Securities Code: 5018
May 8, 2023
(Start of electronic provision: May 2, 2023)

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

MORESCO Corporation
Motohisa Morozumi,
President and Representative Director

Notice of the 65th Ordinary General Meeting of Shareholders
On behalf of the Board, I would like to thank you, our valued Shareholders, for your continued
support.
MORESCO Corporation (hereinafter, the “Company” or “MORESCO”) is pleased toannounce that the 65th Ordinary General Meeting of Shareholders will be held on the date andat the venue specified below.
In convening this general meeting, the Company electronically provides information
contained in the Reference Materials for the General Meeting of Shareholders, etc. (hereinafter,“Electronic Provision Matters”) by posting it on its corporate website as “Notice of the 65th
Ordinary General Meeting of Shareholders” and “Other Electronic Provision Matters (mattersomitted in the document for delivery).”[MORESCO corporate website]
https://www.moresco.co.jp/en/ir/shareholders_info.php
Besides the above, the same information is also posted on the website of Tokyo Stock
Exchange.
[Tokyo Stock Exchange website (TSE Listed Company Search service)]https://www2.jpx.co.jp/tseHpFront/JJK020010Action.do?Show=Show
Enter “MORESCO” for the Issue name (company name) or the Company’s securities code
“5018” for the Code, and check “Notice of General Shareholders Meeting/Informational
Materials for a General Shareholders Meeting” under “Basic information” and “Documentsfor public inspection/PR information.”
Regarding attendance at the General Meeting of Shareholders, we would like to ask you to make a careful
decision, taking into consideration the COVID-19 situation and your own health condition on the day of themeeting, including the option of exercising your voting rights in writing (by mail) or via the Internet.
If you exercise your voting rights by filling in a voting form or via the Internet, please refer to theReference Materials for the General Meeting of Shareholders contained in the Electronic Provision Mattersand exercise your voting rights in accordance with the methods described on pages 5 and 6 by 5:35 p.m. on
Monday, May 29, 2023.
For specific measures to be taken on the day of the General Meeting, please read the “Measures for thePrevention of COVID-19 Infection” on page 3.

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1.

Date and Time:

2.

Venue:

3.

Agenda:Matters to Be Reported

10:00 a.m., Tuesday, May 30, 2023
(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.)
Item 1. Business Report on the 65th fiscal year from March 1, 2022 toFebruary 28, 2023, the Consolidated Financial Statements, andresults of the audit by the Accounting Auditor and the Audit andSupervisory Committee of the Consolidated Financial Statements
Item 2. Non-consolidated Financial Statements for the 65th fiscal year
from March 1, 2022 to February 28, 2023

Matters to Be Resolved
Agendum 1:
Agendum 2:

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

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<Measures for the Prevention of COVID-19 Infection>
In holding the 65th Ordinary General Meeting of Shareholders, we place the highest priority on the healthand safety of our shareholders. Our measures for the prevention of COVID-19 infection are as described
below. We sincerely ask for your understanding and cooperation.
● Attendance at the General Meeting of Shareholders
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 Shareholders
The Japanese Government has recently revised the “Basic Policies for Novel Coronavirus Disease
Control,” and wearing of masks is now basically left to the individual’s discretion. Based on thisrevision of the government policy, the Company will not uniformly request you to wear a mask but ask
each stockholder to decide for himself/herself whether or not to wear a mask. As a measure to prevent
infection, we plan to place alcohol-based disinfectant for your hands at the entrance of the venue. Please
understand that you may be asked to refrain from entering the venue if you appear to be ill.
Please also note that you may be asked by the staff to leave the venue if you do not appear to be ingood health at the venue.
● Seating at the venue of the General Meeting of Shareholders
We will maintain considerable distance between the seats as we did in the previous year.
* Any major changes to the General Meeting of Shareholders that may arise, such as changes to the venue
or opening time, etc., due to future circumstances will be posted on our corporate website(http://www.moresco.co.jp/). So please check the information via the Internet.

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<Other notes>









Small gifts will no longer be presented to attendees of the General Meeting of Shareholders. We
appreciate your understanding.
Cancellation of the get-together party for shareholders
We have decided to cancel the get-together party between our Directors and shareholders, which has
usually been held after the General Meeting of Shareholders, considering the difficulty in ensuring
fairness between shareholders who are able to attend the General Meeting and shareholders who areunable to do so. We sincerely apologize to our shareholders who were looking forward to this event.
We appreciate your understanding.
When attending the meeting, please submit the enclosed Voting Rights Exercise Form to the reception
at the meeting venue. Please also bring this notice of convocation with you for the sake of saving
resources.
If a proxy attends the General Meeting of Shareholders, the proxy shall be a MORESCO stockholder
who has a voting right pursuant to the provisions of Article 16 of MORESCO’s Articles ofIncorporation. In such a case, a document legitimizing the proxy must be submitted to MORESCO.
Notification of resolutions will be posted on our corporate website (https://www.moresco.co.jp/) inplace of the written notification, from the viewpoint of saving resources to help protect the global
environment. We appreciate your understanding.

＜On-demand distribution of the video of the General Meeting of Shareholders＞
 A video of a part of the proceedings of the General Meeting of Shareholders will be available for ondemand viewing from a later date (scheduled to be in early June 2023) on our website(https://www.moresco.co.jp/ir/shareholders_info.php). ※Japanese only.Please access the website if you
are interested.
 Cameras will be placed at the venue on the day of the General Meeting of Shareholders for the above
video recording. In consideration of the privacy of the shareholders attending, attention will be paid sothat only the screen images and the area around the seats of our directors will be video recorded.
However, some of the shareholders present may be inevitably included in the video. We would
appreciate your understanding.

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Reference Materials for the General Meeting of Shareholders
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
shareholders 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: 184,550,600
yen
Since 20 yen per share of the Company’s common stock was paid as an interim dividend in
November 2022, the annual dividend will be 40 yen per share.
(3) Date on which distribution of retained earnings takes effectMay 31, 2023
2.

Matters concerning disposal of other retained earnings(1) Retained earnings item to be decreased and its amount
Retained earnings brought forward:
450,000,000 yen(2) Retained earnings item to be increased and its amount
General reserve:
450,000,000 yen-5-Agendum 2. 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 Shareholders. 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
of Tokyo Sales, Sales Department III, MORESCO
Corporation
March 2007 General Manager, Sales Department, Hot Melt
Adhesive, MORESCO Corporation
May 2008
Executive Officer General Manager, Sales
Department, Hot Melt Adhesive, MORESCO
Corporation
March 2011 Executive Officer Division Manager, Hot Melt
Adhesive 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

29,131[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, including promoting sustainability management. 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 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

17,730[Reasons for nomination as Director]
Nobuhiro Sewaki has served as General Manager of the Sales Department, Functional Fluids Division for many years,
and assumed the positions of President and Representative Director of an overseas subsidiary of the Company inMarch 2015. Because of his abundant experience and knowledge of the 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

9,050

[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. In FY2022, he promoted the establishment of acompany-wide, cross-divisional R&D system. 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
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

4,742

[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
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
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)
May 2022
Director, MORESCO Corporation (current position)

Number of theCompany’s shares held

784

[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 the management of the company through working as the store manager
of several flagship stores of the department store. She thus has abundant experience and knowledge of corporate
management. Although she has no experience of being involved in the management of a company as a director, she
has abundant experience of corporate management as an executive officer of a major department store as describedabove. By making use of this experience and knowledge, she has provided us with guidance and advice onmanagement of the Company and the career development of female employees and female managers of the Company,and has contributed to their training. She has been nominated as a candidate for External Director of MORESCO
Corporation, as we expect that she will continue to provide us with guidance and advice based on her experience andknowledge.

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(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,
2023, before the expiration of their term of office.
4. Special notes related to the candidates for external directors are as follows.
(1) Term of office
The term of office of Hiroko Fuji as an External Director will be one year at the conclusion of this General
Meeting.
(2) Contract for limitation of liability
The Company has entered into a contract with Hiroko Fuji which limits the liability for damages in Paragraph
1, Article 423 of the Companies Act, in accordance with the Articles of Incorporation, pursuant to theprovisions of Paragraph 1, Article 427 of the Companies Act. The liability for damages under the said
contract is limited to the statutory amount, and the Company plans to continue the same contract if her
reappointment is approved.
5. The Company has registered Hiroko Fuji as an independent officer in accordance with the regulations of Tokyo
Stock Exchange, Inc. The Company plans to continue to have Hiroko Fuji act as an independent officer if her
reappointment is approved.
6. The number of the Company’s shares held by Motohisa Morozumi, Nobuhiro Sewaki, Hirofumi Fujimoto, andHiroko Fuji includes their equity in the MORESCO Officers’ stock ownership plan.

[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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[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

R&D

Internationality

Sales/
marketing

Production

Motohisa
Morozumi

Male

61















Nobuhiro
Sewaki

Male

59















Yasuo
Sakane

Male

64















Hirofumi
Fujimoto

Male

56















Female

62















Male

60

Director

Name

Director (Audit and Supervisory Committee Member)

HirokoFuji

Type

External
Independent

Mikio
Honda

Kazuo
Machigaki

External
Independent

Male

72

Mikio
NakajoExternal
Independent

Male

60

Hidetoshi
Nakatsuka

External
Independent

Male

58

Legal/
Finance/governance accounting















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

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