeting,etc. in electronic format.
2. Among items for which the measures forproviding information in electronic
format will be taken, this Company may
exclude all or some of those items
designated by the Ministry of Justice
Order from statements in the paper-based
documents to be delivered toshareholders who requested the deliveryof paper-based documents by the record
date of voting rights.
Article 16-2. DISCLOSURE ON INTERNETAND DEEMED PROFFER OFREFERENCE DOCUMENTS,
etc. OF SHAREHOLDERS
MEETING(As currently written)

Article 16. DISCLOSURE ON INTERNETAND DEEMED PROFFER OFREFERENCE DOCUMENTS,
etc. OF SHAREHOLDERS
MEETING
This Company shall be deemed as profferedto the shareholders by disclosing information
with method utilizing internet relating to thematters to be described or represented in thereference documents of shareholders
meeting, annual business report, financial
documents and consolidated financial
documents upon convocation of shareholders
meeting, subject to the Ministerial Ordinanceof the Ministry of Justice.

5

Current Articles of Incorporation(Newly established)

Proposed Amendments
SUPPLEMENTARY PROVISIONS
Article 1. TRANSITIONAL MEASURESFOR PROVIDING REFERENCE
DOCUMENTS OF
SHAREHOLDERS MEETING IN
ELECTRONIC FORMAT
1. The establishment of Article 16.
MEASURES, etc. FOR PROVIDING
INFORMATION IN ELECTRONICFORMAT and the amendment of Article
16-2. DISCLOSURE ON INTERNETAND DEEMED PROFFER OFREFERENCE DOCUMENTS, etc. OF
SHAREHOLDERS MEETING of the
Articles of Incorporation shall become
effective as of September 1, 2022.
2. The provisions of Article 16-2.
DISCLOSURE ON INTERNET AND
DEEMED PROFFER OF REFERENCE
DOCUMENTS, etc. OF
SHAREHOLDERS MEETING of the
Articles of Incorporation and this Article
shall be deleted after the later date ofeither six months from September 1,
2022 or three months from the date of theshareholders meeting to be held within
six months from September 1, 2022.

6

Proposal No. 3

Election of Seven Directors

The terms of office of all six Directors will expire at the conclusion of this meeting. In that regard,
the Company proposes increasing the number of Directors by one and the election of seven
Directors to enhance the management system.
In order to enhance the objectivity and transparency of the election process, this proposal has
passed through the deliberation process of the Nomination and Remuneration Committee. The
candidates for Director are as follows:
6 males, 1 female
Attendance atBoard of Directors
meetings

Candidate
No.

Name

1

Kazuya Saito

Representative Director
President

Reelection

100%(17/17)

2

Yuji Fukuda―

New election―

Reelection

100%(17/17)

Reelection

100%(17/17)

Current position and responsibility in the Company

Director Senior Managing
Executive Officer
Chief Operating Officer of theEnvironmental Materials
Division
Director Senior Managing
Executive Officer
Chief Operating Officer of theConstruction Materials
Division

3

Takahisa Miyake

4

Akihiro Ueda

5

Kenichi Hatano

DirectorReelection Outside
Independent100%(17/17)

6

Yoshiko Kosaka

DirectorReelection Outside
Independent100%(17/17)

7

Takeshi Kaide―

New election Outside
Independent

―

Note:

The name of Yoshiko Kosaka in the family register is Yoshiko Miyabata.

Reelection
New election
OutsideIndependent

Candidate for Director
Candidate for Director to be newly elected
Candidate for outside Director
Candidate registered at the Tokyo Stock Exchange as an Independent Officer

7

Candidate
No.

Name
(Date of birth)<<Career summary, position and responsibility in the Company, andsignificant concurrent positions outside the Company>>
Apr. 1981

Joined ITOCHU Corporation

Apr. 2012

Executive Officer

Number of theCompany’s
shares owned

Chief Operating Officer of Chemicals Division
June 2014

Executive Officer of the Company
Assistant to President

Reelection

Nov. 2014

Kazuya Saito
June 2015(January 18, 1959)
Apr. 2016

1

Attendance atBoard of Directors June 2016
meetings
Apr. 2017100% (17/17)

General Manager of the High Functional Materials
Business and Branch Manager of Tokyo Branch
Director and Executive Officer
Responsible for Logistics, High Functional Materials
Business and Overseas Business

64,034

Director and Managing Executive Officer
Director and Senior Managing Executive Officer
Chief Operating Officer of the High Functional
Materials Business

Apr. 2018

Chief Operating Officer of the Environmental Materials
Division

Apr. 2019

Representative Director President & COO

Apr. 2020

Representative Director President (current position)[Reasons for nomination as candidate for Director]
The Company appointed Kazuya Saito as the Representative Director President in April 2020 after serving as theRepresentative Director President & COO in 2019 based on his many years of service to the ITOCHU Corporationin the Chemicals Division and after his appointment as Director, Chief Operating Officer of the High Functional
Materials Business, and Chief Operating Officer of the Environmental Materials Business since 2015. The
Company nominated Kazuya Saito because it can expect him to further the expansion of business and greater
profitability as the highest authority in management business execution currently and for his continued executionof decision making and supervision of management based on his wealth of experience and expertise in overallbusiness, including the overseas fields of the Company.
Notes: 1. There is no special interest between Kazuya Saito and the Company.
2. The above “Career summary, position and responsibility in the Company, and significant concurrent positions
outside the Company” includes Kazuya Saito’s current and past positions and responsibilities as a person who
executes business at ITOCHU Corporation, the owners of parent of the Company, in the past 10 years.

8Candidate
No.

Name
(Date of birth)

New election
Yuji Fukuda(January 21, 1957)<<Career summary, position and responsibility in the Company, andsignificant concurrent positions outside the Company>>
Apr. 1979

Joined ITOCHU Corporation

May 2006

Chief Operating Officer of Chemicals Division

June 2006

Executive Officer

Apr. 2008

Executive Vice President of Chemicals, Forest
Products & General Merchandise Company and Chief
Operating Officer of Chemicals Division

Apr. 2009Managing Executive Officer

Apr. 2012

President of Energy & Chemicals Company

June 2012

Representative Director, Managing Executive Officer

Apr. 2015

Representative Director, Senior Managing Executive
Officer

Apr. 2016

Senior Managing Executive Officer

2

Number of theCompany’s
shares owned

CEO of Asia & Oceania Bloc, President & CEO of
ITOCHU Singapore Pte Ltd and Executive Advisory
Officer of CP & CITIC Operations
Apr. 2019

Executive Vice President
CEO of East Asia Bloc, CEO of Asia & Oceania Bloc
and Executive Advisory Officer of CP & CITIC
Operations

June 2019

Representative Director, Executive Vice President

Apr. 2022

Councilor (current position)[Reasons for nomination as candidate for Director]
Yuji Fukuda spent his many years of service at ITOCHU Corporation in the Chemicals Division. He wasappointed Representative Director in 2012 and Representative Director, Executive Vice President in 2019. The
Company nominated Yuji Fukuda because it can expect him to carry out management decision-making andsupervision because of his extensive experience and knowledge of management, including overseas companies.
Notes: 1. There is no special interest between Yuji Fukuda and the Company.
2. The above “Career summary, position and responsibility in the Company, and significant concurrent positions
outside the Company” includes Yuji Fukuda’s current and past positions and responsibilities as a person who
executes business at ITOCHU Corporation, the owners of parent of the Company, in the past 10 years.

90Candidate
No.

Name
(Date of birth)

Reelection<<Career summary, position and responsibility in the Company, andsignificant concurrent positions outside the Company>>
Apr. 1984

Joined the Company

Apr. 2009

General Manager of the Purchasing Department

Apr. 2011

General Manager of the Flooring Department

Apr. 2014

General Manager of the Corporate Planning
Department

Takahisa Miyake June 2014
(February 5, 1961) June 2016

3

Attendance atBoard of Directors
meetings
100% (17/17)

Apr. 2017

Number of theCompany’s
shares owned

Executive Officer
Director and Executive Officer
Director and Senior Managing Executive Officer(current position)

42,189Chief Operating Officer of the Corporate Planning
Division
Apr. 2018

Chief Operating Officer of the Corporate Planning
Division and responsible for the R&D Department

Apr. 2019

Chief Operating Officer of the Environmental Materials
Division (current position)[Reasons for nomination as candidate for Director]
Takahisa Miyake was appointed Director in 2016 and Chief Operating Officer of the Corporate Planning Divisionin 2017 after working as the General Manager of the Purchasing, Flooring and Corporate Planning Departments.
He has been serving as the Chief Operating Officer of the Environmental Materials Division since 2019. The
Company nominated Takahisa Miyake because it can expect him to continue to execute the decision making andsupervision of management based on his wealth of experience and expertise in management and the overallbusiness operations of the Company.
Note:

There is no special interest between Takahisa Miyake and the Company.

10

Candidate
No.

Name
(Date of birth)

Reelection<<Career summary, position and responsibility in the Company, andsignificant concurrent positions outside the Company>>
Apr. 1982

Joined ITOCHU Corporation

Apr. 2008

General Manager of Plastics Department

Apr. 2012

Deputy Chief Operating Officer of Chemicals Division
and General Manager of Plastics Department

Apr. 2013

Executive Officer

Apr. 2014

Vice President of ITOCHU East Asia Bloc (East
China) (stationed in Shanghai) and Managing Directorof ITOCHU SHANGHAI LTD.

Akihiro Ueda
(October 13, 1958) Apr. 2015

4

Managing Executive Officer of ITOCHU Corporation
CEO for East Asia Bloc (stationed in Beijing),
Chairman of ITOCHU (CHINA) HOLDING CO.,LTD., Chairman of ITOCHU SHANGHAI LTD.,
Chairman of ITOCHU HONG KONG LTD. andChairman of BIC

Attendance atBoard of Directors
meetings
100% (17/17)
Apr. 2019

Number of theCompany’s
shares owned

38,773

Senior Managing Executive Officer of the Company
Chief Operating Officer of the Construction Materials
Division (current position)

June 2019

Director Senior Managing Executive Officer (current
position)[Reasons for nomination as candidate for Director]
Akihiro Ueda spent his many years of service at ITOCHU Corporation in the Chemicals Division and was
appointed Managing Executive Officer of ITOCHU Corporation in 2015. He assumed office as Director Senior
Managing Executive Officer of the Company in April 2019, and in the same year he started serving as Chief
Operating Officer of the Construction Materials Division of the Company. The Company nominated Akihiro Ueda
because of his extensive experience and knowledge mainly in the chemicals field, including management
experience in multiple overseas companies, as well as sufficient experience in the Company’s management ingeneral, and expects him to continue to fulfill his role in management decision-making and supervision.
Notes: 1. There is no special interest between Akihiro Ueda and the Company.
2. The above “Career summary, position and responsibility in the Company, and significant concurrent positions
outside the Company” includes Akihiro Ueda’s current and past positions and responsibilities as a person who
executes business at ITOCHU Corporation, the owners of parent of the Company, in the past 10 years.

11Candidate
No.

Name
(Date of birth)

Reelection
OutsideIndependent
Kenichi Hatano(December 28,
1947)<<Career summary, position and responsibility in the Company, andsignificant concurrent positions outside the Company>>Mar. 1966

Joined Sumitomo Chemical Co., Ltd. (current
SUMITOMO CHEMICAL COMPANY, LIMITED)

June 1998

General Manager of Osaka Industrial Chemicals
Department, Inorganic Industrial Chemicals Division

Apr. 2001

General Manager of Osaka Industrial Chemicals
Department, Industrial Chemicals Division

June 2001

General Manager of Industrial Chemicals Department I,
Industrial Chemicals Division

June 2003

General Manager of Industrial Chemicals Division andGeneral Manager of Industrial Chemicals Department I,
Industrial Chemicals Division

June 2005

Executive Officer

Oct. 2007

Managing Executive Officer

General Manager of Industrial Chemicals Division

Attendance atJune 2009
Board of Directors Apr. 2010
meetings
100% (17/17)
Apr. 2013
5

June 2013

Number of theCompany’s
shares owned

9,293

Representative Director & Managing Executive Officer
Representative Director & Senior Managing Executive
Officer
Retired from Representative Director & Senior
Managing Executive Officer
Retired from Director
External Director of Sumitomo Seika Chemicals
Company, Limited.

June 2015

Retired from External Director

June 2018

Director of the Company (current position)[Reasons for nomination as candidate for outside Director and summary of expected role]
The Company nominated Kenichi Hatano as Director because it expects him to utilize his wealth of experienceand expertise cultivated through his involvement in management of a comprehensive chemicals manufacturer inthe management of the company. In addition, Kenichi Hatano has actively provided advice from an independent
standpoint since his appointment as outside Director of the Company in 2018, and the Company expects him tocontinue to execute the proper decision making and supervision of management as an outside Director of theCompany. At the conclusion of this meeting, Kenichi Hatano’s tenure as outside Director of the Company will
have been four years.
[Independence of the candidate]
Kenichi Hatano was an executive officer of SUMITOMO CHEMICAL COMPANY, LIMITED until April 2013.
The Company has transactions with this company for the purchase of raw materials, etc., but as the percentage oftransaction amount is less than 2%, SUMITOMO CHEMICAL COMPANY, LIMITED is not a major business
partner of the Company.
Kenichi Hatano satisfies the “Independence Standards for Outside Officers” established by the Company, and has
been designated as an independent officer in accordance with the provisions of the Tokyo Stock Exchange. If thereelection of Kenichi Hatano is approved as proposed, the Company plans to continue the said designation.
Notes: 1. There is no special interest between Kenichi Hatano and the Company.
2. Kenichi Hatano is a candidate for outside Director.

12

Candidate
No.

Name
(Date of birth)<<Career summary, position and responsibility in the Company, andsignificant concurrent positions outside the Company>>
Oct. 2003

Reelection
OutsideIndependent
Yoshiko Kosaka(September 20,
1976)
Attendance atBoard of Directors
meetings
100% (17/17)
6Number of theCompany’s
shares owned

Registered as an attorney at law
Joined Nishimura Law & Accounting Office

July 2007

Termination of attorney at law registration (due tochildcare leave, etc.)

Jan. 2013

Re-registered as an attorney at law
Joined Takagi Law Office

Apr. 2016

Joined Irokawa Law Office (current Irokawa Legal
Professional Corporation) (current position)

June 2020

Director of the Company (current position)

June 2022

Outside Auditor of KANEMITSU Corporation(scheduled to be appointed)

3,526[Reasons for nomination as candidate for outside Director and summary of expected role]
Yoshiko Kosaka has served as outside Director of the Company since June 2020, leveraging her advanced
expertise as an attorney and extensive knowledge related to corporate legal affairs, and the Company expects her
to continue speaking actively from an independent perspective, and to continue fulfilling her role in appropriate
management decision-making and supervision.
Yoshiko Kosaka has never been involved in the management of a company except for serving as outside officer sofar. However, the Company judges she will appropriately fulfill her duties as an outside Director based on theabove reasons. At the conclusion of this meeting, Yoshiko Kosaka’s tenure as outside Director of the Company
will have been two years.
[Independence of the candidate]
Yoshiko Kosaka satisfies the “Independence Standards for Outside Officers” established by the Company, and has
been designated as an independent officer in accordance with the provisions of the Tokyo Stock Exchange. If thereelection of Yoshiko Kosaka is approved as proposed, the Company plans to continue the said designation.

Notes: 1. There is no special interest between Yoshiko Kosaka and the Company.
2. Yoshiko Kosaka is a candidate for outside Director.
3. The name of Yoshiko Kosaka in the family register is Yoshiko Miyabata.

13

Candidate
No.

Name
(Date of birth)

New election
OutsideIndependent
Takeshi Kaide(March 16, 1955)

7<<Career summary, position and responsibility in the Company, andsignificant concurrent positions outside the Company>>
Apr. 1979

Joined Mitsui Petrochemical Industries, Ltd. (current
Mitsui Chemicals, Inc.)

Jan. 2003

Deputy Managing Director of Mitsui Chemicals Asia,
Ltd. (Singapore)

Oct. 2004

Deputy Managing Director of Mitsui Chemicals
Shanghai, China
Responsible for China PTA sales

June 2005

Deputy General Manager of Mitsui Chemicals, Inc.
PTA & PET Division

Oct. 2010

General Manager of PTA & PET Division
Managing Director, Siam Mitsui PTA Co., Ltd(THAILAND)

Apr. 2013

Representative in the Americas
President & CEO, Mitsui Chemicals America Inc.

Apr. 2015

Chief Senior Director
Representative Director and President of Prime
Polymer Co., Ltd.

Apr. 2018

Representative Director President & CEO Mitsui
Chemicals Tohcello, Inc.

Apr. 2021

Senior Advisor

Mar. 2022

Retired from Senior Advisor

Number of theCompany’s
shares owned

0[Reasons for nomination as candidate for outside Director and summary of expected role]
The Company nominated Takeshi Kaide because of his extensive experience and knowledge in the chemicals
field, including management experience in multiple overseas companies, and expects him to fulfill his role inmanagement decision-making and supervision from an independent perspective.
[Independence of the candidate]Takeshi Kaide was an executive officer of Mitsui Chemicals, Inc. until March 2015. The Company has
transactions with this company for the purchase of raw materials, etc., but as the percentage of transaction amountis less than 2%, Mitsui Chemicals, Inc. is not a major business partner of the Company. In addition, he was an
executive officer of Prime Polymer Co., Ltd. until March 2018 and of Mitsui Chemicals Tohcello, Inc. until
March 2021. The C.I. TAKIRON Group has transactions with these corporate groups for the purchase of raw
materials, etc., but as the percentage of transaction amount is less than 2%, Prime Polymer Co., Ltd. and Mitsui
Chemicals Tohcello, Inc. are not a major business partners of the Company.
Takeshi Kaide satisfies the “Independence Standards for Outside Officers” established by the Company, and has
been designated as an independent officer in accordance with the provisions of the Tokyo Stock Exchange.
Notes: 1. There is no special interest between Takeshi Kaide and the Company.
2. Takeshi Kaide is a candidate for outside Director.

14

■ Summary of details of limited liability agreement
The Company has entered into an agreement with Kenichi Hatano and Yoshiko Kosaka to limit
their liability for damages under Article 423, paragraph (1) of the Companies Act in accordancewith the provisions of Article 427, paragraph (1) of the same Act. If their reelection is approved
as proposed, the Company plans to renew this agreement with them. The maximum amount ofliability for damages based on this agreement is the minimum liability amount stipulated in
Article 425, paragraph (1) of the said Act. The said limitation of liability is allowed only when
the concerned Directors perform the duties that caused the liability in good faith and without
any gross negligence. When the election of Takeshi Kaide is approved, the Company intends
to conclude the same agreement for limitation of liability with him.
■ Summary of details of contract for directors and officers liability insurance
The Company concluded a liability insurance contract for directors and officers with aninsurance company, as stipulated in Article 430-3, paragraph (1) of the Companies Act,
whereby insured persons are covered under said insurance contract for any damages andlitigation costs incurred in the event a claim for damages is filed by a shareholder or a third
party.
Each candidate will be included as an insured person under the insurance contract.

15

Proposal No. 4

Election of One Audit & Supervisory Board Member

One Audit & Supervisory Board Member resigned as of March 31, 2022. Therefore, the Company
proposes the election of one Audit & Supervisory Board Member.
In addition, the consent of the Audit & Supervisory Board has been obtained for this proposal.
In order to enhance the objectivity and transparency of the election process, this proposal has
passed through the deliberation process of the Nomination and Remuneration Committee.
The candidate for Audit & Supervisory Board Member is as follows:
Name(Date of birth)<<Career summary, position and responsibility in the Company, and significant
concurrent positions outside the Company>>
Apr. 1990

Joined ITOCHU Corporation

Apr. 2011

General Manager of Internal Audit Department No.4,
Internal Audit Division

Apr. 2013

General Manager of Internal Audit Department No.2,
Internal Audit Division

May 2014

Seconded to Nippon Access, Inc.

May 2016

General Manager of Internal Audit Department No.1,
Internal Audit Division

Apr. 2018

Deputy General Manager of Internal Audit Division andGeneral Manager of Internal Audit Department No.1

New election

Apr. 2019

Masamichi
Kanatomi(August 20, 1967)

Deputy General Manager of Internal Audit Division,
General Manager of Internal Audit Department No.1 and
No.4

May 2019

Deputy General Manager of Internal Audit Division andGeneral Manager of Internal Audit Department No.1

Jan. 2021

Deputy General Manager of Internal Audit Division andGeneral Manager of Internal Control Testing
Department

Apr. 2021

Deputy General Manager of Internal Audit Division,
General Manager of Internal Control Testing
Department and Internal Audit Department No.2

May 2021

Deputy General Manager of Internal Audit Division andGeneral Manager of Internal Control Testing
Department

Apr. 2022

CFO of the Energy & Chemicals Company (current
position)

Number of theCompany’s shares
owned

0

[Reasons for nomination as candidate for Audit & Supervisory Board Member]
Masamichi Kanatomi spent his many years of service at ITOCHU Corporation in the Internal Audit and is currently CFO of
the Energy & Chemicals Company. He has expertise in audit, finance, and accounting. As such, the Company expects him toprovide appropriate advice and verification in order to ensure the appropriateness of decision making by the Board of
Directors.

16

[Limited liability agreement]
If the election of Masamichi Kanatomi is approved as proposed, the Company plans to enter into an agreement with
him to limit his liability for damages under Article 423, paragraph (1) of the Companies Act in accordance with theprovisions of Article 427, paragraph (1) of the same Act. The maximum amount of liability for damages based on
this agreement is the minimum liability amount stipulated in Article 425, paragraph (1) of the said Act. The said
limitation of liability is allowed only when the concerned Audit & Supervisory Board Member performs the duties
that caused the liability in good faith and without any gross negligence.
[Contract for directors and officers liability insurance]
The Company concluded a liability insurance contract for directors and officers with an insurance company, as
stipulated in Article 430-3, paragraph (1) of the Companies Act, whereby insured persons are covered under said
insurance contract for any damages and litigation costs incurred in the event a claim for damages is filed by ashareholder or a third party.
If Masamichi Kanatomi’s appointment is approved, he will be included as an insured person under said insurance
contract.
Notes: 1. There is no special interest between Masamichi Kanatomi and the Company.
2. The above “Career summary, position and responsibility in the Company, and significant concurrent
positions outside the Company” includes Masamichi Kanatomi’s current and past positions andresponsibilities as a person who executes business at ITOCHU Corporation, the owners of parent of theCompany, in the past 10 years.

17

(Reference) Audit & Supervisory Board After Approval
If Proposal No. 4 is approved as originally proposed, the composition of the Audit &Supervisory Board will be as follows.
3 males, 1 female
Name
Position in the Company
Toshiro Okajima
Statutory Audit & Supervisory Board
Member
Masamichi Kanatomi
Audit & Supervisory Board Member
Masako Osuna
Audit & Supervisory Board Member
OutsideIndependent
Takashi Araki
Audit & Supervisory Board Member
OutsideIndependent
OutsideOutside Audit & Supervisory Board Member
Independent Candidate registered at the Tokyo Stock Exchange as an Independent Officer

18

Proposal No. 5

Election of One Substitute Audit & Supervisory Board Member

The Company proposes the election of one substitute outside Audit & Supervisory Board
Member in advance to be ready to fill a vacant position should the number of outside Audit &Supervisory Board Members fall below the number required by laws and regulations.
In addition, the consent of the Audit & Supervisory Board has been obtained for this proposal.
In order to enhance the objectivity and transparency of the election process, this proposal has
passed through the deliberation process of the Nomination and Remuneration Committee.
The candidate for substitute Audit & Supervisory Board Member is as follows:
Name(Date of birth)

Takashi Honda(December 24, 1972)<<Career summary and significant concurrent positions outside theCompany>>
Oct. 1996

Joined Aoyama Audit Corporation (currently
PricewaterhouseCoopers Aarata LLC)

Apr. 2001

Registered as a certified public accountant

July 2003

Joined Zeirishi-Hojin PricewaterhouseCoopers (current
PwC Tax Japan)

Oct. 2007

Registered as a certified public tax accountant

Oct. 2014

Director of Honda Certified Public Accountant Office

Number of theCompany’s shares
owned

0

Joined EXPERTS LINK LTD., CO.
Sept. 2016

Senior Partner

Aug. 2020

Director of Takashi Honda Certified Public Accountant& Tax Accountant Office (current position)
Senior Partner of Progressive Advisory LLC (current
position)[Reasons for nomination as candidate for substitute outside Audit & Supervisory Board Member]
The Company nominated Takashi Honda as a candidate for substitute outside Audit & Supervisory Board Member as he has
worked for an audit corporation and a tax accountant corporation for many years and has a wealth of experience andknowledge in these fields as well as a high level of expertise in finance and accounting as a certified public accountant andtax accountant, and it expects him to provide appropriate advice and verification in order to ensure the appropriateness ofdecision making by the Board of Directors.
[Independence of the candidate]
Takashi Honda satisfies the “Independence Standards for Outside Officers” established by the Company, and if his
reelection is approved as proposed and he assumes office as an outside Audit & Supervisory Board Member, the Company
plans to designate him as an independent officer in accordance with the provisions of the Tokyo Stock Exchange.
[Limited liability agreement]
If the election of Takashi Honda is approved as proposed and he assumes office as an Audit & Supervisory Board Member,the Company plans to enter into an agreement with him to limit his liability for damages under Article 423, paragraph (1) of
the Companies Act in accordance with the provisions of Article 427, paragraph (1) of the same Act. The maximum amountof liability for damages based on this agreement is the minimum liability amount stipulated in Article 425, paragraph (1) of
the said Act. The said limitation of liability is allowed only when the concerned Audit & Supervisory Board Member
performs the duties that caused the liability in good faith and without any gross negligence.
[Contract for directors and officers liability insurance]
The Company concluded a liability insurance contract for directors and officers with an insurance company, as stipulated in
Article 430-3, paragraph (1) of the Companies Act, whereby insured persons are covered under said insurance contract forany damages and litigation costs incurred in the event a claim for damages is filed by a shareholder or a third party.
If Takashi Honda’s appointment is approved and he becomes an Audit & Supervisory Board Member, he will be included as
an insured person under said insurance contract.
Notes: 1. There is no special interest between Takashi Honda and the Company.
2. Takashi Honda is a candidate for substitute outside Audit & Supervisory Board Member.

19

(Reference) “Independence Standards for Outside Officers”
In selecting candidates for outside officers, the Company selects candidates who satisfy thefollowing unique standard of the Company in addition to the criteria set forth in the
Companies Act and the Tokyo Stock Exchange.
In order for the Company to determine that an outside officer is independent, the said outside
officer must be independent and neutral from the Company’s management without coming
under any of the following.
1. A person or a person who executes business (“executive”) who has the C.I. TAKIRONGroup as a major business partner (sales to the C.I. TAKIRON Group account for 2% ormore of the consolidated sales of the relevant business partner group)
2. A major business partner of the C.I. TAKIRON Group or such an executive (sales to therelevant business partner group account for 2% or more of the consolidated sales of the
C.I. TAKIRON Group)
3. A person who belongs to the Company’s main bank, to a lead managing securities
company, or to an auditing firm that is the Company’s financial auditor
4. Attorneys at law, consultants, etc. who receive a certain amount of money (¥10 million
per year) or more in monetary or other financial benefits from the Company in addition to
the remuneration for officers (including those who belong to corporations, partnerships,
or other organizations if the person receiving such benefits is a member of suchorganization)
5. A Director who is not an executive or an executive of the owners of parent of theCompany, an Audit & Supervisory Board Member of the owners of parent of theCompany, or an executive of a brother company, at any time within 10 years prior to theassumption of office
6. Major shareholders of the Company (persons who directly or indirectly hold 10% ormore of the total voting rights, excluding the owners of parent of the Company) or theirbusiness executors
7. Spouse, relative within the second degree of kinship, or relative living in the same
household of a person who is an executive of the C.I. TAKIRON Group or of a person
who falls under 1 through 6 above
8. A person who has come under 1 to 4, 6, or 7 above in the last 5 years
9. A person who has been in office as an outside Director for a total of more than 8 years

20

(Reference) Skills Matrix (if Proposals No. 3 and No. 4 are approved as originallyproposed)
The skills required of the Directors and Audit & Supervisory Board Members of the Company
in order to realize the C.I. TAKIRON Group’s corporate philosophy and the medium-term
management plan, “Commit to Transformation 2023 (CX2023),” are defined in a “Skills
Matrix.”If Proposals No. 3 and No. 4 are approved as originally proposed, the Skills Matrix for each
Director and each Audit & Supervisory Board Member will be as follows.
Skill
Directors

Audit &
Supervisory
Board
Members

Kazuya Saito
Yuji Fukuda
Takahisa
MiyakeAkihiro Ueda
Kenichi
HatanoYoshiko
KosakaTakeshiKaide
ToshiroOkajima
Masamichi
Kanatomi
MasakoOsuna
Takashi Araki

Corporate
Management●●

EnvironTalent
Legal/
TechFinance/
Sales/
ment/
Develop- Governnology/
Accounting
MarketingSocial
ment
ance
R&D
●
●
●
●
●
●
●

●

●

●

●

●

●
●

●

●

●

●
●

●

●

●
●

●
●

●

●

21

●
●

●

●
●

●
●

●

●
●

●

●
●

Global●(Reference) Corporate Governance Framework (if Proposals No. 3 and No. 4 areapproved as originally proposed)

General Shareholders’ Meeting
Elect, Dismiss

Elect, Dismiss
Make Decisions, Supervise

Audit

Audit & Supervisory Board
4 Audit & Supervisory Board Members(of which 2 outside Audit &Supervisory Board Members)

Board of Directors
7 Directors(of which 3 outside Directors)
Consult/
ReportProposal ofNomination andAppoint,
important matters
Remuneration Committee
Supervise
Reports on
business execution

Elect, Dismiss
Accounting Auditor

Accounting Audits
Audit

GovernanceCommittee

Business execution
President
Management
Committee

Sustainability
Committee
Compliance
Committee
Medium-term Management Plan andMateriality Management Committee

Proposal of importantmatters regarding
business execution

Internal Audit
OfficeAudit

Corporate
Planning
Div.

Corporate
Administration
Div.

Construction
Materials
Div.

Environmental
Material Div.

High
Functional
Materials
Div.

4 Business Segments

22

Specialty
Films Div.

Production
Div.

R&D
Div.

Recycling
Adaptive
Materials
Promotion
Dept.

DX
Strategy
Promotion Dept.

(Reference) Advisory Organizations to the Board of Directors
Nomination and Remuneration Committee
The Nomination and Remuneration Committee is established as an advisory body to the Boardof Directors with more than half of the members made up of Independent Outside Directors inorder to heighten the independence, objectivity and transparency of the Board of Directors in
the nomination of Directors, Audit & Supervisory Board Members and Executive Officers aswell as in the remuneration of Directors and Executive Officers. Any important matters related
to nomination or remuneration are evaluated under this committee before approval by the Boardof Directors.
Main Committee Agenda◦
Selection criteria for Director, Audit & Supervisory Board Members, and Executive
Officer candidates◦
Examination of independent election proposals for Directors, Audit & Supervisory Board
Members, and Executive Officers◦
Matters related to the appointment and dismissal of representative and Executive Officers◦
Remuneration policies for Directors and Executive Officers◦
Examination of processes to determine remuneration for Directors and Executive Officers
Composition of Committee (as of April 1, 2022)
Committee Chairperson

Mune Iwamoto, Independent Outside Director
Kazuya Saito, Director, President
Kenichi Hatano, Independent Outside Director

Members

Governance Committee
With the aim of further enhancing corporate governance, the Company has established a
Governance Committee, the majority of whose members are Independent Outside Directors, todeliberate on important governance-related matters and other material transactions or actions
that conflict with the interests of the controlling shareholder and minority shareholders, as
required by Japan’s Corporate Governance Code (Supplementary Principles 4.8.3).
Main Committee Agenda◦

Important governance matters◦

Effectiveness evaluation of the Board of Directors◦

Material transactions or actions that conflict with the interests of the controllingshareholder and minority shareholders**Deliberations only involve independent Outside Directors
Composition of Committee (as of April 1, 2022)
Committee Chairperson

Keiichi Hatano, Independent Outside Director
Kazuya Saito, Director, President
Mune Iwamoto, Independent Outside Director
Yoshiko Kosaka, Independent Outside Director

Members23

(Reference) Effectiveness Evaluation of the Board of Directors
The Company analyzes and evaluates the effectiveness of the Board of Directors every year andstrives to address challenges discovered as a result for the purpose of improving Board of
Directors functions. The effectiveness evaluation conducted in fiscal 2021 is shown below.
Evaluation Method
1.

Deliberate over the evaluation process at the Governance Committee

2.

Conduct survey for self-assessment by Directors and Audit & Supervisory Board
Members3.

Exchange ideas between Directors and Audit & Supervisory Board Members based on
analysis of the survey results

4.

Deliberate over the evaluation results at the Governance Committee

5.

Conduct evaluations at the Board of Directors

Evaluation Results
1. Items Improved in Fiscal 2021
In April 2021, the Medium-term Management Plan and Materiality Management Committee
began operating as a framework for systematic and ongoing discussions on medium- and longterm plans, and the committees made regular reports to the Board of Directors in May andNovember 2021.
With respect to the strengthening of systems to improve governance, as of August 1, 2021, theGovernance Committee was established as an advisory body to the Board of Directors todeliberate on important governance-related matters. The Committee also serves as a special
committee to deliberate and examine material transactions or actions that conflict with theinterests of the controlling shareholder and minority shareholders.
With regard to the diversity of the Board of Directors, the Company identified the skills that it
believes are necessary for its Board of Directors in light of the medium- to long-term
management strategy, and created a skills matrix to understand the current situation. In addition,
the skills matrix has been disclosed the Company’s Corporate Governance Report sinceNovember 2021.
With respect to the establishment of a Director remuneration system consistent withmanagement strategies, at the Ordinary General Shareholders’ Meeting held in June 2021, theCompany changed its previous stock compensation system (stock delivery trust) to a
performance-linked system and introduced a restricted stock compensation system in order toraise awareness of the Company’s Directors to contribute to the improvement of the Company’s
medium- to long-term performance and increase of its corporate value.
As for feedback from dialogue with shareholders and investors, we reported to the Board of
Directors on the status of IR activities and opinions received from shareholders and investors.

24

2. Fiscal 2021 Effectiveness Evaluation and Future Initiatives
The Company received an overall positive evaluation determining the Board of Directors
functions appropriately and is effective from various initiatives on strengthening the governancesystem and invigorating deliberations at the Board of Directors meetings.
The Company will promote initiatives to improve the five items below as priority issues in aneffort to further enhance the effectiveness of the Board of Directors.
(1)

Expansion of discussions on medium- to long-term plans(2)

Organizing the basic approach to deepening governance(3)

Enhancement of management support programs(4)

Enhancement of initiatives related to sustainability issues(5)

Improvement of dialogue with shareholders and investors25