(Stock Exchange Code 4095)
June 13, 2023
(Start date for electronic provision of documents: June 7, 2023)
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 138th 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 138th 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 138th 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 28, 2023.
1 Date and Time:Thursday, June 29, 2023, 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
138th Fiscal Year (April 1, 2022 - March 31, 2023), 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 138th Fiscal Year(April 1, 2022 - March 31, 2023)

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: 2,364,996,660 yen(3) Effective date of appropriation of surplus
June 30, 2023

-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

1

Reappointment

Kazuichi Satomi

2

Reappointment

Hiroyasu Tamura

3

Reappointment

Masayuki Yoshida

4

Reappointment

Yasumasa Fukuta

5

Reappointment

Shimako Emori

6

Reappointment

Tatsuya Mori

Chairman and PresidentAttendance atthe Board ofDirectors
meetings
100%(12/12)

Director and in charge of
Administration Div. andGroup Management Div.
Director and in charge ofTechnical Div. and Corporate
Planning Div.
Director and in charge ofChemicals Div. andCommercial Processing Div.

100%(12/12)

OutsideIndependent

Outside Director(Independent officer)

100%(12/12)

OutsideIndependent

Outside Director(Independent officer)

100%(12/12)

100%(12/12)
100%(10/10)(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 its 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 four 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.

12

3

4Name
(Date of birth)Experience, position in the Company, areas of responsibility
and significant concurrent positions

Number ofshares of theCompany held

April 1985
Joined the Company
July 1987
Director of the Company
January 2000
Managing Director of the Company
Kazuichi Satomi
June 2003
Senior Managing Director of the Company
438,866(December 8, 1947)
Vice President of the Company
June 2005
Reappointment
April 2011
President of the Company
June 2017
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.
Joined the Company
April 1983
General Manager of Accounting Dept. of the CompanyDecember
2009
Hiroyasu Tamura
Director and General Manager of Administration Div. of theJune2015(June 5, 1960)
17,900Company
Reappointment
Director and in charge of Administration Div. and Group
June 2022
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 of
the Company's management based on these experiences and achievements. Therefore, we nominate him as a candidate forDirector.
Joined the CompanyApril 1987
General Manager of First Research Center, Central Research
April 2012
Laboratories of the Company
President of PARKER SURFACE TECHNOLOGIES
June 2013
Masayuki Yoshida(SHANGHAI) CO., LTD.
3,766
(August 9, 1962) June 2017
Director and General Manager of Central Research Laboratoriesof the Company
Reappointment
Director and General Manager of Technical Div./CentralApril 2018
Research Laboratories of the Company
Director and in charge of Technical Div. and Corporate
June 2022
Planning Div. of the Company (to present)
Attendance at the Board of Directors meetings
100% (12/12)[Reason for nomination as candidate for Director]
Mr. Masayuki Yoshida has extensive expertise and advanced insight into technological development in the chemicals
business and is in charge of the Technical Division and Corporate Planning Division. We have deemed that he is anappropriate person to continue taking control of the Company's management based on these experiences and achievements.
Therefore, we nominate him as a candidate for Director.
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% (10/10)[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 held

October 2002
Registered as Attorney-at-law
September 2004
Registered as Patent AttorneyMarch 2009
Established Ocean Law Offices (to present)
0April 2009
Associate Professor of Komazawa University Law School
April 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 against 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. Masaharu Kubota and Mr. Koji Chika, Directors who serve as Audit and Supervisory
Committee Members, will expire at the conclusion of this year's Annual General Meeting of Shareholders.
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)
Masaharu Kubota(May 20, 1958)
Reappointment
OutsideIndependent1

2Experience, position, areas of responsibility
and significant concurrent positions
April 1989
April 1990
June 2019

Registered as Attorney-at-law
Joined Daini Tokyo Bar Association
Chief of Jingumae Law Office (to present)
Outside Director (Audit and Supervisory Committee Member)of the Company (to present)

Number ofshares of theCompany held0Attendance at the Board of Directors meetings
100% (12/12)
Attendance at the Audit and Supervisory Committee meetings
100% (23/23)[Reason for nomination as candidate for Outside Director who serves as Audit and Supervisory Committee Member and asummary of expected roles]
Mr. Masaharu Kubota has expertise and a wealth of experience as an attorney-at-law. We expect him to continue
appropriately executing his duty as an Audit and Supervisory Committee Member from an independent standpoint.
Although he has never been directly involved in corporate management, we nominate him as a candidate for Outside
Director who serves as Audit and Supervisory Committee Member, based on the abovementioned reasons.
March 2013
Executive Officer and General Manager of Marketing Planning
Dept. of Nippon Life Insurance Company
March 2015
Executive Officer and Deputy General Manager of Customer
Service Headquarters of Nippon Life Insurance Company
Koji Chika
Managing Executive Officer and General Manager of HeadMarch 2017
(June 16, 1962)
Office Osaka Corporate Marketing Dept. of Nippon Life
Reappointment
Insurance Company0April 2019
Representative Director and Vice President of SEIWA
OutsideBUSINESS LINK CO. LTD
Independent
June 2019
Outside Director (Audit and Supervisory Committee Member)of the Company (to present)
April 2020
Representative Director and President of SEIWA BUSINESSLINK CO. LTD (to present)
Attendance at the Board of Directors meetings
92% (11/12)
Attendance at the Audit and Supervisory Committee meetings
96% (22/23)[Reason for nomination as candidate for Outside Director who serves as Audit and Supervisory Committee Member and asummary of expected roles]
Mr. Koji Chika has a wealth of experience and extensive knowledge in corporate management. We expect him to continue
appropriately executing 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 and Supervisory Committee Member.
(Notes) 1. There are no particular conflicts of interest between the candidates and the Company.
2. Mr. Masaharu Kubota and Mr. Koji Chika 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 its designation as independent officers.
3. Mr. Masaharu Kubota and Mr. Koji Chika serve as Outside Directors who serve as Audit and Supervisory Committee
Members of the Company. They will have held the position for four years after this year's Annual General Meeting ofShareholders.
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 Mr. Masaharu Kubota and Mr. Koji Chika
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.

-7-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 both Mr. Masaharu Kubota and Mr. Koji Chika are reappointed,
they will be included as the insured. In addition, the Company plans to renew the said insurance contract with thesame contents at the time of the next 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
Hiroyasu Tamura
Masayuki Yoshida
Yasumasa Fukuta
Shimako Emori
Tatsuya Mori
Masaharu Kubota
Hayato Hosogane
Koji Chika
Shigetaka Hazeyama

Corporate

Sales /Development /International /Finance /Legal Affairs /Management

MarketingTechnology

Global

Accounting

Compliance

○

○

○

○

○
○
○
○
○
○

○
○
○
○
○

○
○

○
○

○
○-9-○