(Stock Exchange Code 4095)
June 11, 2024
(Start date for electronic provision of documents: June 5, 2024)
To Shareholders with Voting Rights:
Kazuichi Satomi
Chairman and President
Nihon Parkerizing Co., Ltd.
15-1 Nihonbashi 1-Chome, Chuo-ku, Tokyo
103-0027

NOTICE OF CONVOCATION OF
THE 139th ANNUAL GENERAL MEETING OF SHAREHOLDERS
Dear Shareholders:
We would like to express our appreciation for your continued support and patronage.
We are pleased to notify you that we will convene the 139th Annual General Meeting of Shareholders of Nihon
Parkerizing Co., Ltd. (the "Company") for the purposes described below.
We have provided the convocation of this General Meeting of Shareholders in electronic forms and have posted
it on our website below as "Notice of Convocation of the 139th Annual General Meeting of Shareholders."
The Company's website: https://www.parker.co.jp/IR/meeting (available in Japanese only)
In addition to the above website, we have posted the same on the Tokyo Stock Exchange website.
Tokyo Stock Exchange website (TSE Listed Company Search):https://www2.jpx.co.jp/tseHpFront/JJK020010Action.do?Show=Show
Please access the website above (TSE Listed Company Search), enter and search for the Company name (NihonParkerizing) or Stock Exchange Code (4095), then select "Basic information" and "Documents for public
inspection/PR information" in order to view the information.
If you cannot attend the meeting, you may exercise your voting rights in writing by mailing the "Voting Rights
Exercise Form" or via the Internet. Please review the Reference Documents for the General Meeting ofShareholders described above and exercise your voting rights no later than 17:15 Japan time on June 26, 2024.
1 Date and Time:Thursday, June 27, 2024, at 10:00. Japan time (Reception opens at 9:00.)

2 Place:

The conference room on the 2nd floor of the Parker Building is located at
1-15-1 Nihonbashi, Chuo-ku, Tokyo, Japan

3 Agenda:
To be reported:

To be resolved:
Proposal No. 1:
Proposal No. 2:
Proposal No. 3:

1. The Business Report, Consolidated Financial Statements for the Company's
139th Fiscal Year (April 1, 2023 - March 31, 2024), and results of audits by
the Accounting Auditor and the Audit and Supervisory Committee of theConsolidated Financial Statements
2. Non-consolidated Financial Statements for the Company's 139th Fiscal Year(April 1, 2023 - March 31, 2024)

Distribution of Surplus
Election of 6 Directors (Excluding Directors Who Serve as Audit andSupervisory Committee Members)
Election of 2 Directors Who Serve as Audit and Supervisory CommitteeMembers-1-* Please submit the enclosed Voting Rights Exercise Form at the reception desk when attending the meeting.
* The documents sent to shareholders also serve as the documents containing the matters to be provided
electronically based on the request for delivery of documents. Moreover, in accordance with provisions oflaws and regulations as well as Article 16 of the Company's Articles of Incorporation, the following mattersare excluded. Accordingly, said documents are part of those audited by the Audit and Supervisory Committee
and the Accounting Auditor.
Notes to Consolidated Financial Statements and Notes to Non-consolidated Financial Statements* If there are any revisions in the provisions on the website, they will be posted on each website listed above.

-2-

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

Distribution of Surplus

The Company deems returning profits to shareholders as an essential management issue. It determines thedistribution of earnings by comprehensively considering performance trends, payout ratios, and the level ofinternal reserves necessary for future business development. In addition, as a member of society, the Company
will use retained earnings for future business investments based on sustainability-oriented management toincrease its corporate value.
Concerning dividends, we will strive to meet the expectations of our shareholders by continuing to pay stabledividends while considering future business development and profit levels, as well as the total payout ratio,with a target consolidated dividend payout ratio of 30%.
Since both investment funds for growth and the security of the financial base have been ensured to a certain
extent, the Company will pay dividends exceeding its dividend policy for the foreseeable future.
We propose to pay a year-end dividend for the fiscal year under review of 20 yen per share, as described below.
As a result, the annual dividend, including the interim dividend, will be 40 yen per share.
Items concerning year-end dividend(1) Type of dividend property
Cash(2) Items concerning the allocation of dividend property to shareholders and the total amount thereof
20 yen per share of common stock in the Company
Total amount: 2,368,585,140 yen(3) Effective date of appropriation of surplus
June 28, 2024

-3-

Proposal No. 2:

Election of 6 Directors (Excluding Directors Who Serve as Audit and Supervisory
Committee Members)

The terms of office of all 6 Directors (excluding Directors who serve as Audit and Supervisory CommitteeMembers) will expire at the conclusion of this year's Annual General Meeting of Shareholders. Accordingly,
we propose the election of 6 Directors (excluding Directors who serve as Audit and Supervisory CommitteeMembers).
The Board of Directors has proposed the candidates below after receiving deliberation by the voluntary
Nomination and Remuneration Committee.
The candidates for Directors (excluding Directors who serve as Audit and Supervisory Committee Members)
are as follows.

No.

Position in the Company andareas of responsibility

Name

Kazuichi Satomi

Attendance at
the Board ofDirectorsmeetings
100%(12/12)

1

Reappointment

2

New
appointment

Masayuki Aoyama

3

Reappointment

Hiroyasu Tamura

4

Reappointment

Yasumasa Fukuta

5

ReappointmentShimako Emori

OutsideIndependent

Outside Director(Independent officer)

100%(12/12)

6Reappointment

Tatsuya Mori

OutsideIndependent

Outside Director(Independent officer)

100%(12/12)

Chairman and President
Executive Officer andGeneral Manager of GroupManagement Div. andAdministration Div.
Representative Director andin charge of Administration
Div. and Group Management
Div.
Director and in charge ofChemicals Div. andCommercial Processing Div.

-100%(12/12)
100%(12/12)(Notes) 1. There are no particular conflicts of interest between the candidates and the Company.
2. Ms. Shimako Emori and Mr. Tatsuya Mori are candidates for Outside Directors. The Company has designated themas independent officers as stipulated under Tokyo Stock Exchange, Inc. regulations and registered them at theexchange. If their elections are approved, the Company intends to continue their designation as independent officers.
3. Ms. Shimako Emori and Mr. Tatsuya Mori currently serve as the Company's Outside Directors. They will have held
the position for five years after this year's Annual General Meeting of Shareholders.
4. According to Article 427, Paragraph 1 of the Companies Act and the provisions of the Articles of Incorporation of theCompany, the Company has entered into limited liability agreements with Ms. Shimako Emori and Mr. Tatsuya Mori
to limit their liability for damages prescribed under Article 423, Paragraph 1 of the Companies Act. If their election isapproved, the Company intends to continue the said agreements with them.
5. The Company has entered into a directors and officers liability insurance contract, as stipulated in Article 430-3,
Paragraph 1 of the Companies Act, with an insurance company to insure all Directors of the Company. The insurance
contract covers damages that the insured Directors may incur due to assuming liability for the execution of their duties
or receiving claims related to pursuing such liability. If each candidate is reappointed, they will be included as theinsured. In addition, the Company plans to renew the said insurance contract with the same contents at the time of thenext renewal.

-4-No.

1

2

34Name(Date of birth)Experience, position in the Company, areas of responsibility
and significant concurrent positions

Number ofshares of theCompany heldApril 1985
Joined the CompanyJuly 1987
Director of the Company
January 2000
Managing Director of the Company
Kazuichi SatomiJune 2003
Senior Managing Director of the Company
438,866(December 8, 1947)
Representative Director and Vice President of the Company
June 2005
ReappointmentApril 2011
Representative Director and President of the Company
June 2017
Representative Director and Chairman of the Company
June 2022
Chairman and President of the Company (to present)
Attendance at the Board of Directors meetings
100% (12/12)[Reason for nomination as candidate for Director]
Mr. Kazuichi Satomi has led the Company's overall management for many years since taking office as Director in 1987. We
have deemed that he is an appropriate person to continue supervising the execution of business and enhance the corporate
value of the Company based on these experiences and achievements. Therefore, we nominate him as a candidate forDirector.
April 1986
Joined the Company
April 2009Manager, Marketing Dept. of the Company
June 2011
General Manager, International Planning Dept., International
Div. of the Company
Masayuki Aoyama
April 2018
General Manager, International Management Dept., Corporate
9,600(August 6, 1963)
Planning Div. of the Company
New appointment
Executive Officer and General Manager of Group Management
June 2019
Div. of the Company
June 2022
Executive Officer and General Manager of Group Management
Div. and Administration Div. of the Company (to present)[Reason for nomination as candidate for Director]
Mr. Masayuki Aoyama has extensive specialized knowledge and deep insight about international and global matters and isleading the Group Management Division and Administration Division. We have deemed that he is an appropriate person totake control of the Company's management based on these experiences and achievements. Therefore, we nominate him as acandidate for Director.
Joined the Company
April 1983
General Manager of Accounting Dept. of the Company
December 2009
Director and General Manager of Administration Div. of theJune2015
Hiroyasu TamuraCompany(June 5, 1960)
21,900
Director and in charge of Administration Div. and Group
June 2022
Reappointment
Management Div. of the Company
Representative Director and in charge of Administration Div.
June 2023
and Group Management Div. of the Company (to present)
Attendance at the Board of Directors meetings
100% (12/12)[Reason for nomination as candidate for Director]
Mr. Hiroyasu Tamura has a wealth of business experience in finance and accounting and is in charge of the Administration
Division and Group Management Division. We have deemed that he is an appropriate person to continue taking control ofthe Company's management based on these experiences and achievements. Therefore, we nominate him as a candidate forDirector.
Joined the Company
April 1989
General Manager of Marketing Div. of the Company
July 2016
Yasumasa Fukuta
General Manager of Chemicals Div. of the Company
April2019(September 20,3,700
Executive Officer and General Manager of Chemicals Div. ofJune2019
1965)
the Company
Reappointment
Director and in charge of Chemicals Div. and Commercial
June 2022
Processing Div. of the Company (to present)
Attendance at the Board of Directors meetings
100% (12/12)[Reason for nomination as candidate for Director]
Based on his experience in the sales and marketing of chemicals, Mr. Yasumasa Fukuta has a wealth of knowledge andadvanced insight into sales and marketing, and he is in charge of the Chemicals Division and Commercial Processing
Division. We have deemed that he is an appropriate person to continue taking control of the Company's management basedon these experiences and achievements. Therefore, we nominate him as a candidate for Director.

-5-No.

56Name(Date of birth)Experience, position in the Company, areas of responsibility
and significant concurrent positions

Number ofshares of theCompany heldOctober 2002
Registered as Attorney-at-law
September 2004
Registered as Patent Attorney
March 2009
Established Ocean Law Offices (to present)
0April 2009
Associate Professor of Komazawa University Law SchoolApril 2017
Professor of Komazawa University Law School
June 2019
Outside Director of the Company (to present)
Attendance at the Board of Directors meetings
100% (12/12)[Reason for nomination as candidate for Outside Director and a summary of expected roles]
Ms. Shimako Emori has expertise and a wealth of experience as an attorney-at-law. We expect her to continue to provide
appropriate advice for strengthening the supervisory functions of the Board of Directors and compliance structure.
Therefore, we nominate her as a candidate for Outside Director.
December 2002
Joined Aozora Bank, Ltd.
Tatsuya Mori
(March 25, 1968)
July 2006
Joined Japan Asia Investment Company, Limited
Reappointment
May 2010
Joined New Horizon Capital Co., Ltd.
0Outside
November 2012
Established Office-Prifiss
June 2019
Outside Director of the Company (to present)
Independent
Shimako Emori(October 28, 1965)
Reappointment
OutsideIndependent

Attendance at the Board of Directors meetings
100% (12/12)[Reason for nomination as candidate for Outside Director and a summary of expected roles]
Mr. Tatsuya Mori has a wealth of experience and extensive knowledge in corporate management gained through hisinvolvement in managing several business corporations as a management consultant. We expect him to continue to provide
appropriate advice for strengthening the supervisory functions of the Board of Directors and corporate governance structure.
Therefore, we nominate him as a candidate for Outside Director.

-6-Proposal No. 3:

Election of 2 Directors Who Serve as Audit and Supervisory Committee Members

The terms of office of Mr. Hayato Hosogane and Mr. Shigetaka Hazeyama, Directors who serve as Audit andSupervisory Committee Members, will expire at the conclusion of this year's Annual General Meeting ofShareholders. Accordingly, the election of 2 Directors who serve as Audit and Supervisory Committee
Members is required.
The Board of Directors has proposed the candidates after receiving deliberation by the voluntary Nomination
and Remuneration Committee.
The Audit and Supervisory Committee has approved this proposal.
The candidates for Directors who serve as Audit and Supervisory Committee Members are as follows.
No.

Name(Date of birth)Experience, position, areas of responsibility
and significant concurrent positions
April 1983November 2012

Hayato Hosogane(March 23, 1960)
Reappointment

June 2015
April 2019
June 2020

Joined the Company
Department Manager of Chukyo Dept., Chemicals Div. of theCompany
Director of the Company and President of Thai Parkerizing Co.,Ltd.
Director and General Manager of Corporate Planning Div. ofthe Company
Director (Audit and Supervisory Committee Member) of theCompany (to present)

Number ofshares of theCompany held

22,80012

Attendance at the Board of Directors meetings
100% (12/12)
Attendance at the Audit and Supervisory Committee meetings
100% (24/24)[Reason for nomination as candidate for Director who serves as Audit and Supervisory Committee Member and a summaryof expected roles]
Mr. Hayato Hosogane has a wealth of experience as the President of our overseas group company and General Manager ofCorporate Planning Division of the Company and has been appropriately executing his duty as an Audit and Supervisory
Committee Member. We have deemed that he is able to continue to appropriately execute his duty as an Audit andSupervisory Committee Member, based on these experiences and achievements. Therefore, we nominate him as a candidatefor Director who serves as Audit and Supervisory Committee Member.
October 1997
Joined Chuo Audit Corporation
April 2001
Registered as Certified Public Accountant
Shigetaka Hazeyama
Joined Starbucks Coffee Japan Ltd.
(February 4, 1974) February 2002
January2007
Established Hazeyama Certified Public Accountant Office (toReappointment0present)
OutsideAugust 2017
Registered as Certified Tax Accountant
Independent
June 2022
Outside Director (Audit and Supervisory Committee Member)of the Company (to present)
Attendance at the Board of Directors meetings
100% (12/12)
Attendance at the Audit and Supervisory Committee meetings
100% (24/24)[Reason for nomination as candidate for Outside Director who serves as Audit and Supervisory Committee Member and asummary of expected roles]
Mr. Shigetaka Hazeyama has extensive expertise and experience in finance and accounting as a certified public accountant,
and we expect him to continue to appropriately execute his duty as an Audit and Supervisory Committee Member from an
independent standpoint. Therefore, we nominate him as a candidate for Outside Director who serves as Audit andSupervisory Committee Member.
(Notes) 1. There are no particular conflicts of interest between the candidates and the Company.
2. Mr. Shigetaka Hazeyama is a candidate for Outside Director who serves as Audit and Supervisory Committee
Member. The Company has designated him as an independent officer as stipulated under Tokyo Stock Exchange,
Inc. regulations and registered them at the exchange. If his election is approved, the Company intends to continue
his designation as an independent officer.
3. Mr. Shigetaka Hazeyama serves as an Outside Director who serves as an Audit and Supervisory Committee Memberof the Company. He will have held the position for two years after this year's Annual General Meeting of Shareholders.
4. According to Article 427, Paragraph 1 of the Companies Act and the provisions of the Articles of Incorporation of theCompany, the Company has entered into a limited liability agreement with Mr. Shigetaka Hazeyama to limit his-7-

liability for damages prescribed under Article 423, Paragraph 1 of the Companies Act. If his election is approved, theCompany intends to continue the said agreements with him.
5. The Company has entered into a directors and officers liability insurance contract, as stipulated in Article 430-3,
Paragraph 1 of the Companies Act, with an insurance company to insure all Directors of the Company. The insurance
contract covers damages that the insured Directors may incur due to assuming liability for the execution of their duties
or receiving claims related to pursuing such liability. If each candidate is reappointed, they will be included as theinsured. In addition, the Company plans to renew the said insurance contract with the same contents at the time of thenext renewal.

-8-

<Reference>

Configuration of the Board of Directors and Skills Matrix after this year's Annual
General Meeting of Shareholders

If Proposals No. 2 and No. 3 are approved as initially proposed, the configuration of the Board of Directors
and the expertise and experience of each person will be as follows.
NameKazuichi Satomi
Masayuki Aoyama
Hiroyasu Tamura
Yasumasa Fukuta
Shimako EmoriTatsuya Mori
Masaharu Kubota
Hayato Hosogane
Koji Chika
Shigetaka Hazeyama

Corporate

Sales /Development /International /Finance /Legal Affairs /ManagementMarketingTechnology

Global

Accounting

Compliance

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