Securities Code: 5018
May 8, 2024
(Start of electronic provision: May 7, 2024)

To All Shareholders:

5-5-3 Minatojima Minamimachi, Chuo-ku, Kobe, Hyogo

MORESCO Corporation
Motohisa Morozumi
President and Representative Director

Notice of the 66th Ordinary General Meeting of Shareholders
On behalf of the Board, I would like to thank you, our valued shareholders, for your continued
support.
MORESCO Corporation (hereinafter, the “Company” or “MORESCO”) is pleased toannounce that the 66th Ordinary General Meeting of Shareholders will be held on the date andat the venue specified below.
In convening this general meeting, the Company electronically provides information contained in the
Reference Materials for the General Meeting of Shareholders, etc. (hereinafter, “Electronic Provision
Matters”) by posting it on its corporate website as “Notice of the 66th Ordinary General Meeting of
Shareholders” and “Other Electronic Provision Matters for the 66th Ordinary General Meeting of
Shareholders (matters omitted in the document for delivery).”[MORESCO corporate website]
https://www.moresco.co.jp/en/ir/shareholders_info.php
Besides the above, the same information is also posted on the website of Tokyo Stock Exchange.
[Tokyo Stock Exchange website (TSE Listed Company Search service)]https://www2.jpx.co.jp/tseHpFront/JJK010010Action.do?Show=Show
Enter “MORESCO” for the Issue name (company name) or the Company’s securities code “5018” forthe Code, and check “Notice of General Shareholders Meeting/Informational Materials for a General
Shareholders Meeting” under “Basic information” and “Documents for public inspection/PR information.”
If you exercise your voting rights by filling in a voting form or via the Internet, please refer to theReference Materials for the General Meeting of Shareholders contained in the Electronic Provision Mattersand exercise your voting rights in accordance with the methods described on pages 4 and 5 by 5:35 p.m. on
Wednesday, May 29, 2024.

―1―

1.

Date and Time:

2.

Venue:

10:00 a.m., Thursday, May 30, 2024
(Reception will open at 9:00 a.m.)
6-10-1 Minatojima Nakamachi, Chuo-ku, Kobe
Kairaku Hall (B1F, Main Building), Kobe Portopia Hotel(Please see the attached venue map.)

3.

Agenda:Matters to Be Reported

1.

2.

Business Report on the 66th fiscal year from March 1, 2023 to February
29, 2024, the Consolidated Financial Statements, and results of the audit
by the Accounting Auditor and the Audit and Supervisory Committee of
the Consolidated Financial Statements
Non-consolidated Financial Statements for the 66th fiscal year fromMarch 1, 2023 to February 29, 2024

Matters to Be Resolved
Agendum 1

Disposal of Retained Earnings

Agendum 2

Partial Amendment of the Articles of Incorporation

Agendum 3

Election of Six Directors (except Directors who are Audit and Supervisory
Committee Members)
Election of Four Directors Who Are Audit and Supervisory Committee
Members
Revision of the Amount of Remuneration for Directors (except Directors who
are Audit and Supervisory Committee Members)
Revision of the Amount of Remuneration for Directors Who Are Audit andSupervisory Committee Members

Agendum 4
Agendum 5
Agendum 6[Matters decided upon convening the Meeting]If you exercise your voting rights both in writing (by mail) and via the Internet, the vote via the Internet shall be treated as
effective.
If you exercise your voting rights multiple times via the Internet, only the last vote shall be treated as effective.
If you exercise your voting rights in writing (by mail) but do not indicate your approval or disapproval of each agendum
in the voting form, your vote shall be treated as approval.
------------------------------------------------------------------------------------------------------------------------------------------------------* Of the Electronic Provision Matters, the matters below are not included in this Notice of the Ordinary General Meeting of
Shareholders pursuant to laws and regulations as well as the provision of Paragraph 2, Article 12 of MORESCO’s Articles
of Incorporation.
• “Notes to Consolidated Financial Statements” of the Consolidated Financial Statements and “Notes to Non-consolidated
Statements” of the Non-consolidated Financial Statements
These items are a part of the Consolidated Financial Statements and Non-consolidated Financial Statements that had been
audited by the Audit and Supervisory Committee and the Accounting Auditors in order to prepare the Audit Report and the
Accounting Audit Report, respectively.
* Please be aware that if it becomes necessary to revise any of the Electronic Provision Matters, the revised information will
be posted on the relevant website.

―2―

<Notes>• Small gifts will no longer be presented to attendees of the General Meeting of Shareholders. We havealso cancelled the get-together party between our Directors and shareholders since last year, considering
the difficulty in ensuring fairness between shareholders who are able to attend the General Meeting andshareholders who are unable to do so. We appreciate your understanding.
• When attending the meeting, please submit the enclosed Voting Rights Exercise Form to the reception at
the meeting venue. Please also bring this notice of convocation with you for the sake of saving resources.
• If a proxy attends the General Meeting of Shareholders, the proxy shall be a MORESCO shareholder
who has a voting right pursuant to the provisions of Article 16 of MORESCO’s Articles ofIncorporation. In such a case, a document legitimizing the proxy must be submitted to MORESCO.
Please note that persons other than shareholders who are entitled to exercise their voting rights will not
be admitted to the meeting (however, persons accompanying shareholders with disabilities, guide dogs,
hearing dogs, and service dogs, etc. will be permitted to enter the venue).
• The venue staff will guide shareholders in wheelchairs, etc. to their seats.
• Notification of resolutions will be posted on our corporate website (https://www.moresco.co.jp/) in placeof the written notification, from the viewpoint of saving resources to help protect the global environment.
We appreciate your understanding.
<On-demand distribution of the video of the General Meeting of Shareholders>• A video of a part of the proceedings of the General Meeting of Shareholders will be available for ondemand viewing from a later date (scheduled to be in early June 2024) on our website(https://www.moresco.co.jp/ir/shareholders_info.php). ※Japanese only. Please access the website if you
are interested.
• Cameras will be placed at the venue on the day of the General Meeting of Shareholders for the above
video recording. In consideration of the privacy of the shareholders attending, attention will be paid sothat only the screen images and the area around the seats of our directors will be video recorded.
However, some of the shareholders present may be inevitably included in the video. We would
appreciate your understanding.

―3―

Reference Materials for the General Meeting of Shareholders
Agendum 1. Disposal of Retained Earnings
The Company positions shareholder returns as its key management issue. It is therefore the Company’s
basic policy to return profits to its shareholders in light of business performance, etc. while securing theinternal reserves required for future business expansion and the enhancement of the management structure.
Based on this policy, the Company plans to pay out a year-end dividend for the current fiscal year
under review as described below.
(1) Type of dividend property
Cash(2) Matters concerning appropriation of dividend property and total amount thereof
25 yen per share of the Company’s common stock (20 yen as ordinary dividend and 5
yen as the 65th anniversary commemorative dividend)
Total amount of dividends: 230,819,500 yen
The Company celebrated its 65th anniversary on October 27, 2023. In order to respond to the
support of our shareholders, we would like to pay a year-end dividend of 25 yen per share for the
fiscal year under review by adding a commemorative dividend of 5 yen to the ordinary dividend of
20 yen.
Since 20 yen per share of the Company’s common stock was paid as an interim dividend in
November 2023, the annual dividend will be 45 yen per share.
(3) Date on which distribution of retained earnings takes effectMay 31, 2024

―4―

Agendum 2. Partial Amendment of the Articles of Incorporation
1. Reason for proposal
To add a purpose item to Article 2 (Purpose) of the current Articles of Incorporation in order to beprepared for the expansion of the Company’s business lines and future business development2.

Details of amendment(The underlined parts indicate proposed changes.)
Current Articles of Incorporation(Purpose)
Article 2
1. through 3．

Amendment draft(Purpose)(Text omitted)

Article 2(Text omitted)

1. through 3．

(Same as the current provisions)(Same as the current provisions)

4. Manufacture and sale of pharmaceuticals

4. Manufacture and sale of pharmaceuticals, quasidrugs, and cosmetics

5. through 16．

5. through 16．

(Text omitted)―5―(Same as the current provisions)

Agendum 3.

Election of Six Directors (except Directors who are Audit and Supervisory Committee
Members)
The term of office of all Directors (five) of the Company (except Directors who are the Audit andSupervisory Committee Members; the same shall apply hereinafter in this agendum) will expire at theconclusion of this General Meeting of Shareholders. In order to strengthen the management structure, we
propose to increase the number of Directors by one and request the election of six Directors in total.
Regarding this agendum, the Audit and Supervisory Committee of the Company has commented thatthe candidates and their selection processes are reasonable.
The candidates for Directors are as described below.
No.

Name
(Date of birth)

Personal history, position and duty at the Company, andsignificant concurrent positions outside the Company
April 1987

Number of theCompany’s shares held

Joined HBF Japan (currently, Sekisui Fuller Company, Ltd.)March 1999

Motohisa Morozumi(April 23, 1962)

1

Joined MORESCO Corporation. Section Manager of Tokyo Sales,
Sales Department III, MORESCO Corporation
March 2007 General Manager, Sales Department, Hot Melt Adhesive,
MORESCO Corporation
May 2008
Executive Officer General Manager, Sales Department, Hot Melt
Adhesive, MORESCO Corporation
March 2011 Executive Officer Division Manager, Hot Melt Adhesive andGeneral Manager, Sales Department, Hot Melt Adhesive,
MORESCO Corporation
May 2011
Director and Executive Officer Division Manager, Hot Melt
Adhesive and General Manager, Sales Department, Hot Melt
Adhesive, MORESCO Corporation
January 2012 President and Representative Director of PT. MORESCO
MACRO ADHESIVEMay 2014
Director and Managing Executive Officer Division Manager, Hot
Melt Adhesive and General Manager, Sales Department, Hot Melt
Adhesive, MORESCO Corporation
March 2015 Director and Managing Executive Officer Division Manager, Hot
Melt Adhesive, MORESCO Corporation
May 2017
Director and Senior Managing Executive Officer Division
Manager, Hot Melt Adhesive and Division Manager, Metal
Working Fluids, MORESCO Corporation
May 2018
President and Representative Director, COO, MORESCO
Corporation
May 2021
President and Representative Director, CEO, MORESCO
Corporation (current position)

34,488[Reasons for nomination as Director]
Since he was appointed CEO (Chief Executive Officer), President and Representative Director in May 2021, Motohisa Morozumi has been
steering the Company’s overall management in all aspects, including running the Company during the COVID-19 pandemic, responding to the
sharp rise in raw material prices, and demonstrating strong leadership in promoting sustainability management that aims to both “realize asustainable society” and “increase the corporate value in the medium- to long-term.” In FY2023, the Company formulated its 10th MediumTerm Management Plan. His experience and knowledge are essential to promote the Plan’s theme of achieving both “realization of asustainable society” and “increasing added value of business.” He has been nominated as a candidate for Director of MORESCO Corporation
as we conclude that he will be able to continue to contribute to sustainably increasing the corporate value of MORESCO Corporation and the
MORESCO Group as a Director.

―6―

No.

2

Personal history, position and duty at the Company,
Number of theand significant concurrent positions outside theCompany’s sharesCompany
held
April 1982
Joined MORESCO Corporation
March 2008
General Manager, Sales Department, Functional
Fluids, MORESCO Corporation
May 2010
Executive Officer General Manager, Sales
Department, Functional Fluids, MORESCO
Corporation
March 2015
President and Representative Director, MORESCO(Thailand) Co., Ltd.
May 2015
Executive Officer in charge of Southeast Asia,
MORESCO Corporation
May 2016
Senior Executive Officer in charge of Southeast
19,523
Nobuhiro Sewaki
Asia, MORESCO Corporation(March 23, 1964)
February 2017
President and Representative Director, MORESCO
HM&LUB INDIA PRIVATE LIMITEDMay 2017
Director, Senior Executive Officer in charge ofSoutheast Asia, MORESCO Corporation
May 2018
Director, Senior Executive Officer in charge of
Global Operations, MORESCO Corporation
November 2020 Chairman, Wuxi MoreTex Technology Co., Ltd.
May 2021
Director and Senior Managing Executive Officer,
COO, MORESCO Corporation (current position)[Reasons for nomination as Director]
Since he was appointed COO (Chief Operating Officer), Director and Senior Managing Executive Officer in May 2021,
Nobuhiro Sewaki has supervised all Divisions and subsidiaries both in Japan and overseas by leveraging his abundant
experience and knowledge of the operations of the Company and the Group. In FY2023, he promoted initiatives to strengthen
the overall business of the MORESCO Group, such as restructuring group companies in China and advancing corporate
acquisition in North America. To promote the five basic policies set forth in the 10th Medium-Term Management Plan, his
strong business execution capabilities, which he has cultivated through a wide range of negotiations with other companies andthrough promoting the business of the entire Group, are essential. He has been nominated as a candidate for Director of
MORESCO Corporation as we conclude that he will be able to continue to contribute to sustainably increasing the corporate
value of MORESCO Corporation and the MORESCO Group as a Director.
Name(Date of birth)

―7―

No.

3

Personal history, position and duty at the Company,
Number of theand significant concurrent positions outside theCompany’s sharesCompany
held
October 2003 Joined MORESCO Corporation. Special Manager, SSGroup, Corporate R&D Department, MORESCO
Corporation
March 2004 General Manager, Corporate R&D Department,
MORESCO Corporation
April 2006
Technical Director, Komag, Inc.
October 2007 Technologist, Western Digital Media Operations(currently Western Digital Corporation)
March 2016 Rejoined MORESCO Corporation. Executive Officer
Division Manager, Synthetic Lubricants, MORESCO
Corporation
March 2016 Executive Officer Division Manager, Synthetic
Lubricants and General Manager, R&D Department,
10,150Synthetic Lubricants, MORESCO Corporation
Yasuo Sakane
June 2016
Executive Officer Division Manager, Synthetic(June 7, 1958)
Lubricants, MORESCO Corporation
May 2018
Director and Senior Executive Officer, CTO Division
Manager, Synthetic Lubricants and General Manager,
Corporate R&D Department, MORESCO Corporation
March 2021 Director and Senior Executive Officer, CTO General
Manager, Life Science R&D Department, MORESCO
Corporation
May 2021
Director and Managing Executive Officer, CTO
General Manager, Life Science R&D Department,
MORESCO Corporation
March 2022 Director and Managing Executive Officer, CTO,
MORESCO Corporation (current position)[Reasons for nomination as Director]
Since he was appointed Director and CTO (Chief Technology Officer) of MORESCO Corporation in May 2018, Yasuo
Sakane has supervised the corporate R&D segment. He has also worked to advance research and development projects in thelife science area that will lead to new business fields. Starting from FY2022, he has been promoting the establishment of“Project MOLGADC,” a company-wide, cross-divisional R&D system that collaborates with industry, government, andacademia. To promote the enhancement of our product portfolio and the creation of next-generation business as declared in
the 10th Medium-Term Management Plan, his expertise in the field of research and development and strong businessexecution capabilities are essential. He has been nominated as a candidate for Director of MORESCO Corporation as weconclude that he will be able to continue to contribute to sustainably increasing the corporate value of MORESCO
Corporation and the MORESCO Group as a Director.
Name(Date of birth)

―8―

No.

4

Personal history, position and duty at the Company,
Number of theand significant concurrent positions outside theCompany’s sharesCompany
held
April 2010
Syndication Promotion Manager, Products Distribution
Department, Mizuho Corporate Bank, Ltd. (currently,
Mizuho Bank, Ltd.)
July 2012
Deputy General Manager, Shinjuku Corporate Banking
Department, Mizuho Corporate Bank, Ltd.
April 2015
General Manager, Investors Service Department, Trust &Custody Services Bank, Ltd. (currently, Custody Bank ofJapan, Ltd.)May 2017
Senior Manager, Internal Audit Department, Mizuho
Bank, Ltd.
March 2019 Joined MORESCO Corporation. Deputy General
Manager, Strategy Planning Department
March 2020 General Manager, Overseas Sales Department, Hot Melt
6,679
Hirofumi Fujimoto
Adhesive, MORESCO Corporation(July 14, 1966)
January 2021 Executive Officer in charge of administration segments,
CFO, MORESCO Corporation
March 2021 Executive Officer in charge of administration segments
and Safety, CFO, MORESCO Corporation
May 2021
Director and Senior Executive Officer, CFO in charge ofadministration segments and Safety, MORESCO
Corporation
March 2022 Director and Senior Executive Officer, CFO, MORESCO
Corporation
April 2024
Director and Senior Executive Officer, CFO in charge of
Sustainability, MORESCO Corporation (current
position)[Reasons for nomination as Director]
Since he was appointed CFO (Chief Financial Officer) in January 2021 and Director in May 2021, Hirofumi Fujimoto has
been responsible for carrying out important duties in the corporate governance and administration segments of the Company,
promoting initiatives for human rights due diligence and management responses to strengthen human capital. To ensure thepromotion of sustainability management, innovation of business processes, and improvement of the return on capital as
declared in the 10th Medium-Term Management Plan, his multifaceted perspective and strong business execution capabilities
are essential. He has been nominated as a candidate for Director of MORESCO Corporation as we conclude that he will beable to continue to contribute to sustainably increasing the corporate value of MORESCO Corporation and the MORESCO
Group as a Director.
Name(Date of birth)―9―Personal history, position and duty at the Company,
and significant concurrent positions outside theCompany

Name(Date of birth)No.

April 1996

Joined MORESCO Corporation

March 2014

General Manager, Sales Department, Metal Working Fluids,
MORESCO Corporation
Division Manager, Metal Working Fluids and General
Manager, Sales Department, Metal Working Fluids,
MORESCO Corporation
Executive Officer Division Manager, Metal Working Fluids
and General Manager, Sales Department, Metal Working
Fluids, MORESCO Corporation
President and Representative Director, MORESCOTECHNO Co., Ltd. (current position)
Executive Officer Division Manager, Functional Fluids,
MORESCO Corporation (current position)

May 2018[New]
Jiro Hosomi(June 9, 1972)

May 2019
May 2021

5

March 2023

Number of theCompany’s shares
held

6,554

[Reasons for nomination as Director]
Jiro Hosomi served as General Manager of Sales Department, Metal Working Fluids for many years, and became representative director andpresident of a subsidiary in Japan in 2021. Since he was appointed Functional Fluids Division Manager in 2023, he has been working to expand
the business of the Division. Also with experience of working at overseas subsidiaries, he has sufficient experience and insight regarding theoperations of the Company and its subsidiaries. He has been nominated as a candidate for Director of MORESCO Corporation as we conclude
that based on his global management perspective in addition to his experience and insight, he will be able to contribute to sustainably increasing
the corporate value of MORESCO Corporation and the MORESCO Group as a Director.

April 1981
May 2011
September 2011
April 2013
Hiroko Fuji
(September 27, 1960)

January 2017
January 2020

6

January 2021
June 2021
May 2022

Joined Daimaru Co., Ltd. (currently, Daimaru
Matsuzakaya Department Stores Co., Ltd.)
Executive Officer and General Manager, MD Promotion
Department 2, MD Strategy Promotion Office, Daimaru
Matsuzakaya Department Stores Co., Ltd.
Executive Officer and General Manager, Independent
Business Unit, MD Strategy Promotion Office, Daimaru
Matsuzakaya Department Stores Co., Ltd.
Executive Officer and Store Manager, Daimaru Osaka
Umeda, Daimaru Matsuzakaya Department Stores, Co.,
Ltd.
Executive Officer and Store Manager, Daimaru Kobe,
Daimaru Matsuzakaya Department Stores, Co., Ltd.
Executive Officer and Store Manager, Daimaru
Sapporo, Daimaru Matsuzakaya Department Stores, Co.,
Ltd.
Executive Officer in charge of Special Assignmentsfrom President, Daimaru Matsuzakaya Department
Stores, Co., Ltd.
General Manager, Ad Tele-support Division, AD
DAISEN Co., Ltd.
Director, MORESCO Corporation (current position)

2,284[Reasons for nomination as Outside Director and overview of the expected role]
Hiroko Fuji served as an executive officer for 10 years at a major department store, which is a group company of a listed corporation,
and was deeply involved in the management of the company through working as the store manager of several flagship stores of thedepartment store. She thus has abundant experience and knowledge of corporate management. Although she has no experience ofbeing involved in the management of a company as a director, she has abundant experience of corporate management as an executive
officer of a major department store as described above. By making use of this experience and knowledge, she has provided us withguidance and advice on management of the Company and the career development of female employees and female managers of theCompany, and has contributed to improving employee engagement and human resource development through dialogue with
employees of corporate administration segments. She has been nominated as a candidate for Outside Director of MORESCO
Corporation, as we expect that she will continue to provide us with guidance and advice based on her experience and knowledge.

―10―(Notes)

1. There are no particular conflicts of interest between any of the candidates and MORESCO Corporation.
2. Hiroko Fuji is a candidate for Outside Director.
3. The Company has entered into a directors and officers liability insurance (D&O insurance) contract prescribedin Paragraph 1, Article 430-3 of the Companies Act with an insurance company to cover any damage that may
be incurred in association with any liability that directors of the Company (who are the insured) bear withregard to the execution of their duties or any claim filed with regard to such liability (excluding damage, etc.
attributable to any act conducted with awareness that it is violating any law or regulation).
Each candidate will be included among the insured of this insurance contract when his/her appointment isapproved, and therefore the Company plans to renew the insurance contract with the same content on July 1,
2024, before the expiration of their term of office.
4. Special notes related to the candidates for outside directors are as follows.
(1) Term of office
The term of office of Hiroko Fuji as an Outside Director will be two years at the conclusion of this
General Meeting.
(2) Contract for limitation of liability
The Company has entered into a contract with Hiroko Fuji which limits the liability for damages inParagraph 1, Article 423 of the Companies Act, in accordance with the Articles of Incorporation, pursuant
to the provisions of Paragraph 1, Article 427 of the Companies Act. The liability for damages under thesaid contract is limited to the statutory amount, and the Company plans to continue the same contract if
her election is approved.
5. The Company has registered Hiroko Fuji as an independent officer in accordance with the regulations of Tokyo
Stock Exchange, Inc. The Company plans to continue to have Hiroko Fuji act as an independent officer if herelection is approved.
6. The number of the Company’s shares held by Motohisa Morozumi, Nobuhiro Sewaki, Hirofumi Fujimoto, andHiroko Fuji includes their equity in the MORESCO Officers’ stock ownership plan. The number of theCompany’s shares held by Jiro Hosomi includes his equity in the MORESCO employees’ stock ownership
plan.

[Comment by Audit and Supervisory Committee]
Regarding the election of directors of the Company, the Audit and Supervisory Committee of the Company
has judged that as a result of discussions at the Committee, the eligibility of candidates and their selection
processes are reasonable, as their appointment was decided by the Board of Directors after examination andapproval by the Nominating/Compensation Committee, which is composed of all independent outside
directors and representative directors.

―11―Agendum 4. Election of Four Directors Who are Audit and Supervisory Committee Members
The term of office of all Directors who are the Audit and Supervisory Committee Members (four) will
expire at the conclusion of this General Meeting of Shareholders. It is therefore proposed that four
Directors who are the Audit and Supervisory Committee Members should be elected.
The agendum has been approved by the Audit and Supervisory Committee in advance.
The candidates for Directors who are the Audit and Supervisory Committee Members are as described
below.
No.

Name(Date of birth)

Personal history, position and duty at the Company, andsignificant concurrent positions outside the Company
April 1986

Number of theCompany’s shares held

Joined MORESCO Corporation

March 2007

1

Section Manager of General Affairs, General Affairs
Department, MORESCO Corporation
March 2010
Section Manager of Human Resources, Human Resources
Department, Administration Division, MORESCO
Corporation
4,468
Mikio Honda
March 2012
Section Manager of Operations, Akoh Plant, MORESCO(June 21, 1962)
Corporation
March 2017
General Manager, General Affairs Department, MORESCO
Corporation
May 2022
Director (full-time Audit and Supervisory Committee
Member), MORESCO Corporation (current position)[Reasons for nomination as Director who is an Audit and Supervisory Committee Member]
After joining the Company, Mikio Honda experienced working in various sectors, such as administration, sales and plant, and became General
Manager of the General Affairs Department in March 2017 engaged in general affairs operations, labor management, and operation of general
meetings of shareholders. He also served as secretary of the safety measures meeting and the Compliance and Risk Management Committee,
and promoted the establishment of our corporate governance system. He is therefore quite familiar with the business operations of theCompany, and has the knowledge and experience necessary for the sound and proper management of the Company. He was appointed theCompany’s Director who is an Audit and Supervisory Committee Member in May 2022 and has performed auditing and supervision by making
use of his abundant knowledge and experience. He has been nominated as a candidate for Director who is an Audit and Supervisory Committee
Member of MORESCO Corporation, as we conclude that he will be able to continue to properly perform his duties as a Director who is an
Audit and Supervisory Member.
July 1995
Manager of Tokyo Plant, Tocalo Co., Ltd.
September 1999

Manager of Akashi Plant, Tocalo Co., Ltd.

April 2005

June 2007

General Manager of Manufacturing Division, Tocalo Co.,Ltd.
Director and Deputy General Manager of Manufacturing
Division, Tocalo Co., Ltd.
Representative Director and President, Tocalo Co., Ltd.

April 2013

President, Tocalo & Han Tai TW Co., Ltd.

June 2013

Representative Director and Chairman, Tocalo Co., Ltd.

June 2019

Advisor, Tocalo Co., Ltd.

June 2005
Kazuo Machigaki(May 11, 1951)2

May 2020

5,778

Director (Audit and Supervisory Committee Member),
MORESCO Corporation (current position)[Reasons for nomination as Outside Director who is an Audit and Supervisory Committee Member and overview of the expected role]
Kazuo Machigaki has served for many years as President and Chairman of a top manufacturer in the field of surface modification, andpossesses abundant experience and extensive knowledge as a manager. He was appointed the Company’s Director who is an Audit andSupervisory Committee Member in May 2020 and has performed auditing and supervision by making use of his experience and knowledge. He
has been nominated as a candidate for Outside Director who is an Audit and Supervisory Committee Member of MORESCO Corporation, as
we conclude that he will be able to continue to properly perform his duties as an Outside Director who is an Audit and Supervisory Member.

―12―

No.

Name
(Date of birth)

Personal history, position and duty at the Company, andsignificant concurrent positions outside the Company
April 1998

June 2010

Registered as attorney, joined the Sawada and Kikui Law Office(now Sawada, Nakajo and Mori Law Office)Partner attorney, Sawada and Nakajo Law Office (now Sawada,
Nakajo and Mori Law Office)External auditor, Nishishiba Electric, Co., Ltd.

June 2011

External auditor, Glory Ltd.

May 2019

Representative attorney, Sawada, Nakajo and Mori Law Office(current position)
External auditor, Yamato Kogyo Co., Ltd. (current position)

April 2005

Mikio Nakajo(March 19, 1963)
3

June 2019

Number of theCompany’s shares held0

May 2020

Director (Audit and Supervisory Committee Member),
MORESCO Corporation (current position)[Reasons for nomination as Outside Director who is an Audit and Supervisory Committee Member and overview of the expected role]
Mikio Nakajo has professional knowledge and extensive experience gained over many years as an attorney. Although he has no experience ofbeing directly involved in corporate management, he has management experience as the representative attorney of a law office and has served
as the external auditor of companies listed on the Tokyo Stock Exchange and is therefore quite familiar with the auditing operations of listedcompanies. He was appointed the Company’s Director who is an Audit and Supervisory Committee Member in May 2020 and has performed
auditing and supervision by making use of his experience and knowledge. He has been nominated as a candidate for Outside Director who is an
Audit and Supervisory Committee Member of MORESCO Corporation, as we conclude that he will be able to continue to properly perform his
duties as an Outside Director who is an Audit and Supervisory Member.
April 1983
Hired by the Osaka Regional Taxation Bureau
July 2000

Hidetoshi Nakatsuka(October 26, 1964)

4

Company Split PT (in charge of notification of organizational
restructuring taxation systems), Corporation Taxation Division,
Taxation Department, and Large Enterprise Examination
Division, Large Enterprise Examination and Criminal
Investigation Department, National Tax Agency
January 2002
Corporate Planning Office, Tax Bureau, Ministry of Finance (incharge of consolidated taxation laws) and Large Enterprise
Examination Division, Large Enterprise Examination andCriminal Investigation Department, National Tax Agency
July 2009
International Investigation Director, Examination Division, First
Examination Department, Osaka Regional Taxation Bureau
July 2012
Assistant Director, Comprehensive Investigation Division, First
Examination Department, Osaka Regional Taxation Bureau
August 2013
Registered as tax accountant, opened Hidetoshi Nakatsuka Tax
Accountant Office, representative (current position)
April 2014
Special Professor, Graduate School and Faculty of Law, Himeji
Dokkyo University
December 2018 External auditor, Tiger Corporation (current position)
May 2020

2,284

Director (Audit and Supervisory Committee Member),
MORESCO Corporation (current position)
June 2023
Outside Director, Kaji Technology Corporation (current
position)[Reasons for nomination as Outside Director who is an Audit and Supervisory Committee Member and overview of the expected role]
Hidetoshi Nakatsuka has experience of being involved in tax administration for many years and is also familiar with corporate taxation as a tax
accountant, and thus acquired professional knowledge about accounting and taxation. Although he has no experience of being directly involvedin corporate management, he has experienced management of a tax accountant office apart from the professional experience and knowledge
described above. He was appointed the Company’s Director who is an Audit and Supervisory Committee Member in May 2020 and has
performed auditing and supervision by making use of his experience and knowledge. He has been nominated as a candidate for Outside
Director who is an Audit and Supervisory Committee Member of MORESCO Corporation, as we conclude that he will be able to continue toproperly perform his duties as an Outside Director who is an Audit and Supervisory Member.

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(Notes)

1. There are no particular conflicts of interest between any of the candidates and MORESCO Corporation.
2. Kazuo Machigaki, Mikio Nakajo and Hidetoshi Nakatsuka are candidates for Outside Directors.
3. The Company has entered into a directors and officers liability insurance (D&O insurance) contract prescribedin Paragraph 1, Article 430-3 of the Companies Act with an insurance company to cover any damage that may
be incurred in association with any liability that directors of the Company (who are the insured) bear withregard to the execution of their duties or any claim filed with regard to such liability (excluding damage, etc.
attributable to any act conducted with awareness that it is violating any law or regulation).
Each candidate will be included among the insured of this insurance contract when his/her appointment isapproved, and therefore the Company plans to renew the insurance contract with the same content on July 1,
2024, before the expiration of their term of office.
4. The Company has entered into a contract with Mikio Honda which limits the liability for damages in Paragraph
1, Article 423 of the Companies Act, in accordance with the Articles of Incorporation, pursuant to theprovisions of Paragraph 1, Article 427 of the Companies Act. The liability for damages under the said contract
is limited to the statutory amount, and the Company plans to continue the same contract if his election isapproved.
5. Special notes related to the candidates for outside directors are as follows.
(1) Term of office
The term of office of Kazuo Machigaki, Mikio Nakajo and Hidetoshi Nakatsuka as Outside Directors who
are Audit and Supervisory Committee Members will be four years at the conclusion of this General
Meeting.
(2) Contract for limitation of liability
The Company has entered into a contract with Kazuo Machigaki, Mikio Nakajo and Hidetoshi Nakatsuka
which limits the liability for damages in Paragraph 1, Article 423 of the Companies Act, in accordancewith the Articles of Incorporation, pursuant to the provisions of Paragraph 1, Article 427 of the Companies
Act. The liability for damages under the said contract is limited to the statutory amount, and the Company
plans to continue the same contract with the three if their election is approved.
6. The Company has registered Kazuo Machigaki, Mikio Nakajo and Hidetoshi Nakatsuka as independent
officers in accordance with the regulations of Tokyo Stock Exchange, Inc. The Company plans to continue tohave the three act as independent officers if their election is approved.
7. The number of the Company’s shares held by Mikio Honda, Kazuo Machigaki and Hidetoshi Nakatsuka
includes their equity in the MORESCO Officers’ stock ownership plan.

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Agendum 5.

Revision of the Amount of Remuneration for Directors (except Directors who are Audit andSupervisory Committee Members)
The amount of remuneration of Directors (except Directors who are Audit and Supervisory Committee
Members, hereinafter, “eligible Directors”) was approved as not more than 180 million yen per year(including not more than 10 million yen per year for Outside Directors) at the 62nd General Meeting of
Shareholders held on May 26, 2020. However, in conjunction with the increase of one eligible Director inorder to strengthen the management structure and in consideration of subsequent changes in the economic
and business environment and various other circumstances, it is proposed that the amount of remunerationfor eligible Directors should be set at not more than 250 million yen per year (including not more than 20
million yen per year for Outside Directors).
It is also proposed that as in the past, the amount of remuneration for eligible Directors should notinclude salaries as employees for Directors who are also employees.
This agendum was decided by the Board of Directors after deliberation by the Nomination andCompensation Committee, taking into comprehensive consideration the Directors’ remuneration systemand the level of payment thereof, the current number of eligible Directors, and other factors, and thus it has
been judged as appropriate. The policy for determining details of remuneration, etc. for each individual
eligible Director of the Company is as described in “E. Matters Concerning Policy for Determining
Remuneration, etc. for Individual Directors” on page 19.
The current number of eligible Directors is five (including one Outside Director). And if Agendum 3“Election of Six Directors (except Directors who are Audit and Supervisory Committee Members)” isapproved and adopted in its original form, the number of eligible Directors will be six (including one
Outside Director).
Regarding this agendum, the Audit and Supervisory Committee of the Company has commented thatas a result of discussions at the Committee, the amount of remuneration and the process of determining it
are reasonable, as it was decided by the Board of Directors after examination and approval by the
Nomination and Compensation Committee, which is composed of all independent outside directors andrepresentative directors.
Agendum 6.

Revision of the Amount of Remuneration for Directors Who are Audit and Supervisory
Committee Members
The amount of remuneration of Directors who are Audit and Supervisory Committee Members wasapproved as not more than 36 million yen per year at the 62nd General Meeting of Shareholders held on
May 26, 2020. However, in consideration of subsequent changes in the economic and business environment
and various other circumstances, it is proposed that the amount of remuneration for Directors who are
Audit and Supervisory Committee Members should be set at not more than 50 million yen per year.
This agendum was decided by the Board of Directors after deliberation by the Nomination andCompensation Committee, taking into comprehensive consideration the remuneration system for Directors
who are Audit and Supervisory Committee Members and the level of payment thereof, the current number
of Directors who are Audit and Supervisory Committee Members, and other factors, and thus it has been
judged as appropriate.
The current number of Directors who are Audit and Supervisory Committee Members is four(including three Outside Directors). And if Agendum 4 is approved and adopted in its original form, thenumber of eligible Directors who are Audit and Supervisory Committee Members will not change.
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[Reference] Skills matrix
The skills matrix below shows a list of knowledge, experience, abilities, etc. of Directors.
GenderAge

Corporate
management

Internationality

Sales/
marketingMotohisa
Morozumi

Male

62

〇

〇

〇

Nobuhiro
Sewaki

Male

60

〇

〇

〇

Yasuo Sakane

Male

65

〇

Hirofumi
Fujimoto

Male

57

〇

〇

〇

Jiro Hosomi

Male

51

〇

〇

〇

Hiroko Fuji

OutsideFemaleIndependent

63〇

Mikio Honda

Male

61

Director (Audit and Supervisory
Committee Member)

Director

Name

Type

Kazuo
Machigaki

OutsideIndependent

Male

73

Mikio Nakajo

OutsideIndependent

Male

61

Hidetoshi
Nakatsuka

OutsideIndependent

Male

59

(Notes)R&D〇

Production

Legal/
governance

Finance/accounting

〇

〇

〇

〇

〇

〇

〇

〇

〇

〇

〇

1. The above skills matrix does not represent all the knowledge, etc. possessed by the Directors.
2. Ages as of the conclusion of the General Meeting are provided.

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