Note: This document has been translated from a part of the Japanese original for reference purposes only. In the event ofany discrepancy between this translated document and the Japanese original, the original shall prevail.

Securities Code: 4100
June 10, 2024
To our shareholders:
Shigeru Takaragi
President and Representative Director

TODA KOGYO CORP.
1-23 Kyobashi-cho, Minami-ku,
Hiroshima

Notice of the 91st Annual General Meeting of Shareholders
We are pleased to announce the 91st Annual General Meeting of Shareholders of TODA KOGYO CORP.
(the “Company”), which will be held as described below.
When convening this general meeting of shareholders, the Company takes measures for providing inelectronic format the information that constitutes the content of reference documents for the shareholders
meeting, etc. (matters for which measures for providing information in electronic format are to be taken).
This information is posted on both of the following websites, so please access either of those websites toconfirm the information.
The Company’s website:
https://www.todakogyo.co.jp/ (in Japanese)(From the above website, select “Investor Relations,” and then “IR Library,” and then “General Meeting of
Shareholders.”) (In Japanese only)
Website for posted informational materials for the General Meeting of Shareholders:
https://d.sokai.jp/4100/teiji/ (in Japanese)
TSE website (Listed Company Search):https://www2.jpx.co.jp/tseHpFront/JJK010010Action.do?Show=Show (in Japanese)(Access the TSE website by using the internet address shown above, enter “TODA KOGYO CORP.” in “Issue
name (company name)” or the Company’s securities code “4100” in “Code,” and click “Search.” Then, click“Basic information” and select “Documents for public inspection/PR information.” Under “Filed information
available for public inspection,” click “Click here for access” under “[Notice of General Shareholders
Meeting /Informational Materials for a General Shareholders Meeting].”)Instead of attending the Meeting, you can exercise your voting rights in writing (by postal mail) or via theInternet and other means. Please exercise your voting rights no later than 5:30 p.m. on Tuesday, June 25,2024 (JST), after reviewing the Reference Documents for the General Meeting of Shareholders.

11. Date and Time:

Wednesday, June 26, 2024, at 10:00 a.m. (JST)

2. Venue:

Banquet Hall “Fuyo,” 2F, Hiroshima Grand Intelligent Hotel
1-4 Kyobashi-cho, Minami-ku, Hiroshima

3. Purpose of the Meeting:
Matters to be reported:
1. The Business Report and the Consolidated Financial Statements for the 91st
fiscal year (from April 1, 2023 to March 31, 2024), and the results of audits of
the Consolidated Financial Statements by the Financial Auditor and the Audit
and Supervisory Committee
2. The Non-consolidated Financial Statements for the 91st fiscal year (from April
1, 2023 to March 31, 2024)
Matters to be resolved:
Proposal No. 1: Election of Six Directors (Excluding Those Who Are Audit and Supervisory
Committee Members)
Proposal No. 2: Election of Four Directors Who Are Audit and Supervisory Committee Members
4. Decisions Regarding this Meeting (Explanation Regarding Exercise of Voting Rights)(1) If your approval or disapproval of the proposal is not indicated on the voting form used forexercising your voting rights in writing (by postal mail), it will be treated as if you indicated yourintention to approve the proposal.
(2) If you exercise your voting rights multiple times via the Internet and other means, your final votewill be treated as your valid vote.
(3) If you exercise your voting rights in writing (by postal mail) and via the Internet and other means,
your vote made via the Internet or other means will be treated as your valid vote regardless of whenyour vote in writing is received.
(4) If having a proxy attend the Meeting, please designate another of the Company’s shareholders who
can exercise voting rights as the proxy and have a written statement proving proxy right submitted
to the reception counter on the day of the Meeting.
1. When attending the Meeting in person, please present the voting form to the reception counter.
Reception will open at 9:00 a.m. (JST)
2. If revisions to the matters subject to measures for electronic provision arise, a notice of the revisions and the details of thematters before and after the revisions will be posted on the Company’s website noted on the previous page.
3. Paper-based documents stating the matters subject to measures for electronic provision will be sent to shareholders who
have requested the delivery of paper-based documents, however those documents do not include the following matters inaccordance with the provisions of laws and regulations and Article 13, paragraph 2, of the Company’s Articles ofIncorporation.
(a) “Systems to Ensure Appropriate Business Operations and Overview of Its Operational Status” of the Business Report(b) “Notes to Consolidated Financial Statements”(c) “Notes to Non-consolidated Financial Statements”
Accordingly, the Business Report, Consolidated Financial Statements, and Non-consolidated Financial Statements that areincluded in these items are some of the documents that were audited when Financial Auditors prepared the Financial Audit
Report and the Audit and Supervisory Committee prepared the Audit Report.

2

Reference Documents for the General Meeting of Shareholders
Proposal No. 1: Election of Six Directors (Excluding Those Who Are Audit and Supervisory
Committee Members)
The terms of office of all five Directors (Excluding Those Who Are Audit and Supervisory Committee
Members, which applies throughout this proposal) will expire at the conclusion of the Meeting.
In that regard, the Company proposes the election of six Directors, increasing the number of Directors by
one to enhance the management system.
The Audit and Supervisory Committee did not find any particular points that should be pointed out regarding
this proposal.
The nomination of the candidates for Directors has been deliberated at the Nomination and Remuneration
Advisory Committee, whose membership is made up of a majority of Independent Officers. The candidates
for Director are as follows:
Candidate
No.

Name

Position and responsibility in the
Company

Attendance at Boardof Directors meetings
for the current fiscal
year

100%
(20/20)1

Tsuneaki Kubo

Reelection

Director and Senior Managing
Executive Officer- General Manager of Production
Division, General Manager of Core
Business Division and in charge of
Production Technology Division andLogistics Procurement Department

2

Shigeru Takaragi

Reelection

President and Representative Director

100%(20/20)100%(20/20)－3

Dai Matsuoka

Reelection

Director and Managing Executive
Officer- General Manager of Research &Development Division

4

Atsushi Tomokawa

New election

Managing Executive Officer, General
Manager of Corporate Planning- Department and in charge of Sales
Division

5

Shuichi Hashiyama

Reelection
OutsideOutside Director

6

Reiko Sodeno

New election
OutsideIndependent100%(16/16)－－(Note) As Shuichi Hashiyama was newly elected at the 90th Annual General Meeting of Shareholders held on June 28, 2023,
the above number of Board of Directors meetings that he could attend is different from those of other Directors.

3CandidateNo.

1

Number of the Company’s shares owned
300
Number of years in office as a Director
3 years
Attendance at Board of Directors meetings
20/20
Relationship of special interest in the Company None

Tsuneaki Kubo
(Date of birth: October 7, 1964)
Reelection

Career summary, and position and responsibility in the Company
Apr. 1988
Joined the Company
Mar. 2009
General Manager of ZHEJIANG TODA DMEGC MAGNETICS CO., LTD.
June 2012
General Manager of TODA MAGNET (SHENZHEN) CO., LTD.
Apr. 2018
Corporate Officer of the Company
Oct. 2018
General Manager of Production Division, General Manager of Onoda Plant, andDepartment Manager of Procurement and Logistics Department
June 2019
Executive Officer
Apr. 2021
General Manager of Core Business Division and in charge of Procurement andLogistics Department (current position)
June 2021
Director (current position)
June 2022
Managing Executive Officer
Oct. 2022
General Manager of Production Division (current position)
Senior Managing Executive Officer (current position) and in charge of Production
June 2023
Technology Division (current position)
Reasons for nomination as a candidate for Director
Tsuneaki Kubo has abundant experience and achievements in the production technology division and the
production division, etc. since joining the Company as well as global knowledge regarding corporate
management, which was cultivated at operating companies in China. In April 2021, he was appointed as
General Manager of the Core Business Division, which will cover and penetrate all the functions of theCompany from the viewpoint of Core Business, and since June 2023, he has led the Group as Senior
Managing Executive Officer. The Company judges him as suitable to utilize his experience and capabilities
for the Company’s management, and proposes his reelection as a Director.
[Message to shareholders]
I feel that in many ways, fiscal 2023 was a year that made the future potential, and strengths and weaknesses
much clearer for each of the businesses that make up TODA KOGYO CORP.
We have had serious discussions about how to allocate resources and develop the business in this businessenvironment, and have formulated a new medium-term management plan.
As we go beyond our 200th anniversary and move toward a new era, we would like to change what needs
to be changed and work to create a foundation that will lead us forward for the next 100 years.
We will also actively engage in ESG initiatives and further promote greater trust through disclosure ofthese efforts. I hope for your continued support.

4

CandidateNo.

2

Number of the Company’s shares owned
Number of years in office as a Director
Attendance at Board of Directors meetings
Relationship of special interest in the Company

Shigeru Takaragi(Date of birth: May 19, 1960)
Reelection

4,300
11 years
20/20
None

Career summary, and position and responsibility in the Company
Apr. 1984
Joined the Company
May 2007General Manager of Otake Plant
July 2007
Executive Officer
Apr. 2012
Representative Director of TODA ISU CORPORATION
Apr. 2013
Senior Managing Executive Officer of the Company
June 2013
Vice President and Director
Oct. 2013
Vice President and Representative Director
June 2014
President and Representative Director
June 2019
President and Representative Director (current position)
Reasons for nomination as a candidate for Director
Shigeru Takaragi has accumulated abundant business experience and achievements in the research division,
production division, etc. over many years and has insight and global knowledge regarding corporate
management, which was cultivated at an operating company in South Korea. He has experience in overallmanagement as Vice President and Director since June 2013 and President and Representative Director sinceJune 2014. The Company judges him as suitable to continue to lead the Group, and proposes his reelection as
Director.
[Message to shareholders]During fiscal 2023, we responded to issues such as the rising cost of raw materials and the ongoing economic
downturn both in Japan and overseas by strengthening our corporate structure and revising prices. Although
there were signs of recovery in demand, the challenging business environment is expected to continue for theforeseeable future.
Against this backdrop, we will start a new 3-year medium-term management plan from fiscal 2024. It
incorporates guidelines for each business portfolio, such as positioning the electronic materials business as
the core growth business and emphasizing the importance of the functional pigments business in applications
that reduce environmental impact. We will renew our management structure and focus on achieving the planunder a more dynamic system as we begin the new medium-term management plan.
We will also continue to improve our financial position to be able to resume dividend payments. I would liketo kindly ask for your continued understanding and support.

5

Candidate
No.

3

Number of the Company’s shares owned
200
Number of years in office as a Director
5 years
Attendance at Board of Directors meetings
20/20
Relationship of special interest in the Company None

Dai Matsuoka(Date of birth: May 13, 1963)
Reelection

Career summary, and position and responsibility in the Company
Apr. 1991
Joined TDK Corporation
Jan. 2016
Manager, Advanced Agriculture Development Group, New Business Promotion Center
July 2016
General Manager, Technology HQJune 2017
Corporate Officer and General Manager of Technology and Intellectual Property HQJune 2019
Outside Director of the Company
Apr. 2021
Corporate Officer of TDK Corporation
Chief Officer of Quality, Safety & Environment
Apr. 2023
Director and Managing Executive Officer of the Company (current position)
General Manager of Research & Development Division (current position)
Reasons for nomination as a candidate for Director
Dai Matsuoka was involved for many years in the technology and development divisions of TDK
Corporation, and has abundant experience and wide range of knowledge and insight acquired as Chief
Officer of Quality, Safety & Environment. By leveraging this, he has provided advice to ensure the legality
and appropriateness of decision-making by the Company’s Board of Directors as an Outside Director since2019. In April 2023, he was appointed as Director and Managing Executive Officer of the Company. The
Company judges him as suitable to utilize his experience and knowledge to raise the corporate value of theCompany, and proposes his election as a Director.
[Message to shareholders]
In the business environment faced by the Company in fiscal 2023, there was a slow recovery in demand
for the functional pigments business, which is our inherited business, so we are promoting activities toimprove profitability. Meanwhile, in the electronic materials business, we expect continuous growth in the
future and are strengthening our business expansion. Making TODA ISU CORPORATION a wholly owned
subsidiary is one of these initiatives.
Motors and multilayer ceramic chip capacitors, which are vital parts, are indispensable for robotic
machinery that supports a declining population and safe operation using assist functions. The Company
contributes to the development of society by supporting the achievement of high functionality and highreliability of these vital parts through its magnetic materials and dielectric materials. We also promoteindustry-academia-government collaboration to create materials that will support future endeavors byfurther enhancing the Company’s strengths in fine particle synthesis technology. I hope for your continued
support.

6

Candidate
No.

4

Number of the Company’s shares owned—
Number of years in office as a Director—
Attendance at Board of Directors meetings—
Relationship of special interest in the Company None

Atsushi Tomokawa(Date of birth: September 28, 1972)
New election

Career summary, and position and responsibility in the Company
Apr. 1995
Joined the Company
Apr. 2015
General Manager of Business Promotion Department, Global Fine Material Business
Division
Apr. 2018
Corporate Officer
July 2018
General Manager of Global Fine Material Business Division
Apr. 2019
General Manager of Corporate Planning Department (current position)
June 2019
Executive Officer
Managing Executive Officer (current position) and in charge of Sales Division
June 2022(current position)
Reasons for nomination as a candidate for Director
Atsushi Tomokawa has abundant experience and achievements in the sales division since joining theCompany, and in addition to formulating and promoting a medium-term management plan as General
Manager of Corporate Planning Department since April 2019, he has broad experience and insight as
supervisor and manager of the finance and accounting, IR, legal, and other divisions. The Company judges
him as suitable to utilize his experience and capabilities for the long-term growth and the improvement of
the Company’s corporate value, and proposes his election as a Director.

7

Candidate
No.

5

Number of the Company’s shares owned —Number of years in office as a Director
1 yearAttendance at Board of Directors
16/16
meetings
Relationship of special interest in the(Note 2)Company

Shuichi Hashiyama(Date of birth: November 18, 1966)
Reelection

OutsideCareer summary, and position and responsibility in the Company
Apr. 1990
Joined TDK Corporation
Apr. 2019
General Manager, Energy Systems Business Group, Energy Solutions Business Company
Apr. 2021
Corporate Officer (current position)
Deputy General Manager, Corporate Strategy HQGeneral Manager of Corporate Planning Group
Apr. 2022
General Manager of Corporate Strategy HQ (current position)
June 2023
Outside Director of the Company (current position)
Significant concurrent positions outside the Company
Corporate Officer, General Manager of Corporate Strategy HQ of TDK Corporation
Reasons for nomination as a candidate for outside Director and outline of expected role
Shuichi Hashiyama has been involved in expanding the electronic components business within thedevelopment and sales divisions (including experience overseas) of TDK Corporation for many years andhas served as the chief officer of management strategy since April 2022. While he does not have any
experience in the management of a company other than serving as an outside officer, the Company judges
him as suitable to utilize his knowledge of and insights into sales, R&D, and management strategy tosupervise management of the Company and to provide advice to ensure the legality and appropriateness ofdecision-making by the Company’s Board of Directors, and proposes his reelection as outside Director.
[Message to shareholders from this candidate for Director]
Although there were signs of a moderate economic recovery in fiscal 2023, the business environment
surrounding the Company remained uncertain due to factors such as new international tensions in the
Middle East, continued high prices worldwide, and the slowdown of the Chinese economy.
Under such external conditions, we formulated our new medium-term management plan Vision 2026,
starting from fiscal 2024, with our purpose of “We transform the potential of fine particles into new
possibilities for our world.” at the core. Vision 2026 includes business strategies thoroughly discussed by
the executive side and places a stronger focus on material issues and ESG.
As an Outside Director, I will use my experience to monitor and support the executive side, and strive to
execute this plan and contribute to enhancing the Company’s corporate value.

8

Candidate
No.

6

Number of the Company’s shares owned—
Number of years in office as a Director—(Date of birth: September 24, 1973)
Attendance at Board of Directors meetings—
New election
OutsideIndependent Relationship of special interest in the Company None

Reiko Sodeno

Career summary, and position and responsibility in the Company
Mar. 1996
Graduated from the Department of Sanitary Engineering, Kyoto University (currently
Undergraduate School of Civil, Environmental and Resources Engineering, Kyoto
University)
Apr. 1997
Joined Environment Agency (currently Ministry of the Environment)
July 2004
Completed MPhil in Environmental Policy, Department of Land Economy, University ofCambridge, U.K.
Aug. 2009
Seconded to Ministry of Foreign Affairs
Aug. 2010
Deputy Director of Policy and Coordination Division, Global Environment Bureau,
Ministry of the Environment
Apr. 2015
Associate Professor, Faculty of Environment and Information Studies, Keio University
Doctorate in Global Environmental Studies, Graduate School of Global Environmental
Mar. 2018
Studies, Kyoto University
Professor, Planning Architecture and Environmental Systems, Faculty of Systems
Apr. 2018
Engineering and Science, Shibaura Institute of Technology (current position)
Significant concurrent positions outside the Company
Professor, Planning Architecture and Environmental Systems, Faculty of Systems Engineering andScience, Shibaura Institute of Technology
Reasons for nomination as a candidate for outside Director and outline of expected role
Reiko Sodeno has insight and experience as a researcher focusing on environmental issues such as waste
management and SDGs, and is currently engaged in research and teaching as a university professor. Whileshe does not have any experience in the management of a company, based on her extensive experience,high level of expertise, and broad insight, the Company judges her as suitable to provide beneficial advice
particularly for the environmental field that the Company is focusing on, and proposes her election as an
outside Director. Moreover, if she is elected, it is planned that she will be involved in decisions on selectionof candidates for the Company’s officers and remuneration, etc. for Officers from an objective and neutral
standpoint as a member of the Nomination & Remuneration Advisory Committee.
Notes.

1. Shuichi Hashiyama and Reiko Sodeno are candidates for outside Director.
2. Relationship of special interest in the Company
TDK Corporation is a major shareholder of the Company, holding 21.8% of the Company’s shares (Ownership ratio excluding
the Company’s 321 thousand shares of treasury stock). There are trading relationships between TDK Corporation and theCompany involving the sales of products, etc.
3. The Company’s Articles of Incorporation stipulate that it may enter into agreements that limit liability for damages provided in
Article 423, paragraph (1) of the Companies Act, in accordance with the provisions of Article 427, paragraph (1) of the same
Act, and the Company has entered into such a liability limitation agreement with Shuichi Hashiyama. If the reelection of Mr.
Hashiyama is approved, the Company plans to renew the aforementioned agreement with him. The Company plans to enter into
the same liability limitation agreement with Reiko Sodeno if her election is approved.
An outline of the main details of the agreement is as described on page 35 of the Business Report, “4 (1) (b) Summary of
Liability Insurance Agreement” (Japanese only).
4. The Company has entered into a directors and officers liability insurance policy provided for in Article 430-3, paragraph (1) of
the Companies Act with an insurance company, and an outline of the main details of the insurance policy is as described on
page 35 of the Business Report, “4 (1) (c) Summary of Directors and Officers Liability Insurance Policy, Etc.” (Japanese only).
If the election of each candidate for Director is approved, they will be included as insured persons under the insurance policy.
The Company also plans to renew the insurance policy with the same details at the next renewal.
5. Reiko Sodeno meets the requirements of an Independent Officer as defined by the Tokyo Stock Exchange, and if her election isapproved, the Company plans to designate her as an Independent Officer.
6. The name on the family register of Reiko Sodeno is Reiko Kanie, however the provided name is the name she uses in theworkplace.

9

Proposal No. 2: Election of Four Directors Who Are Audit and Supervisory Committee Members
The terms of office of all four Directors who are Audit and Supervisory Committee Members will expire at
the conclusion of the Meeting.
Therefore, the Company proposes the election of four Directors who are Audit and Supervisory Committee
Members.
In addition, the consent of the Audit & Supervisory Committee has been obtained for this proposal.
The candidates for Directors to be Audit and Supervisory Committee members are as follows:
Candidate
No.

Position and responsibility in the
CompanyName

New election

Corporate Officer- Chief Risk Officer and Internal
Control Officer

Attendance at Boardof Directors meetings
for the current fiscal
year

1

Kazumi Okimoto

2

Reelection
Shinsuke Hasegawa Outside
Independent

Outside Director who is an Audit andSupervisory Committee Member

100%(20/20)－3

Koji Kanazawa

Reelection
OutsideIndependent

Outside Director who is an Audit andSupervisory Committee Member

100%(20/20)4

Kazuya Uraisami

Reelection
OutsideIndependent

Outside Director who is an Audit andSupervisory Committee Member

100%(20/20)10

CandidateNo.

1

Number of the Company’s shares owned—
Number of years in office as a Director—
Attendance at Board of Directors meetings—
Relationship of special interest in the Company None

Kazumi Okimoto(Date of birth: March 3, 1959)
New election

Career summary, and position and responsibility in the Company
Apr. 1983
Joined the Hiroshima Bank, Ltd.,
Apr. 2013
Secondment from the Hiroshima Bank Ltd.
Executive Officer and Group Leader of Finance and Accounting, Corporate
Administration Division of the Company
Apr. 2015
Joined the Company, General Manager of Finance and Accounting Department,
Corporate Administration Division
Apr. 2016
Corporate Officer
Apr. 2017
Deputy General Manager of Corporate Planning Department
Apr. 2019
General Manager of Onoda Plant
Apr. 2020
General Manager of Otake Plant
June 2020
Corporate Officer (current position)
Apr. 2021
General Manager of Production Division
June 2021
General Manager of Human Resources Development, Production Division
June 2022
Chief Risk Officer and Internal Control Officer (current position)
Nov. 2022
President and Representative Director of Toda Fine Tech Inc.
Reasons for nomination as a candidate for Director who is an Audit and Supervisory Committee
memberKazumi Okimoto has been engaged in a wide range of business activities at a bank for many years, andsince joining the Company, he has been involved in finance and accounting and has served as chief risk
officer and internal control officer, as well as General Manager at manufacturing plants, and President ofan operating company in Japan. Based on this experience, he has considerable knowledge of finance,accounting, risk management and internal controls and insight related to corporate management. The
Company proposes his election as Director who is an Audit and Supervisory Committee member, judging
him suitable to be responsible for ensuring the soundness of management from a neutral and objective
perspective.

11

CandidateNo.

2

Shinsuke Hasegawa(Date of birth: January 8, 1966)
Reelection

OutsideNumber of the Company’s shares owned—
Number of years in office as a Director
2 years
Attendance at Board of Directors meetings
20/20
Independent Relationship of special interest in the Company None

Career summary, and position and responsibility in the Company
Oct. 1989
Joined Arthur Andersen LLC (currently KPMG AZSA LLC)
Apr. 2001
Joined Nomura Securities Co., Ltd.
Aug. 2005
Joined Morgan Stanley Japan Securities (currently Mitsubishi UFJ Morgan Stanley
Securities Co., Ltd.)
Dec. 2008
Representative of Hasegawa CPA Office (current position)
Mar. 2014
Outside Auditor of Hinokiya Group Co., Ltd. (current position)
June 2017
Outside Corporate Auditor of the Company
June 2022
Outside Director who is an Audit and Supervisory Committee Member (current
position)
Significant concurrent positions outside the Company
Representative of Hasegawa CPA Office, Outside Auditor of Hinokiya Group Co., Ltd.
Reasons for nomination as a candidate for outside Director who is an Audit and Supervisory
Committee member and outline of expected role
Shinsuke Hasegawa has abundant experience and broad insight as a certified public accountant. While hedoes not have any experience in the management of a company other than serving as an outside officer, he
has contributed to strengthening the functions of the Board of Directors and supervising the execution ofbusiness by checking and identifying risks, particularly in finance and accounting, as outside Corporate
Auditor since June 2017, and as outside Director who is an Audit and Supervisory Committee member
since June 2022. He has also contributed to enhancing the effectiveness of audits by the Audit andSupervisory Committee, and the Company proposes his reelection as outside Director who is an Audit andSupervisory Committee member in order to strengthen the Company’s audit function.
[Message to shareholders]
Looking at the world surrounding us, from last year when it seemed that the impact of the COVID-19
pandemic was stabilizing, we have faced a significantly different economic environment over the past year,
characterized by large fluctuations in exchange rates and continued inflation. I feel that the same thinking
as before will not be sufficient to respond to the various business risks that may arise in the future.
Despite these challenging conditions, we have started the new medium-term management plan Vision 2026
from fiscal 2024. This new medium-term management plan also takes into consideration how management
resources should be appropriately allocated from the aspect of capital efficiency, and incorporates various
measures with a focus on enhancing corporate value.
We will examine the impact of the risks described above and other risk factors on our management fromvarious angles to ensure that our management is being executed under appropriate risk management andthat the various measures under the new executive structure are appropriate from the perspective ofshareholders. I will continue to fulfill my duties as an Audit and Supervisory Committee member tocontribute to enhancing the corporate value of the Company.

12

CandidateNo.

3

Koji Kanazawa(Date of birth: April 20, 1979)
Reelection

OutsideNumber of the Company’s shares owned—
Number of years in office as a Director
2 years
Attendance at Board of Directors meetings
20/20
Independent Relationship of special interest in the Company None

Career summary, and position and responsibility in the Company
Oct. 2004
Joined Chuo Sogo Law Office, P.C.
Nov. 2012
Joined Rodyk & Davidson LLP (currently Dentons Rodyk)
Aug. 2013
Admitted to the New York State Bar
Jan. 2014
Deputy Director of Supervisory Coordination Division, Supervisory Bureau, Financial
Services Agency
Jan. 2016
Partner of Chuo Sogo Law Office, P.C. (current position)
June 2018
Outside Corporate Auditor of the Company
June 2018
Outside Corporate Auditor of Rakuten General Insurance Co., Ltd. (current
position)
June 2022
Outside Director who is an Audit and Supervisory Committee Member of theCompany (current position)
Significant concurrent positions outside the Company
Partner of Chuo Sogo Law Office, P.C., Outside Corporate Auditor of Rakuten General Insurance Co., Ltd.
Reasons for nomination as a candidate for outside Director who is an Audit and Supervisory
Committee member and outline of expected role
Koji Kanazawa has rich experience as an attorney and a wide range of knowledge regarding the law. While
he does not have any experience in the management of a company other than serving as an outside officer,
he has contributed to strengthening the functions of the Board of Directors and supervising the executionof business, by checking and identifying risks in contracts and the law as outside Corporate Auditor sinceJune 2018, and as outside Director who is an Audit and Supervisory Committee member since June 2022.
He has also contributed to enhancing the effectiveness of audits by the Audit and Supervisory Committee,
and the Company proposes his reelection as outside Director who is an Audit and Supervisory Committee
member in order to strengthen the Company’s audit function.
[Message to shareholders]
The Company celebrated its 200th anniversary of the start of business last year and will start the next
medium-term management plan from fiscal 2024. A number of uncertainties pose significant challenges to
the global economy, such as unstable market trends caused by the risk of conflicts around the world, orsevere exchange rate fluctuations, and we are not exempt from this.
As outside Director who is an Audit and Supervisory Committee member, I will focus on strengthening
risk management and compliance for the Group, and will strive to support fair management decisions insuch an uncertain business environment. I will endeavor to establish a solid management foundation thatwill support sustainable growth, in order to fulfill the Company’s purpose of “transforming the potentialof fine particles into new possibilities for our world.”

13

Candidate
No.

4

Number of the Company’s shares owned—
Number of years in office as a Director
2 years(Date of birth: November 28, 1957)
Attendance at Board of Directors meetings
20/20
Reelection
OutsideIndependent Relationship of special interest in the Company None

Kazuya Uraisami

Career summary, and position and responsibility in the Company
Apr. 1981
Joined The Sumitomo Bank, Limited (currently Sumitomo Mitsui Banking Corporation)
Dec. 1993
General Manager of Credit Department of Union Bank of Switzerland (currently UBS)
and other positions
May 1997
General Manager of Credit Department of Merrill Lynch Securities Co., Ltd. and otherpositionsFeb. 2005
General Manager of Head Office Financial Evolution Planning and Promotion Divisionof SANYO Electric Co., Ltd. and other positions
June 2011
President of MBK Co., Ltd. and other positions
May 2013
Executive Vice President of Kameichi Co., Ltd.
May 2014
Senior Managing Director of Asahi Techno Plant Co., Ltd.
Mar. 2018
Representative of Marginal LLC (current position)
June 2020
Outside Corporate Auditor of the Company
June 2022
Outside Director who is an Audit and Supervisory Committee Member (current
position)
Significant concurrent positions outside the Company
Representative of Marginal LLC
Reasons for nomination as a candidate for outside Director who is an Audit and Supervisory
Committee member and outline of expected role
Kazuya Uraisami was involved in the credit departments of financial institutions for many years and also
has abundant experience and broad insight as a corporate manager. He has contributed to strengthening thefunctions of the Board of Directors and supervising the execution of business, by checking and identifying
risks from a wide-ranging perspective not only in terms of finance and accounting, as outside Corporate
Auditor since June 2020, and as outside Director who is an Audit and Supervisory Committee member
since June 2022. He has also contributed to enhancing the effectiveness of audits by the Audit andSupervisory Committee, and the Company proposes his reelection as outside Director who is an Audit andSupervisory Committee member in order to strengthen the Company’s audit function.
[Message to shareholders]
The structure of the Board of Directors is becoming diverse, with more women and foreign nationals being
appointed as directors. In addition, with regard to the importance of outside directors with expertise incorporate finance, the Tokyo Stock Exchange has called for promoting “Management that is Conscious of
Cost of Capital and Stock Price,” while the Ministry of Economy, Trade and Industry has suggested
appointing outside directors with knowledge of the capital market in their revised “Practical Guidelines for
Corporate Governance Systems (CGS Guidelines).” Increasingly, companies are operating with anawareness of weighted average cost of capital (WACC) and return on invested capital (ROIC). I hope tocontribute to enhancing corporate value under strong governance and compliance by leveraging my pastexperience.
Notes.

1. Shinsuke Hasegawa, Koji Kanazawa, and Kazuya Uraisami are candidates for outside Director who are Audit and Supervisory
Committee members.
2. The Company’s Articles of Incorporation stipulate that it may enter into agreements that limit liability for damages provided in
Article 423, paragraph (1) of the Companies Act, in accordance with the provisions of Article 427, paragraph (1) of the same
Act, and the Company has entered into such a liability limitation agreement with Shinsuke Hasegawa, Koji Kanazawa, andKazuya Uraisami. If the reelection of them is approved, the Company plans to renew the aforementioned agreements with them.
The Company plans to enter into the same liability limitation agreement with Kazumi Okimoto if his election is approved. An
outline of the main details of the agreement is as described on page 35 of the Business Report, “4 (1) (b) Summary of Liability
Insurance Agreement” (Japanese only).
3. The Company has entered into a directors and officers liability insurance policy provided for in Article 430-3, paragraph (1) of
the Companies Act with an insurance company, and an outline of the main details of the insurance policy is as described on
page 35 of the Business Report, “4 (1) (c) Summary of Directors and Officers Liability Insurance Policy, Etc.” (Japanese only).
If the election of each candidate for Director who is an Audit and Supervisory Committee member is approved, they will be
included as insured persons under the insurance policy. The Company also plans to renew the insurance policy with the samedetails at the next renewal.
4. The Company has submitted notification to the Tokyo Stock Exchange that Shinsuke Hasegawa, Koji Kanazawa, and Kazuya
Uraisami have been designated as Independent Officers as defined by the Tokyo Stock Exchange. If their reelection is approved,
the Company plans to continue having them as Independent Officers.
5. Shinsuke Hasegawa, Koji Kanazawa, and Kazuya Uraisami served as non-executive officers (Outside Corporate Auditors) of
the Company in the past.

14

(For reference)
Structure of Board of Directors after election and skill matrix
If Proposal No. 1 and Proposal No. 2 are approved as drafted, the structure of the Board of Directors
and the major skills, experience, and knowledge of each Director shall be as indicated below.
Corporate/ Internationality/
Production/
Business
GlobalProcurement
Management Experience

Position in the Company

Name
Director

Tsuneaki Kubo
Director

Shigeru Takaragi

Sales/
Marketing

●

●

●

●

●

●

●

●

●

●

●

Dai Matsuoka
Atsushi Tomokawa

Technology/
R&D●

Director

Director

Quality
Control●

Finance/
Accounting

Personnel/
Labor
Legal/
Relations/
Compliance
Human
Resource
Development

●

●

●

ESG

●

●

●

●

●

●

Outside Director●

Shuichi
Hashiyama

●

●

●

●

●

●

Outside Director

Reiko
SodenoIndependent●

Director who is an Audit andSupervisory Committee Member(fulltime)

●

●

●

●

●

Kazumi Okimoto
Outside Director who is an Audit
andSupervisory

Committee

Member

Shinsuke
Hasegawa

●

●

●

●

●

●

●

Independent

Outside Director who is an Audit
andSupervisory

Committee

Member

Koji
Kanazawa●●

Independent

Outside Director who is an Audit
andSupervisory

Committee

MemberKazuyaUraisami●

Independent* The above table is not an exhaustive list of the expertise and experience of the candidates.

15

●

●

Consolidated financial statements
Consolidated balance sheets(Millions of yen)
As of March 31, 2024
AssetsCurrent assets
Cash and deposits
Notes and accounts receivable - trade
Merchandise and finished goods
Work in process
Raw materials and supplies
Other
Allowance for doubtful accounts
Total current assets
Non-current assets
Property, plant and equipment
Buildings and structures, net
Machinery, equipment and vehicles, net
LandConstruction in progress
Other, net
Total property, plant and equipment
Intangible assets
Goodwill
Other
Total intangible assets
Investments and other assets
Investment securities
Investments in capital of subsidiaries and associates
Long-term loans receivable
Retirement benefit asset
Other
Allowance for doubtful accounts
Total investments and other assets
Total non-current assets
Total assets

16

8,164
8,712
4,662
2,476
4,718
1,587
(11)
30,309

1,583
1,686
4,887
210
492
8,860
2,497
13
2,510
3,290
8,016
4
553
170
(3)
12,033
23,40453,714

(Millions of yen)
As of March 31, 2024
Liabilities
Current liabilities
Notes and accounts payable - trade
Short-term borrowings
Current portion of long-term borrowings
Income taxes payable
Provision for bonuses
Other
Total current liabilities
Non-current liabilities
Long-term borrowings
Long-term accounts payable - other
Retirement benefit liability
Deferred tax liabilities
Other
Total non-current liabilities
Total liabilities
Net assets
Shareholders’ equity
Share capital
Capital surplus
Retained earnings
Treasury shares
Total shareholders’ equity
Accumulated other comprehensive income
Valuation difference on available-for-sale securities
Foreign currency translation adjustment
Remeasurements of defined benefit plans
Total accumulated other comprehensive income
Share acquisition rights
Non-controlling interests
Total net assets
Total liabilities and net assets

17

3,507
9,113
4,712
148
314
3,832
21,62913,490
112
2,342
1,427
186
17,55939,189

7,477
4,306
(425)
(1,447)
9,910
1,389
2,016
543
3,950
97
567
14,52553,714

Consolidated statements of income

Net sales
Cost of sales
Gross profit
Selling, general and administrative expenses
Operating profit
Non-operating income
Interest income
Dividend income
Rental income
Foreign exchange gains
Share of profit of entities accounted for using equity method
Miscellaneous income
Total non-operating income
Non-operating expenses
Interest expenses
Miscellaneous losses
Total non-operating expenses
Ordinary profit
Extraordinary income
Gain on disposal of non-current assets
Gain on sale of investment securities
Gain on step acquisitions
National subsidies
Compensation income
Total extraordinary income
Extraordinary losses
Loss on disposal of non-current assets
Impairment losses
Other
Total extraordinary losses
Loss before income taxes
Income taxes - current
Income taxes - deferred
LossProfit attributable to non-controlling interests
Loss attributable to owners of parent

18(Millions of yen)
Fiscal year ended
March 31, 2024
26,234
20,368
5,865
5,748
117
70
64
40
447
673
106
1,403
321
30
352
1,168
17
76
475
23
187
780
64
4,869
0
4,934
(2,985)345
133(3,464)116(3,581)

Consolidated statements of changes in equity
Fiscal year ended March 31, 2024
(Millions of yen)
Shareholders’ equity
Share capital
Balance at beginning of
periodCapital surplus

7,477

Retained earnings

4,288

Total shareholders’equityTreasury shares

3,155(1,468)13,453

Changes during period
Loss attributable to ownersof parent(3,581)(3,581)

Changes in ownershipinterest of parent due totransactions with noncontrolling interests

28
28

Purchase of treasury shares
Disposal of treasury shares

(11)

(0)

(0)

21

10

Net changes in items otherthan shareholders’ equity
Total changes during period―

17(3,581)20(3,542)

Balance at end of period

7,477

4,306

(425)

(1,447)

9,910

Accumulated other comprehensive income
Valuationdifference on
available-forsale securities
Balance at beginning of
period688

Foreigncurrencytranslation
adjustment

Total
accumulatedof defined benefit
other
plans
comprehensive
incomeRemeasurements

1,368

332

2,389

Share
acquisitionrights86

Non-controllinginterests

Total net assets

630

16,559Changes during period
Loss attributable to ownersof parent(3,581)

Changes in ownershipinterest of parent due totransactions with noncontrolling interests

28

Purchase of treasury shares(0)

Disposal of treasury shares

10

Net changes in items otherthan shareholders’ equity

701

648

211

1,560

10

(63)

1,508

Total changes during period

701

648

211

1,560

10

(63)

(2,034)

Balance at end of period

1,389

2,016

543

3,950

97

567

14,52519

Non-consolidated financial statements
Non-consolidated balance sheets(Millions of yen)
As of March 31, 2024
AssetsCurrent assets
Cash and deposits
Notes receivable - trade
Accounts receivable - trade
Merchandise and finished goods
Work in process
Raw materials and supplies
Prepaid expenses
Accounts receivable - other
Short-term loans receivable
Current portion of long-term loans receivable
Other
Allowance for doubtful accounts
Total current assets
Non-current assets
Property, plant and equipment
Buildings
Structures
Machinery and equipment
Tools, furniture and fixtures
Land
Construction in progress
Other
Total property, plant and equipment
Investments and other assets
Investment securities
Shares of subsidiaries and associates
Investments in capital of subsidiaries and associates
Long-term loans receivable from subsidiaries and associates
Other
Allowance for doubtful accounts
Total investments and other assets
Total non-current assets
Total assets

20

2,909
806
4,511
2,532
1,677
1,126
13
307
1,080
1,157
134
(128)
16,128

898
16
234
0
4,230
198
0
5,577
2,858
1,662
9,517
1,561
57
(12)
15,644
21,22137,350(Millions of yen)
As of March 31, 2024
Liabilities
Current liabilities
Accounts payable - trade
Short-term borrowings
Current portion of long-term borrowings
Accounts payable - otherAccrued expenses
Income taxes payable
Advances received
Deposits received
Unearned revenue
Provision for bonuses
Accounts payable - facilities
Other
Total current liabilities
Non-current liabilities
Long-term borrowings
Deferred tax liabilities
Provision for retirement benefits
Other
Total non-current liabilities
Total liabilities
Net assets
Shareholders’ equity
Share capital
Capital surplus
Legal capital surplus
Other capital surplus
Total capital surplus
Retained earnings
Other retained earnings
Reserve for tax purpose reduction entry of non-current assets
Retained earnings brought forward
Total retained earnings
Treasury shares
Total shareholders’ equity
Valuation and translation adjustments
Valuation difference on available-for-sale securities
Total valuation and translation adjustments
Share acquisition rights
Total net assets
Total liabilities and net assets

21

2,116
7,885
4,674
250
225
55
10
44
9
222
503
5
16,004
13,278646
1,472
37
15,43531,440

7,477
1,869
2,386
4,255

86
(5,949)(5,862)(1,447)
4,422
1,389
1,389
97
5,910
37,350Non-consolidated statements of income

Net sales
Cost of sales
Gross profit
Selling, general and administrative expenses
Operating loss
Non-operating income
Interest income
Dividend income
Rental income
Foreign exchange gains
Reversal of allowance for doubtful accounts
Reversal of provision for loss on guarantees
Miscellaneous income
Total non-operating income
Non-operating expenses
Interest expenses
Miscellaneous losses
Total non-operating expenses
Ordinary loss
Extraordinary income
Gain on sale of investment securities
Gain on disposal of non-current assets
National subsidies
Compensation income
Total extraordinary income
Extraordinary losses
Loss on disposal of non-current assets
Loss on sale of investment securities
Loss on valuation of shares of subsidiaries and associates
Impairment loss
Total extraordinary losses
Loss before income taxes
Income taxes – current
Loss

22

(Millions of yen)
Fiscal year ended
March 31, 2024
15,431
12,825
2,605
4,158
1,552
69
738
39
472
298
52
73
1,745
254
13
268
(75)
76
17
23
187
305
62
0
445
4,856
5,365
(5,135)93(5,228)

Non-consolidated statements of changes in equity
Fiscal year ended March 31, 2024
(Millions of yen)
Shareholders’ equity
Capital surplus

Retained earnings
Other retained earnings

Share capital Legal capital Other capital Total capitalsurplussurplussurplus
Balance at beginning of period

7,477

1,869

2,397

Reserve for tax
purpose reduction
entry of non-current
assets4,267

Total retained
Retainedearnings
earnings brought
forward

86

Loss

(720)

(633)

(5,228)(5,228)Purchase of treasury shares
Disposal of treasury shares

(11)

(11)

Net changes in items otherthan shareholders’ equity
Total changes during period
Balance at end of period

-

-

(11)

(11)

-

(5,228)(5,228)

7,477

1,869

2,386

4,255

86

(5,949)(5,862)

ShareacquisitionrightsTotal net
assets86

10,416

Shareholders’ equity
TreasurysharesBalance at beginning of period(1,468)

Loss

Valuation and translation adjustments

Totalshareholders’equityValuation difference
on available-for-salesecurities

Total valuationand translation
adjustments

9,641

688

688

(5,228)(5,228)Purchase of treasury shares

(0)

(0)

(0)

Disposal of treasury shares

21

10

10

Net changes in items otherthan shareholders’ equity

701

701

10

712

Total changes during period

20(5,219)

701

701

10

(4,506)

Balance at end of period(1,447)

4,422

1,389

1,389

97

5,910

23