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.

Securities Code: 5208
June 10, 2022
To our shareholders:
Yuta Arisawa
President and Representative Director
Arisawa Mfg. Co., Ltd.
5-5 Minami-honcho 1-chome, Joetsu-shi, Niigata

Notice of the 74th Annual General Meeting of Shareholders
We are pleased to announce the 74th Annual General Meeting of Shareholders of Arisawa Mfg. Co., Ltd. (the“Company”), which will be held as stated below.
If you do not plan on attending the meeting in person, please consider exercising your voting rights in advance either
by mail or via the internet using the enclosed voting form.
If you exercise your voting rights either by mail or via the internet and other means, the deadline by which voting
rights must be exercised is 5:00 p.m. on Monday, June 27, 2022 (JST). We appreciate your cooperation.
1. Date and Time: Tuesday, June 28, 2022, at 10:00 a.m. (Reception will open at 9:00 a.m.) (JST)
2. Venue:Conference Room, Head Office of the Company
5-5 Minami-honcho 1-chome, Joetsu-shi, Niigata
The Company is taking exhaustive steps to minimize the possibility of COVID-19 infection at
the venue of the General Meeting of Shareholders. We ask for your understanding andcooperation in preventing the spread of COVID-19.
(i) To shorten the duration of the General Meeting of Shareholders, questions regarding thematters to be reported will be limited to be as brief as possible, and a time limit will beplaced on questions relating to proposals, which means sometimes a question will be cutshort.
(ii) Alcohol-based hand sanitizer for shareholders will be placed at the entrance of the venue.
We ask shareholders who attend the meeting to bring and wear face masks.
The Company’s officers and staff members will wear face masks when interacting withshareholders.
(iii) Shareholders will have their temperature checked near the entrance of the venue. Those
who are confirmed to have fever of 37.5 degrees Celsius or above or appear to be unwellmay be asked to refrain from entering the venue.
(iv) To ensure sufficient social distancing is practiced, a second meeting venue will be madeavailable in addition to the Head Office Conference Room. Please be aware that you will
be shown to the second meeting venue if the Head Office Conference Room’s seatingcapacity is reached.
* On the day, we will be providing a livestreaming of the meeting for shareholders via theinternet. For details, please refer to the enclosed “Information on the Livestreaming.”(Japanese only)* The above response measures are subject to change based on the status of the spread of theinfection as well as announcements from government administrations and other such bodies
up until the day of the General Meeting of Shareholders. Please check for information about
any changes that will be posted on the Company’s website (http://www.arisawa.co.jp/).
3. Purpose of the Meeting
Matters to be reported:
1. Business Report and Consolidated Financial Statements for the 74th Fiscal Year (April 1, 2021, to March31, 2022) and Audit Reports of Consolidated Financial Statements by the Accounting Auditor and the Boardof Corporate Auditors
2. Non-consolidated Financial Statements for the 74th Fiscal Year (April 1, 2021, to March 31, 2022)-1-Matters to be resolved:
Proposal No. 1
Appropriation of Surplus
Proposal No. 2
Partial Amendments to the Articles of Incorporation
Proposal No. 3
Election of One Corporate Auditor
Proposal No. 4
Election of Two Substitute Corporate Auditors- When attending on the day of the meeting, please submit the enclosed voting form to reception. Please note that entry will not be
granted to shareholders who do not submit the form to reception.
If you exercise your voting rights by proxy, another shareholder with a voting right of the Company may attend the General Meetingof Shareholders as your proxy. In this case, however, please submit a written document certifying the authority of proxy with thevoting form at the reception.
- No gifts will be provided to shareholders who attend the Annual General Meeting of Shareholders. Your understanding is appreciated.
- Any changes in the Reference Documents for the General Meeting of Shareholders, Business Reports, Non-consolidated FinancialStatements and Consolidated Financial Statements will be posted on the Company’s website (http://www.arisawa.co.jp/).

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Reference Documents for General Meeting of Shareholders
Proposal No. 1

Appropriation of SurplusThe Company regards the return of earnings to shareholders as an important management issue and will provide anactive return of earnings to shareholders while investing funds for the maintenance and expansion of the revenue
base for existing businesses and for the development of new applications.
In line with this policy, the Company proposes the appropriation of the surplus for the fiscal year as follows:
1. Year-end dividends(1) Type of dividend property
Cash(2) Allotment of dividend property and the aggregate amountThe Company proposes to pay a dividend of ¥90 per common share of the Company.
Total amount: ¥3,006,166,410(3) Effective date of payment of surplus available for dividends
June 29, 2022
2. Other appropriation of surplus(1) Item of surplus to be increased and amount of increase
Retained Earnings Carried Forward ¥3,000,000,000(2) Item of surplus to be decreased and amount of decrease
General Reserve¥3,000,000,000-3-

Proposal No. 2

Partial Amendments to the Articles of Incorporation

1. Reasons for the Amendment
Since the revised provisions provided for in the proviso to Article 1 of the Supplementary Provisions of the ActPartially Amending the Companies Act (Act No. 70 of 2019) are to be enforced on September 1, 2022, theCompany proposes to make the following changes to its Articles of Incorporation in preparation for theintroduction of the system for providing informational materials for the General Meeting of Shareholders inelectronic format.
(1) Article 15, paragraph 1 in “Proposed amendments” below will stipulate that the Company shall takemeasures for providing information that constitutes the content of reference documents for the General
Meeting of Shareholders, etc. in electronic format.
(2) Article 15, paragraph 2 in “Proposed amendments” below will establish the provision to limit the scope ofthe items to be stated in the paper-based documents to be delivered to shareholders who requested thedelivery of paper-based documents.
(3) Since the provisions for Internet Disclosure and Deemed Provision of Reference Documents for theGeneral Meeting of Shareholders, Etc. (Article 15 of the Current Articles of Incorporation) will no longer
be required, they will be deleted.
(4) Accompanying the aforementioned establishment and deletion of provisions, supplementary provisions
regarding the effective date, etc. will be established.
2. Details of the amendments
Details of the amendments are as follows:
Current Articles of Incorporation(Internet Disclosure and Deemed Provision of Reference
Documents for the General Meeting of Shareholders, Etc.)
Article 15:
When the Company convenes a General Meeting ofShareholders, if it discloses information that is to be stated orpresented in the reference documents for the General Meetingof Shareholders, Business Reports, Financial Statements andConsolidated Financial Statements through the internet inaccordance with the provisions prescribed by the Ministry ofJustice Order, it may be deemed that the Company has
provided this information to shareholders.
<Newly established><Newly established>(Underlined portions indicate amendments.)
Proposed Amendments<Deleted>(Measures, etc. for Providing Information in Electronic Format)
Article 15:
1
When the Company convenes a General Meeting ofShareholders, it shall take measures for providing
information that constitutes the content of reference
documents for the General Meeting of Shareholders, etc.
in electronic format.
2 The Company may not include all or part of the mattersfor which electronic provision measures are taken, which
are provided for in the Ordinance of the Ministry ofJustice, in the document to be delivered to shareholders
who have made a request for delivery of documents by theRecord Date for Voting Rights.
(Supplementary Provision)
1. The amendment to the Articles of Incorporation pertaining
to Article 15 shall be effective from September 1, 2022,
which is the date of enforcement of the revised provisions
provided for in the proviso to Article 1 of the
Supplementary Provisions of the Act Partially Amending
the Companies Act (Act No. 70 of 2019) (hereinafterreferred to as the “Date of Enforcement”).

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Proposed Amendments
2. Notwithstanding the provision(s) of the preceding
paragraph, Article 15 of the Articles of Incorporation(Internet Disclosure and Deemed Provision of Reference
Documents for the General Meeting of Shareholders, Etc.)
shall remain effective regarding any general meeting ofshareholders held on a date within six months from theDate of Enforcement.
3. These Supplementary Provisions shall be deleted on thedate when six months have elapsed from the Date ofEnforcement or three months have elapsed from the date of
the General Meeting of Shareholders in the preceding
paragraph, whichever is later.

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Election of One Corporate Auditor

As Koji Ota, Corporate Auditor, will resign at the conclusion of this Ordinary General Meeting of Shareholders, theCompany proposes the election of one Corporate Auditor to fill this vacancy.
Since Hisashi Masumura will be elected as a substitute for Koji Ota, the term of office of the newly elected CorporateAuditor will be until the expiration of the term of office of the retiring Corporate Auditor, pursuant to the Company’s
Articles of Incorporation. The consent of the Board of Corporate Auditors has been obtained for this proposal.
The candidates for Corporate Auditor are as follows, and their career summaries, etc. are those as of June 1, 2022.
Name(Date of birth)

Number of theCompany’sshares owned

Career summary and position in the Company(Significant concurrent positions outside the Company)
Nov. 1987
Jul. 2005

Joined the Company
Group Leader of Human Resources Group, HumanResources Dept.
Jul. 2008
Group Leader, Administration Planning Group,
Corporate Planning Department*Hisashi Masumura
700 shares(February 5, 1963)
Oct. 2010
Assistant General Manager, Manufacturing Dept.
Apr. 2012
General Manager of Human Resources Dept.
Apr. 2018General Manager, Human Resources Dept.
General Manager, General Affairs Dept.
Oct. 2020
General Affairs Department Head (Current)(Reasons for nomination as candidate for Corporate Auditor)
Since joining the Company, he has served in the Company’s manufacturing, corporate planning, human resources, and generalaffairs divisions and has extensive knowledge and experience in finance, legal affairs, compliance, and risk management, which hebelieves enables him to conduct highly effective audits as a Corporate Auditor of the Company. He is also nominated as a candidatefor a full-time Corporate Auditor because he is expected to supervise overall management and provide effective advice.
Notes: 1. Hisashi Masumura, marked with (*), is a new candidate for the position of Corporate Auditor.
2. There are no special interests between the candidates for Corporate Auditor and the Company.
3. The number of the Company’s shares owned is based on the shareholder register as of March 31, 2022.
4. The Company has concluded a directors’ and corporate auditors’ liability insurance policy as stipulated in Article 430-3,Paragraph 1 of the Companies Act, which insures corporate auditors, and the premiums are borne entirely by the Company.
The policy covers damages that may arise from the insured corporate auditors being held liable for the performance of
their duties or being subject to claims for such liability. In the event that the candidate is appointed as a Corporate Auditor,
he will be insured under the relevant insurance policy. In addition, when the policy is renewed, the Company plans torenew the policy with the same terms.

(Reference) Expertise and experience of each Director and Corporate Auditor
If this proposal is approved, the Company’s Board of Directors and Board of Corporate Auditors, including thedirectors and auditors who are not up for election at this time, will be composed of members with the following skills.

Note:

NamePosition

Yuta Arisawa
Yoshihiko Toda
Osamu Nakajima
Takeshi Masuda
Yutaka Tsukahara
Koji Nakamura
Kazuo Abiko
Hirotoshi Takada
Miho Numata
Hisashi Masumura
Koichiro Tanaka
Koichi Yokota

Representative Director
Director
Director
Director
Outside Director
Outside Director
Outside Director
Outside Director
Outside Director
Corporate Auditor
Outside Corporate Auditor
Outside Corporate Auditor

Insights onkeyCorporatemanagement business/industry○○○○Finance/accounting

○
○
○

○
○
○
○
○
○
○

Legal/
Internationalrisk
experiencemanagement

○

○
○
○
○
○
○
○

○
○

“Insights on key business / industry” includes business knowledge, marketing ability, technical knowledge, etc.

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○
○

○

Proposal No. 4

Election of Two Substitute Corporate Auditors

The Company proposes the election of two substitute Corporate Auditors in advance to be ready to fill vacant
positions should the number of Corporate Auditors fall below the number required by laws and regulations. The
consent of the Board of Corporate Auditors has been obtained for this proposal.
The substitute Corporate Auditors are as follows: Yuji Hayatsu is to be elected as a substitute for Corporate Auditor
Hisashi Masumura and Hideyuki Baba is to be elected as a substitute for outside Corporate Auditors Koichiro Tanaka
and Koichi Yokota, assuming that Proposal 3 is approved and adopted. The Company shall reserve the right to nullify
the validity of their election by resolution of the Board of Directors as long as the consent of the Board of CorporateAuditors is obtained; provided, however, that it is only in a time before they assume office.
The candidates for substitute Corporate Auditor are as follows, and their career summaries, etc. are those as of June
1, 2022.
CandidateNo.

Career summary and position in the Company(Significant concurrent positions outside the Company)
Apr. 1975
Apr. 2001
May 2010
Apr. 2012
Mar. 2017
Apr. 1998
Apr. 2003

12
Notes:

Name(Date of birth)

1.
2.
3.

4.

5.

6.

7.

Number of theCompany’s shares
ownedJoined the Company
Group Leader of Information System Group
Hiroshi Hayatsu
1,767 shares
General Manager of Human Resources Dept.
(March 13, 1957)
General Manager of General Affairs Dept.
Resigned from the Company
Registered at Niigata Bar AssociationHideyuki Baba- shares
Representative, Hideyuki Baba Law Office(March 29, 1964)(current position)
There is no special interest between any of the candidates for substitute outside Corporate Auditor and the Company otherthan the monthly payment of advisory fees of ¥45,000 to Hideyuki Baba for legal advisory.
The number of the Company’s shares owned is based on the shareholder register as of March 31, 2022.
Hiroshi Hayatsu has been nominated as a substitute Corporate Auditor because the Company deems he will appropriatelyfulfill his duties as a Corporate Auditor of the Company based on his involvement in general affairs, accounting, humanresources and information systems operations during his tenure at the Company as well as his broad knowledge andexperience, such as in legal affairs and finance.
Hideyuki Baba has been nominated as a substitute outside Corporate Auditor because the Company deems him able toappropriately fulfill his duties as an outside Corporate Auditor of the Company from an independent and neutral standpoint,
based on his extensive experience and advanced expert knowledge as an attorney at law, which will be reflected in theCompany’s auditing system. Although he has never been directly involved in corporate management in the past, for thereasons stated above, the Company believes that he will be able to provide appropriate advice as an outside Corporate
Auditor.
If Hideyuki Baba is appointed as an outside Corporate Auditor, the Company intends to enter into a limited liability
agreement with him pursuant to Article 427, paragraph (1) of the Companies Act, and the outline of the limited liability
agreement is as follows:- If an outside Corporate Auditor is liable to the Company for failing to perform his/her duties, the maximum amount ofliability for compensation for damage to the Company shall be the Minimum Liability Amount provided in Article 425,
paragraph (1) of the Companies Act.
- The said limited liability agreement shall be effective as long as the person had acted in good faith and without grossnegligence in performing his/her duties that caused the damage.
If Hiroshi Hayatsu and Hideyuki Baba are appointed as outside Corporate Auditors, the Company will enter into a directors
and officers liability insurance policy as set forth in Article 430-3, paragraph (1) of the Companies Act, with both of themas insureds. The premiums are borne entirely by the Company, and the policy will cover any damages that may arise as aresult of the insured Corporate Auditor being held liable for the performance of their duties or being subject to a claim forsuch liability. In addition, if the candidates are appointed as Corporate Auditors, they will be insured under the insurance
policy. The policy is scheduled to be renewed at the next renewal under the same terms and conditions.
If Hideyuki Baba is appointed as an outside Corporate Auditor, he will be designated as an independent officer as provided
for by Tokyo Stock Exchange, Inc.

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