Note: This document has been translated from a part of the Japanese original for reference purposes only.
In the event of any discrepancy between this translated document and the Japanese original, the original
shall prevail. The Company assumes no responsibility for this translation or for direct, indirect or any otherforms of damages arising from the translation.
(Stock Exchange Code 4095)
June 11, 2021
To Shareholders with Voting Rights:
Kazuichi Satomi
ChairmanNihon Parkerizing Co., Ltd.
1-15-1 Nihonbashi, Chuo-ku, TokyoNOTICE OF CONVOCATION OF
THE 136th 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 the 136th Annual General Meeting of Shareholders of Nihon Parkerizing
Co., Ltd. (the “Company”) will be held for the purposes described below.
You may exercise your voting rights in writing by mailing the Voting Rights Exercise Form, or via the Internet,etc. Please review the attached Reference Documents for the General Meeting of Shareholders, and exercise
your voting rights, no later than 5:15 p.m. Japan time on June 28, 2021.
1. Date and Time:

Tuesday, June 29, 2021 at 10:00 a.m. Japan time (Reception opens at 9:00 a.m.)

2. Place:

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

3. Agenda:
Matters to be reported: 1. The Business Report, Consolidated Financial Statements for the Company’s
136th Fiscal Year (April 1, 2020 - March 31, 2021) 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 136th Fiscal Year(April 1, 2020 - March 31, 2021)
Proposals to be resolved:
Appropriation of Surplus
Proposal No. 1:
Election of 6 Directors (Excluding Directors Who Serve as Audit andProposal No. 2:
Supervisory Committee Members)
Election of 2 Directors Who Serve as Audit and Supervisory Committee
Proposal No. 3:
Members
Election of 1 Substitute Director Who Serves as Audit and Supervisory
Proposal No. 4:
Committee Member-1-* When attending the meeting, please submit the enclosed Voting Rights Exercise Form at the reception desk.
* Of the documents to be provided along with this Notice of the General Meeting of Shareholders, Notes toConsolidated Financial Statements and Notes to Non-consolidated Financial Statements are posted on theCompany’s website (https://www.parker.co.jp/) on the Internet, in accordance with provisions of laws andregulations as well as Article 16 of the Company’s Articles of Incorporation and therefore are not includedin the attachments to this Notice.
The attachments to this Notice of the General Meeting of Shareholders and the documents posted on theabove website are the documents audited by the Audit and Supervisory Committee and the Accounting
Auditor when preparing the Audit Report and Independent Auditor’s Report, respectively.
* Any revisions to the Reference Documents for the General Meeting of Shareholders or their attachments
will be posted on the Company’s website (https://www.parker.co.jp/) on the Internet.

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

Appropriation of Surplus

The Company deems returning profits to shareholders as one of its important management issues, and it
determines the distribution of profits by comprehensively considering performance trends, payout ratio, andthe level of internal reserves necessary for future business development.
We will strive to meet our shareholders’ expectations by continuing to pay stable dividends withconsideration for future business development and revenue levels, aiming for a consolidated dividend payout
ratio of around 25%.
Based on the dividend policy described above, we plan to appropriate surplus in the fiscal year under review
as follows.
To further enhance the return of profits to shareholders, we propose to pay a year-end dividend for the fiscal
year under review of 14 yen per share described below. As a result, the annual dividend including the interim
dividend will be 26 yen per share, a 2-yen increase from the previous fiscal year.
1. Items concerning year-end dividend(1) Type of dividend property
Cash(2) Items concerning allocation of dividend property to shareholders and the total amount thereof
14 yen per share of common stock in the Company
Total amount: 1,683,505,670 yen(3) Effective date of appropriation of surplus
June 30, 2021
2. Matters concerning appropriation of surplus(1) Items of surplus to be increased and the amount thereof
General reserve: 5,100,000,000 yen(2) Items of surplus to be decreased and the amount thereof
Retained earnings brought forward: 5,100,000,000 yen-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,
the election of 6 Directors (excluding Directors who serve as Audit and Supervisory Committee Members) isproposed.
The candidates for Directors (excluding Directors who serve as Audit and Supervisory CommitteeMembers) are as follows.

No.

Position in the Company andareas of responsibility

Name

Attendance atthe Board ofDirectorsmeetings

1

Reappointment

Kazuichi Satomi

Chairman100%(12/12)

2

Reappointment

Mitsuru Matsumoto

President

100%(12/12)

3

Reappointment

Hiroyasu Tamura

4

Reappointment

Masayuki Yoshida

5

Reappointment

Shimako Emori

6

Reappointment

Tatsuya Mori

Director and General
Manager of Administration
Div.
Director and General
Manager of TechnicalDiv./Central ResearchLaboratories

100%(12/12)

OutsideIndependent

Outside Director(Independent officer)

100%(12/12)

OutsideIndependent

Outside Director(Independent officer)

100%(12/12)

100%(12/12)(Notes) 1. There are no special 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 the regulations of Tokyo Stock Exchange, Inc., and registered them as suchat the exchange. If their elections are approved, the Company intends to continue their designation as independentofficers.
3. Ms. Shimako Emori and Mr. Tatsuya Mori are currently serving as Outside Directors of the Company. They will haveheld the position thereof for two years at the conclusion of this year’s Annual General Meeting of Shareholders.
4. Pursuant 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 may be incurred by the insured Directors as a result of assuming liability for theexecution of their duties or receiving claims related to the pursuit of such liability. If each candidate is reappointed,
he or she will be included as the insured. In addition, the Company plans to renew the said insurance contract withthe same contents at the time of the next renewal.

-4-No.

123Name(Date of birth)

Past 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
Kazuichi Satomi
January 2000
Managing Director of the Company(December 8, 1947) June 2003
438,866
Senior Managing Director of the Company
Vice President of the Company
Reappointment
June 2005
April 2011
President of the Company
June 2017
Chairman 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 overall management of the Company 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 thecorporate value of the Company, based on these experiences and achievements. Therefore, we nominate him as a candidatefor Director.
April 1974
Joined NIPPON STEEL CORPORATION (currently NIPPONSTEEL CORPORATION)
September 1997 Joined Nippon Steel Information and Communication Systems
Inc. (currently NS Solutions Corporation)
Mitsuru Matsumoto March 2004
Joined Nittetsu Hitachi Systems Engineering, Inc.
(July 9, 1947)
April 2005
Deputy General Manager of Sales Administration Div. of4,000
Nittetsu Hitachi Systems Engineering, Inc.
Reappointment
May 2013
Retired from Nittetsu Hitachi Systems Engineering, Inc.
June 2017
Outside Director (Audit and Supervisory Committee Member) ofthe Company
June 2020
President of the Company (to present)
Attendance at the Board of Directors meetings
100% (12/12)[Reason for nomination as candidate for Director]
Mr. Mitsuru Matsumoto has made efforts to improve the corporate governance and compliance structure as an Audit andSupervisory Committee Member of the Company. Since assuming office as President in June 2020, he has led overallmanagement. We have deemed that he is an appropriate person to continue supervising the execution of business andenhance the corporate value of the Company, based on these experiences and achievements. Therefore, we nominate him asa candidate for Director.
Joined the CompanyApril 1983
Hiroyasu Tamura
December 2009 General Manager of Accounting Dept. of the Company(June 5, 1960)
17,900
Director and General Manager of Administration Div. of theJune 2015
Reappointment
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 the finance and accounting fields, and oversees theAdministration Division. We have deemed that he is an appropriate person to continue to take charge of management of theCompany, based on these experiences and achievements. Therefore, we nominate him as a candidate for Director.

-5-No.

Name(Date of birth)

Past experience, position in the Company, areas of responsibilityand significant concurrent positions
April 1987
April 2012Masayuki Yoshida(August 9, 1962)
Reappointment
4

June 2013
June 2017
April 2018

Joined the Company
General Manager of First Research Center, Central ResearchLaboratories of the Company
President of PARKER SURFACE TECHNOLOGIES(SHANGHAI) CO., LTD.
Director and General Manager of Central Research Laboratoriesof the Company
Director and General Manager of Technical Div./Central
Research Laboratories of the Company (to present)

Attendance at the Board of Directors meetings

56

Number ofshares of theCompany held

3,766

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 overseeing the Technical Division. We have deemed that he is an appropriate person to continue to takecharge of management of the Company, based on these experiences and achievements. Therefore, we nominate him as a
candidate for Director.
October 2002
Registered as Attorney-at-law
Shimako Emori
September
2004
Registeredas Patent Attorney(October 28, 1965)
March2009
Established
Ocean Law Offices (to present)
Reappointment
0April 2009
Associate Professor of Komazawa University Law School
OutsideApril 2017
Professor of Komazawa University Law School
Independent
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, LimitedReappointment
May 2010
Joined New Horizon Capital Co., Ltd.
0
OutsideNovember 2012 Established Office-Prifiss (to present)
June 2019
Outside Director of the Company (to present)
Independent
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 his
involvement in the management of 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 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 proposed.
The approval of the Audit and Supervisory Committee has been obtained for this proposal.
The candidates for Directors who serve as Audit and Supervisory Committee Members are as follows.
No.

12Name(Date of birth)

Past experience, position, areas of responsibility
and significant concurrent positions

Number ofshares of theCompany held

April 1989
Registered as Attorney-at-law
Masaharu Kubota(May 20, 1958)
Joined Daini Tokyo Bar Association
Reappointment
April 1990
Chief of Jingumae Law Office (to present)
0June 2019
Outside Director (Audit and Supervisory Committee Member)
Outsideof the Company (to present)
Independent
Attendance at the Board of Directors meetings
100% (12/12)
Attendance at the Audit and Supervisory Committee meetings
100% (14/14)[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 toappropriately execute his duty as an Audit and Supervisory Committee Member from an independent standpoint. Although
he has never been involved in corporate management directly, we nominate him as a candidate for Outside Director whoserves as Audit and Supervisory Committee Member, based on the reasons stated above.
March 2013
Executive Officer and General Manager of Marketing Planning
Dept. of Nippon Life Insurance CompanyMarch 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 Company
0April 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
100% (12/12)
Attendance at the Audit and Supervisory Committee meetings
100% (14/14)[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
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 and Supervisory Committee Member.
(Notes) 1. There are no special 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 the regulations of Tokyo Stock Exchange, Inc., and registered them as suchat the exchange. If their election is approved, the Company intends to continue their designation as independentofficers.
3. Pursuant 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.
4. 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 may be incurred by the insured Directors as a result of assuming liability for theexecution of their duties or receiving claims related to the pursuit of such liability. If both Mr. Masaharu Kubota andMr. Koji Chika are reappointed, they will be included as the insured. In addition, the Company plans to renew the said
insurance contract with the same contents at the time of the next renewal.

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Proposal No. 4:

Election of 1 Substitute Director Who Serves as Audit and Supervisory Committee
MemberIn order to prepare for a contingency in which the number of Directors who serve as Audit and Supervisory
Committee Members falls short of the requisite number stipulated by laws and regulations, the election of 1
substitute Director who serves as Audit and Supervisory Committee Member is proposed.
The approval of the Audit and Supervisory Committee has been obtained for this proposal.
The candidate for substitute Director who serves as Audit and Supervisory Committee Member is asfollows.
Name(Date of birth)

Past experience, position, areas of responsibility
and significant concurrent positions

Number ofshares of theCompany held

Shigetaka Hazeyama October 1997
Joined Chuo Audit Corporation
Registered as Certified public accountant(February 4, 1974) April 2001
0January 2007
Established Hazeyama Certified Public Accountant Office (toOutsidepresent)
Independent[Reason for nomination as candidate for substitute Outside Director who serves as Audit and Supervisory Committee
Member and a summary 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 appropriately execute his duty as an Audit and Supervisory Committee Member. Although he has
never been involved in corporate management directly, we nominate him as a candidate for substitute Outside Director whoserves as Audit and Supervisory Committee Member, based on the reasons stated above.
(Notes) 1. There are no special conflicts of interest between the candidate and the Company.
2. Mr. Shigetaka Hazeyama is a candidate for substitute Outside Director who serves as Audit and Supervisory Committee
Member.
3. If Mr. Shigetaka Hazeyama assumes office as Director who serves as Audit and Supervisory Committee Member, theCompany intends to register him as an independent officer with Tokyo Stock Exchange, Inc.
4. If Mr. Shigetaka Hazeyama assumes office as Director who serves as Audit and Supervisory Committee Member,pursuant to Article 427, Paragraph 1 of the Companies Act and the provisions of the Articles of Incorporation of theCompany, the Company intends to enter into a limited liability agreement with him to limit his liability for damagesprescribed under Article 423, Paragraph 1 of the Companies Act.
5. The Company has entered into a directors and officers liability insurance contract 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 may be incurred by the insured Directors as a result of assuming liability for the execution of theirduties or receiving claims related to the pursuit of such liability. If Mr. Shigetaka Hazeyama assumes office as Director
who serves as Audit and Supervisory Committee Member, he will be included as the insured. In addition, the Company
plans to renew the said insurance contract with the same contents at the time of the next renewal.

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