Securities Code: 5018
May 9, 2022

To All Stockholders:
5-5-3 Minatojima Minamimachi, Chuo-ku, Kobe, Hyogo

MORESCO Corporation
Motohisa Morozumi,
President and Representative Director

Notice of the 64th Ordinary General Meeting of Stockholders
On behalf of the Board, I would like to thank you, our valued Stockholders, for your continued
support.
MORESCO Corporation (hereinafter, the “Company” or “MORESCO”) is pleased toannounce that the 64th Ordinary General Meeting of Stockholders will be held on the date and at
the venue specified below.
In view of the recent coronavirus (COVID-19) situation, we would like to ask you to exercise yourvoting rights in writing as far as possible in advance or via the Internet and refrain from coming to theOrdinary General Meeting of Stockholders on the day.
If you exercise your voting rights by filling in a voting form or via the Internet, please refer to theattached Reference Materials for the General Meeting of Stockholders and exercise your voting rights inaccordance with the methods described on pages 4 and 5 by 5:35 p.m. on Thursday, May 26, 2022.
For specific measures to be taken on the day of the General Meeting, please read the “Measures for
the Prevention of the COVID-19 New Coronavirus Infection” on the next page.

1. Date and Time:
2. Venue:

10:00 a.m., Friday, May 27, 2022
(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 Item 1. Business Report on the 64th fiscal year from March 1, 2021 to
February 28, 2022, the Consolidated Financial Statements, and resultsof audit by the Accounting Auditor and the Audit and Supervisory
Committee of the Consolidated Financial Statements
Item 2. Non-consolidated Financial Statements for 64th fiscal year fromMarch 1, 2021 to February 28, 2022
Matters to be Resolved
Agendum 1:
Disposal of Retained Earnings
Agendum 2:
Partial Amendment of the Articles of Incorporation
Agendum 3:
Election of Five Directors (except Directors Who Are Audit and Supervisory
Committee Members)
Agendum 4:Election of Four Directors Who Are Audit and Supervisory Committee
Members-1-

＜Measures for the Prevention of the COVID-19 Infection＞
In holding the 64th Ordinary General Meeting of Stockholders, we place the highest priority on the healthand safety of our stockholders. Our measures for the prevention of the COVID-19 infection are as
described below. We sincerely ask for your understanding and cooperation.
⚫ Attendance at the General Meeting of Stockholders
Please exercise your voting rights at the Ordinary General Meeting of Stockholders by using theenclosed voting form or via the Internet, and refrain from attending the General Meeting as far as
possible.
If you attend the meeting, please check the situation of the spread of the disease as of the date of themeeting and confirm that you are in good health without a fever before leaving home for the meeting.
Please do not hesitate to cancel your attendance.
⚫ At the venue of the General Meeting of Stockholders
Stockholders attending the meeting are requested to wear a mask when entering the venue. We plan tospray alcohol-based disinfectant on your hands and check your temperature by thermography, etc. at
the entrance of the venue. Please understand that you may be asked to refrain from entering the venue if
you do not cooperate in wearing a mask or if you are found to have a temperature above 37.5°C.
Please understand that you may be asked to leave the venue if you are not cooperating with infection
prevention measures or if you do not appear to be in good health in the venue.
Please also note that all of our Directors and staff members will be wearing masks during the meeting.
⚫ Seating at the venue of the General Meeting of Stockholders
The number of seats will be limited compared to previous years because seats will be placed with moredistance maintained between seats. Therefore, even if you arrive on the day of the event, you may not
be allowed to enter.
⚫ Proceedings of the General Meeting of Stockholders
The proceedings of the General Meeting this year will be held in an expedited manner similar to lastyear in order to shorten the time spent by stockholders in the venue.
⚫ Cancellation of the get-together party for stockholders
Again this year, we have decided to cancel the get-together party between our Directors andstockholders, which was usually held after the General Meeting of Stockholders, for the purpose of
preventing infection. We sincerely apologize to our stockholders who have looked forward to thisevent. We would appreciate your understanding.
* Any major changes to the General Meeting of Stockholders that may arise, such as changes to thevenue or opening time, etc., due to future circumstances will be posted on our corporate website(https://www.moresco.co.jp/). So please check for the information via the Internet.

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＜Other notes＞⚫ Small gifts are no longer presented to attendees of the General Meeting of Stockholders. We would

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 resourcesaving.
⚫ Among the documents required to be attached to this notice of convocation, items that should bepresented as the “Notes to Consolidated Financial Statements” and the “Notes to Non-consolidated
Financial Statements” have not been included in the attached documents as they have been posted on
the MORESCO website (http://www.moresco.co.jp/) pursuant to laws and regulations as well as theprovisions of Article 12 of MORESCO’s Articles of Incorporation.
These items that should be presented as the “Notes to Consolidated Financial Statements” and the“Notes to Non-consolidated Financial Statements” as well as the documents attached hereto have been
included in 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 information contained in the Business Report,
Consolidated Financial Statements, Non-consolidated Financial Statements, or Reference Materials for
the General Meeting of Stockholders, the revised information will be posted on the aforementioned
MORESCO website.
⚫ If a proxy attends the General Meeting of Stockholders, the proxy shall be a MORESCO stockholder
who has a voting right pursuant to the provisions of Article 16 of MORESCO’s Articles ofIncorporation. In such a case, a document to legitimize the proxy must be submitted to MORESCO.
⚫ Notification of resolutions will be posted on the abovementioned website in place of the written
notification, from the viewpoint of saving resources to help protect the global environment. We would
appreciate your understanding.

＜On-demand distribution of the video of the General Meeting of Stockholders＞⚫ A video of a part of the proceedings of the General Meeting of Stockholders will be available for on-

demand viewing from a later date (scheduled to be in mid-June 2022) on our website(https://www.moresco.co.jp/ir/stockholders_info.php). Please access the website if you are interested.
⚫ Cameras will be placed at the venue on the day of the General Meeting of Stockholders for the above
video recording. In consideration of the privacy of the stockholders 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 stockholders present may be inevitably included in the video. We would
appreciate your understanding.

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Reference Materials for the General Meeting of Stockholders
Agendum 1. Disposal of Retained Earnings
With regard to the appropriation of surplus, it is the Company’s basic policy to return profits to its
stockholders in light of business performance, etc. while securing the internal reserves required for futurebusiness 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 and to dispose of other retained earnings as described below.
1. Matters concerning year-end dividends(1) Type of dividend
Cash(2) Matters concerning appropriation of dividend property and total amount thereof
20 yen per share of the Company’s common stock Total amount of dividends: 187,598,600
yenSince 20 yen per share of the Company’s common stock was paid as an interim dividend in
November 2021, the annual dividend will be 40 yen per share.
(3) Date on which distribution of retained earnings takes effectMay 30, 2022
2.

Matters concerning disposal of other retained earnings(1) Retained earnings item to be decreased and its amount
Retained earnings brought forward:
500,000,000 yen(2) Retained earnings item to be increased and its amount
General reserve:
500,000,000 yen-4-Agendum 2. Partial Amendment of the Articles of Incorporation
1. Reason for proposal
As the amendment provision stipulated in the proviso of Article 1 of the Supplementary
Provisions of the “Act for Partial Amendment of the Companies Act” (Act No. 70 of 2019) will
come into force on September 1, 2022, the Company proposes amendment to its Articles ofIncorporation as follows in preparation for the introduction of electronic provision of thereference materials for the General Meeting of Stockholders.
(1) Paragraph 1 of the amendment draft Article 12 (Electronic provision, etc.) will stipulate that
information contained in the Reference Materials for the General Meeting of Stockholders,etc. shall be provided electronically.
(2) Paragraph 2 of the amendment draft Article 12 (Electronic provision, etc.) will establish aprovision to limit the scope of the matters to be included in documents that are to bedelivered to stockholders who make a request for the delivery of information in writing.
(3) Since Article 12 (Disclosure via the Internet of Reference Materials for the General Meetingof stockholders, etc. and their deemed provision) of the current Articles of Incorporation will
become unnecessary, it is to be deleted.
(4) In conjunction with the amendments (1), (2) and (3) above, supplementary provisions
regarding the effective date, etc. will be established.
2.

Details of amendments(The parts to be amended are underlined below.)
Current Articles of Incorporation

Amendment draft(Disclosure via the Internet of Reference Materials for the
General Meeting of Stockholders, etc. and their deemed
provision)
Article 12 By disclosing information relating to allmatters that shall be described or stated in
Reference Materials for the General Meeting ofStockholders, Business Report, Nonconsolidated Financial Statements andConsolidated Financial Statements upon
convening a General Meeting of Stockholders
by a method utilizing the Internet as provided
for in the Ordinance of the Ministry of Justiceof Japan, the Company may be deemed to haveprovided such information to the stockholders.

(Delete)-5-

Current Articles of Incorporation

Amendment draft(Electronic provision, etc.)(New)

Article 12 The Company shall electronically provide
information contained in the Reference
Materials for the General Meeting ofStockholders, etc. in convening general
meetings of stockholders.
(2) Among the matters to be provided
electronically, the Company may choose toomit all or some of the matters stipulated by
the ordinances of the Ministry of Justice indocuments to be delivered to stockholders whomake a request for the delivery of informationin writing by the record date of voting rights.

(New)

Supplementary Provisions(New)

Article 1

The deletion of Article 12 (Disclosure via theInternet of Reference Materials for the General
Meeting of Stockholders, etc. and their deemed
provision) of the Articles of Incorporation
before amendment and the establishment of
Article 12 (Electronic provision, etc.) of the
Articles of Incorporation after amendment shalltake effect on the date of the enforcement(hereinafter referred to as the “Enforcement
Date”) of the amendment provision stipulated
in the proviso of Article 1 of the
Supplementary Provisions of the “Act for
Partial Amendment of the Companies Act”
(Act No. 70 of 2019).

(New)

Article 2

Notwithstanding the provision of the preceding
Article, Article 12 (Disclosure via the Internetof Reference Materials for the General Meetingof Stockholders, etc. and their deemed
provision) of the Articles of Incorporation
before amendment shall remain in force withrespect to a General Meeting of Stockholders
the date of which is within six (6) months of
the Enforcement Date.

(New)

Article 3

These Supplementary Provisions Articles 1through 3 shall be deleted on the later of either
six (6) months after the Enforcement Date or
three (3) months from the date of a General
Meeting of Stockholders in the preceding
Article.

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Agendum 3. Election of Five 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 Stockholders. It is therefore proposed that five Directors should beelected.
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,
and significant concurrent positions outside the Company
April 1987

1

Joined HBF Japan (currently, Sekisui Fuller
Company, Ltd.)March 1999 Joined MORESCO Corporation Section Manager ofTokyo 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 and General 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
Motohisa Morozumi
Corporation
January 2012 President and Representative Director of PT.
(April 23, 1962)
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)

Number of theCompany’s shares held

22,010[Reasons for nomination as Director]
Motohisa Morozumi has been involved in the hot melt business for many years and has made a significant
contribution to the expansion of the hot melt business both in Japan and overseas by actively making inroads into newmarkets in Indonesia and China. He was appointed COO (Chief Operating Officer), President and Representative
Director in May 2018 for his excellent business decision-making ability based on abundant experience in businessexecution, and led all Divisions and subsidiaries both in Japan and overseas. In May 2021, he was appointed CEO(Chief Executive Officer), President and Representative Director, and has led overall management of the Company’sbusinesses. 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.

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No.

Name
(Date of birth)

Personal history, position and duty at the Company,
and significant concurrent positions outside the Company
April 1982
March 2008

Nobuhiro Sewaki(March 23, 1964)

2

Joined MORESCO Corporation.
General Manager, Sales Department, Functional
Fluids Division, MORESCO Corporation
May 2010
Executive Officer General Manager, Sales
Department, Functional Fluids Division, 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
Asia, MORESCO Corporation
February 2017 President and Representative Director, MORESCO
HM&LUB INDIA PRIVATE (current position)
May 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 2020Chairman, Wuxi More Tex Technology Co., Ltd.
(current position)
May 2021
Director and Senior Managing Executive Officer,
COO, MORESCO Corporation (current position)

Number of theCompany’s shares held

14,808[Reasons for nomination as Director]
Nobuhiro Sewaki has served as General Manager of the Sales Department, Functional Fluids Division for many years,
and has assumed positions as President and Representative Director of an overseas subsidiary of the Company inMarch 2015. Based on his abundant experience and knowledge with regard to operations of the Company and its
subsidiaries, he was appointed Director in May 2017 and Director in charge of Global Operations in May 2018, andsupervised overseas group companies in promoting business expansion. In May 2021, he was appointed COO (Chief
Operating Officer), Director and Senior Managing Executive Officer, and has supervised all Divisions andsubsidiaries both in Japan and overseas. 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 valueof MORESCO Corporation and the MORESCO Group as a Director.

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No.

3

Name
(Date of birth)

Personal history, position and duty at the Company,
and significant concurrent positions outside the Company

Yasuo Sakane(June 7, 1958)

October 2003 Joined MORESCO Corporation. Special Manager,
SS Group, R&D Department, MORESCO
Corporation
March 2004 General Manager, 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, Synthetic
Lubricants Development Department, MORESCO
Corporation
June 2016
Executive Officer Division Manager, Synthetic
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)

Number of theCompany’s shares held

7,000

[Reasons for nomination as Director]
Yasuo Sakane was involved in R&D at overseas hard disk drive manufacturers for many years, and after joining
MORESCO Corporation, he served as the manager responsible for the Synthetic Lubricants Division. Based on his
abundant experience and knowledge of global business and surface lubricants for hard disks which are one of
MORESCO Corporation’s mainstay products, he was appointed Director and CTO (Chief Technology Officer) of
MORESCO Corporation in May 2018 and has supervised the R&D segment. In March 2021, he was appointed
General Manager of the Life Science R&D Department, and has worked to advance research and development
projects of the department that will lead to new business fields. 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 thecorporate value of MORESCO Corporation and the MORESCO Group as a Director.

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No.

Name
(Date of birth)

Personal history, position and duty at the Company,
and significant concurrent positions outside the Company
April 2010

Hirofumi Fujimoto(July 14, 1966)

4

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 of Japan, 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 Adhesive, MORESCO Corporation
January 2021 Executive Officer in charge of Administrative
Division, CFO, MORESCO Corporation
March 2021 Executive Officer in charge of Administrative
Division and Safety, CFO, MORESCO Corporation
May 2021
Director and Senior Executive Officer, CFO incharge of Administrative Division and Safety,
MORESCO Corporation
March 2022 Director and Senior Executive Officer, CFO,MORESCO Corporation (current position)

Number of theCompany’s shares held

1,978

[Reasons for nomination as Director]
Hirofumi Fujimoto worked for a major bank for many years and was involved in sales and audit operations forfinancial institutions, manufacturers and institutional investors both in Japan and overseas, and therefore has extensive
experience in and knowledge of various industries and operations. After joining MORESCO Corporation, he served
as the Deputy General Manager of the Strategy Planning Department and supported the relevant Divisions,contributing to increasing the profits of the Company by utilizing his excellent language ability and negotiation skills
in negotiating with overseas companies. He was appointed CFO (Chief Financial Officer) in January 2021 andDirector in May 2021, being responsible for carrying out important duties in the corporate governance andadministration segments of the Company. 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 valueof MORESCO Corporation and the MORESCO Group as a Director.

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No.

Name(Date of birth)

Personal history, position and duty at the Company,
and significant concurrent positions outside the Company

Number of theCompany’s shares held

April 1981

5

Joined Daimaru Co., Ltd. (currently, Daimaru
Matsuzakaya Department Stores Co., Ltd.)May 2011
Executive Officer and General Manager, MD
Promotion Department 2, MD Strategy Promotion
Office, Daimaru Matsuzakaya Department StoresCo., Ltd.
September 2011Executive Officer and General Manager, MD
Strategy Promotion Office, Independent Business
Unit, Daimaru Matsuzakaya Department Stores Co.,Ltd.
April 2013
Executive Officer and Store Manager, Daimaru[New]
Osaka Umeda, Daimaru Matsuzakaya Department
Hiroko Fuji
Stores, Co., Ltd.
(September 27, 1960) January 2017 Executive Officer and Store Manager, Daimaru
Kobe, Daimaru Matsuzakaya Department Stores,
Co., Ltd.
January 2020 Executive Officer and Store Manager, Daimaru
Sapporo, Daimaru Matsuzakaya Department Stores,
Co., Ltd.
January 2021 Executive Officer in charge of Special Assignmentsfrom President, Daimaru Matsuzakaya Department
Stores, Co., Ltd.
June 2021
General Manager, Ad Tele-support Division, AD
DAISEN Co., Ltd. (current position)[Reasons for nomination as External 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 alisted corporation and was deeply involved in management of the company through working as the store manager ofseveral flagship stores of the department store. She thus has abundant experience and knowledge with regard to
management. Although she has no experience of being involved in the management of a company as a director, she
has abundant experience with regard to corporate management as an executive officer of a major department store as
described above. She has been nominated as a candidate for External Director of MORESCO Corporation, as weconclude that she will be able to provide us with guidance and advice for management of the Company and careerdevelopment of female employees and female managers of the Company by making use of her experience andknowledge.

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0(Notes) 1. There are no particular conflicts of interest between any of the candidates and MORESCO Corporation.
2. Hiroko Fuji is a candidate for External 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,
2022, before the expiration of their term of office.
4. Special notes related to the candidates for external directors are as follows.
Contract for limitation of liability
When the election of Hiroko Fuji is approved, the Company plans to enter into a contract with her which limits
the liability for damages of Paragraph 1, Article 423 of the Companies Act, in accordance with the Articles ofIncorporation, pursuant to the provision of Paragraph 1, Article 427 of the Companies Act. The liability fordamages under the said contract shall be limited to the statutory amount.
5. When the election of Hiroko Fuji is approved, the Company plans to register her as an independent officer inaccordance with regulations of Tokyo Stock Exchange, Inc.
6. The number of the Company’s shares held by Motohisa Morozumi, Nobuhiro Sewaki and Hirofumi Fujimoto
includes their equity in the MORESCO Officers’ stock ownership plan.

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

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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 Stockholders. It is therefore proposed that four
Directors who are the Audit and Supervisory Committee Members should be elected.
This 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,
and significant concurrent positions outside the Company
April 1986
March 2007

[New]
Mikio Honda(June 21, 1962)

March 2010

March 2012
March 2017

1

4,284

[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 andplant, 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 stockholders. He also served as secretary of thesafety measures meeting and the Compliance and Risk Management Committee, and promoted the establishment ofour corporate governance system. He is therefore quite familiar with the business operations of the Company, and has
the knowledge and experience necessary for the sound and proper management of the Company. 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 properly perform his duties as a Director who is an Audit andSupervisory Member by making use of his abundant knowledge and experience.

Kazuo Machigaki(May 11, 1951)

2

Joined MORESCO Corporation.
Section Manager of General Affairs, General Affairs
Department, MORESCO Corporation
Section Manager of Human Resources, Human
Resources Department, Administration Division,
MORESCO Corporation
Section Manager of Operations, Ako Plant,
MORESCO Corporation
General Manager, General Affairs Department,
MORESCO Corporation (current position)

Number of theCompany’s shares held

July 1995
Manager of Tokyo Plant, Tocalo Co., Ltd.
September 1999Manager of Akashi Plant, Tocalo Co., Ltd.
April 2005
General Manager of Manufacturing Division, Tocalo
Co., Ltd.
June 2005
Director and Deputy General Manager of
Manufacturing Division, Tocalo Co., Ltd.
June 2007
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.
May 2020
Director (Audit and Supervisory Committee
Member), MORESCO Corporation (current
position)

1,255[Reasons for nomination as External Director who is an Audit and Supervisory Committee Member and overview ofthe expected role]
Kazuo Machigaki has served for many years as President and Chairman of a top manufacturer in the field of surface
modification, and possesses abundant experience and extensive knowledge as a manager. He was appointed theCompany’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 External
Director who is an Audit and Supervisory Committee Member of MORESCO Corporation, as we conclude that hewill be able to continue to properly perform his duties as an External Director who is an Audit and Supervisory
Member.

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No.

Name(Date of birth)

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

April 2005
Mikio Nakajo(March 19, 1963)

June 2010
June 2011
May 2019
June 2019
May 2020

3

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.
External auditor, Glory Ltd.
Representative attorney, Sawada, Nakajo and Mori
Law Office (current position)
External auditor, Yamato Kogyo Co., Ltd. (current
position)
Director (Audit and Supervisory Committee
Member), MORESCO Corporation (current
position)

Number of theCompany’s shares held

0

[Reasons for nomination as External Director who is an Audit and Supervisory Committee Member and overview ofthe expected role]
Mikio Nakajo has professional knowledge and extensive experience gained over many years as an attorney. Although
he has no experience of being directly involved in corporate management, he has management experience as therepresentative 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 listed companies. He was appointed theCompany’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 External
Director who is an Audit and Supervisory Committee Member of MORESCO Corporation, as we conclude that hewill be able to continue to properly perform his duties as an External Director who is an Audit and Supervisory
Member.

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No.

Name(Date of birth)

Personal history, position and duty at the Company,
and significant concurrent positions outside the Company
April 1983
July 2000

4

Hired by the Osaka Regional Taxation Bureau
Company Split PT (in charge of notification oforganizational restructuring taxation systems),
Corporation Taxation Division, Taxation
Department, and Large Enterprise Examination
Division, Large Enterprise Examination andCriminal Investigation Department, National Tax
AgencyJanuary 2002 Corporate Planning Office, Tax Bureau, Ministry of
Finance (in charge of consolidated taxation laws)
and Large Enterprise Examination Division, Large
Enterprise Examination and Criminal Investigation
Department, National Tax Agency
July 2009
International Investigation Director, Examination
Hidetoshi Nakatsuka
Division, First Examination Department, Osaka(October 26, 1964)
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 ofLaw, Himeji Dokkyo University
December 2018External auditor, Tiger Corporation (current
position)
May 2020
Director (Audit and Supervisory Committee
Member), MORESCO Corporation (current
position)

Number of theCompany’s shares held

0

[Reasons for nomination as External Director who is an Audit and Supervisory Committee Member and overview ofthe expected role]
Hidetoshi Nakatsuka has experience of being involved in tax administration for many years and is also familiar withcorporate taxation as a tax accountant, and thus acquired professional knowledge about accounting and taxation.
Although he has no experience of being directly involved in corporate management, he has experienced managementof 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 forExternal 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 External Director who is an Audit and Supervisory
Member.
(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 External 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,
2022, before the expiration of their term of office.

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4. When the election of Mikio Honda is approved, the Company plans to enter into a contract with him which
limits the liability for damages of Paragraph 1, Article 423 of the Companies Act, in accordance with the
Articles of Incorporation, pursuant to the provision of Paragraph 1, Article 427 of the Companies Act. The
liability for damages under the said contract shall be limited to the statutory amount.
5. Special notes related to the candidates for external directors are as follows.
(1) Term of office
The term of office of Kazuo Machigaki, Mikio Nakajo and Hidetoshi Nakatsuka as External Directors who
are Audit and Supervisory Committee Members 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 Kazuo Machigaki, Mikio Nakajo and Hidetoshi Nakatsuka
which limits the liability for damages of Paragraph 1, Article 423 of the Companies Act, in accordance with
the Articles of Incorporation, pursuant to the provision 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 appointment is approved.
6. The Company has registered Kazuo Machigaki, Mikio Nakajo and Hidetoshi Nakatsuka as independent officers
in accordance with regulations of Tokyo Stock Exchange, Inc. The Company plans to continue to have thethree act as independent officers if their appointment is approved.
7 The number of the Company’s shares held by Mikio Honda includes his equity in the MORESCO Officers’
stock ownership plan. The number of the Company’s shares held by Kazuo Machigaki is his equity in the
MORESCO employees’ stock ownership plan.

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[Reference] Skills matrix of the candidates for Directors
The skills matrix below shows a list of knowledge, experience, abilities, etc. of the candidates for
Directors.
GenderAge

Corporate
management

Motohisa
Morozumi

Male

59

Nobuhiro
SewakiMale

Yasuo
SakaneHirofumi
Fujimoto

Director

Name

Director (Audit and Supervisory Committee
Member)HirokoFuji

Type

External
Independent

Mikio
Honda

Internationality

Sales/
marketing







58







Male

63



Male

55



Female

61



Male

59

Kazuo
Machigaki

External
Independent

Male

70

Mikio
NakajoExternal
Independent

Male

59

Hidetoshi
Nakatsuka

External
Independent

Male

57

R&D



Production

Legal/
Finance/governance accounting


























(Note) The above skills matrix does not represent all the knowledge, etc. possessed by the candidates.

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