Securities Code: 5018
May 10, 2021
To All Stockholders:Tamio Akada CEO, Representative Director and Chairman
5-5-3 Minatojima Minamimachi, Chuo-ku, Kobe, Hyogo

Notice of the 63rd Ordinary General Meeting of Stockholders
On behalf of the Board, I would like to thank you, our stockholders, for your continued support.
MORESCO Corporation (hereinafter, the “Company” or “MORESCO”) cordially notifies that the63rd 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
the Ordinary General Meeting of Stockholders on the day.
If you exercise your voting rights by filling in voting form or via the Internet, please refer to theattached Reference Materials for the General Meeting of Shareholders and exercise your voting
rights in accordance with the methods described on pages 4 and 5 by 5:35 p.m. on Thursday, May
27, 2021.
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:

10:00 a.m., Friday, May 28, 2021
(Reception will open at 9:00 a.m.)

2. Venue:

Kairaku Hall (B1F, Main Building), Kobe Portopia Hotel
6-10-1 Minatojima Nakamachi, Chuo-ku, Kobe
(Please see the venue map provided herewith.)

3. Agenda:
Matters to be Reported
Item 1. Business Report on the 63rd fiscal year from March 1, 2020 to February 28, 2021, theConsolidated Financial Statements, and results of audit by the Accounting Auditor andthe Audit and Supervisory Committee of the Consolidated Financial Statements
Item 2. Non-consolidated Financial Statements for the 63rd fiscal year from March 1, 2020 toFebruary 28, 2021
Matters to be Resolved
Agendum 1:
Agendum 2:
Agendum 3:

Disposal of Retained Earnings
Election of Five Directors (Except Directors Who Are Audit andSupervisory Committee Members)
Revision of the Restricted Period for Transfer of Remuneration for
Directors (Except Directors Who Are Audit and Supervisory Committee
Members and External Directors) for Granting of Shares with
Restrictions on Transfer

<Measures for the Prevention of the COVID-19 New Coronavirus Infection>
In holding the 63rd Ordinary General Meeting of Stockholders, we place the highest priority on
the health and safety of our stockholders. Our measures for the prevention of the COVID-19 newcoronavirus infection are as described below. We sincerely ask for your understanding andcooperation.
● Attendance at the General Meeting of Stockholders
Please exercise your voting rights at the Ordinary General Meeting of Shareholders 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 dateof the meeting and confirm that you are in good health without a fever before leaving home forthe 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 to spray alcohol-based disinfectant on your hands and check your temperature bythermography, etc. at the entrance of the venue. Please understand that you may be asked torefrain from entering the venue if you do not cooperate in wearing masks or if you are found tohave 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 officers and staff members will be wearing masks during themeeting.
● 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 placedwith more distance maintained between seats. Therefore, even if you arrive on the day of theevent, 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 in orderto shorten the time spent by shareholders.
● Cancellation of the get-together party for stockholders
As with last year, we have decided to cancel the get-together party between our officers andstockholders, which is 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 appreciate your understanding.
＊ Any major changes to the General Meeting of Stockholders that may arise, such as changes tothe venue or opening time, etc., due to future circumstances will be posted on our corporatewebsite (https://www.moresco.co.jp/).
So please check for the information via the internet.

<Other notes>● Small gifts are no longer presented to attendees of the General Meeting of Stockholders. We
appreciate your understanding.
● When attending the meeting, please submit the enclosed Voting Rights Exercise Form to thereception at the meeting venue.
Please also bring this notice of convocation with you for the sake of resource saving.
● Among the documents required to be attached to this notice of convocation, items that should
be presented as the “Notes to Consolidated Financial Statements” and the “Notes to Nonconsolidated Financial Statements” have not been included in the attached documents as they
have been posted on the MORESCO’s website (https://www.moresco.co.jp/) pursuant to laws
and regulations as well as the provisions of Article 12 of MORESCO’s Articles of Incorporation.
These items that should be presented as the “Notes to Consolidated Financial Statements” andthe “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, orReference Materials for the General Meeting of Stockholders, the revised information will be
posted on the aforementioned MORESCO’s website.
● If a proxy attends the General Meeting of Stockholders, the proxy shall be a MORESCO’s
stockholder who has a voting right pursuant to the provisions of Article 16 of MORESCO’s Articles
of Incorporation. In such a case, a document to legitimize the proxy must be submitted to
MORESCO.
● As in the previous year, notification of resolutions will be posted on the above mentioned website
in place of the written notification, from the viewpoint of saving resources to help protect the
global environment. We appreciate your understanding.

Appendix
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
stockholders in light of business performance, etc. while securing retained earnings required for the
future business expansion and the enhancement of management structure.
Based on this policy, the Company plans to pay out 25 yen per share as a year-end dividend as
described below.
(1) Type of dividend
Cash(2) Matters concerning appropriation of dividend and total amount thereof
25 yen per share of the Company’s common stock
Total amount of dividends: 234,385,750 yen
Since 15 yen per share of the Company’s common stock was paid as an interim dividend in
November 2020, the annual dividend will be 40 yen per share.
(3) Date on which distribution of retained earnings takes effectMay 31, 2021

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 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 shouldbe elected.
Regarding this agendum, the Audit and Supervisory Committee of the Company has commented thatthe candidates and their election processes were reasonable.
The candidates for Directors are as described below.
Personal history, position and duty at the Company, and significant
concurrent positions outside the Company

Number of theCompany’s
shares held

No.

Name
(Date of birth)1Joined HBF Japan (currently, Sekisui Fuller
Company, Ltd.)
Joined MORESCO Corporation
March 1999
Section Manager of Tokyo Sales, Sales
Department III, MORESCO Corporation
General Manager, Sales Department, Hot Melt
March 2007
Adhesive, MORESCO Corporation
Executive Officer
May 2008
General Manager, Sales Department, Hot Melt
Adhesive, MORESCO Corporation
Executive Officer
March 2011
Division Manager, Hot Melt Adhesive andGeneral Manager, Sales Department, Hot Melt
Adhesive, MORESCO Corporation
Director and Executive Officer
May 2011
Division Manager, Hot Melt Adhesive andGeneral Manager, Sales Department, Hot Melt
Adhesive, MORESCO Corporation
President and Representative Director of PT.
January 2012
Motohisa
MORESCO MACRO ADHESIVE
Morozumi
19,962(April 23,
Director and Managing Executive Officer
May 2014
1962)
Division Manager, Hot Melt Adhesive andGeneral Manager, Sales Department, Hot Melt
Adhesive, MORESCO Corporation
Director and Managing Executive Officer
March 2015
Division Manager, Hot Melt Adhesive,
MORESCO Corporation
Director and Managing Executive Officer
March 2016
Division Manager, Hot Melt Adhesive andGeneral Manager, Akoh Plant, Hot Melt Adhesive,
MORESCO Corporation
Director and Managing Executive Officer
June 2016
Division Manager, Hot Melt Adhesive,
MORESCO Corporation
Director and Senior Managing Executive Officer
May 2017
Division Manager, Hot Melt Adhesive andDivision Manager, Metal Working Fluids,
MORESCO Corporation
President and Representative Director, COO,
May 2018
MORESCO Corporation (current position)[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 new markets 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 business execution, and has led all Divisions and subsidiaries both inJapan and overseas. He has been nominated as a candidate for director of MORESCO Corporation as
we conclude that he would be able to continue to contribute to sustainably increasing the corporate valueof MORESCO Corporation and the MORESCO Group as a director. He is scheduled to be appointed
President and CEO (Chief Executive Officer) at this General Meeting of Stockholders and the Board of
Directors’ Meeting to be held upon conclusion of this General Meeting of Stockholders.
April 1987

No.

Name
(Date of birth)

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

2

Number of theCompany’s
shares held

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 of
MORESCO (Thailand) Co., Ltd.
May 2015
Executive Officer in charge of Southeast Asia,
Nobuhiro
MORESCO Corporation
Sewaki
May 2016
Senior Executive Officer in charge of Southeast
14,033(March 23,
Asia, MORESCO Corporation
1964)
February
President and Representative Director of2017
MORESCO HM&LUB INDIA PRIVATE LIMITED(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(current position)
November
Chairman of Wuxi More Tex Technology Co., Ltd.
2020
(current position)[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 theCompany’s overseas subsidiaries since March 2015. As evidenced by these management positions,
he possesses sufficient experience and knowledge with regard to the Company and its subsidiaries.
Based on such experience and knowledge, he was appointed Director in May 2017 and Director in
charge of Global Operations in May 2018, and has supervised overseas group companies inpromoting business expansion. He has been nominated as a candidate for director of MORESCO
Corporation as we conclude that he would be able to continue to contribute to sustainably increasing
the corporate value of MORESCO Corporation and the MORESCO Group as a director. He isscheduled to be appointed COO (Chief Operating Officer) and Senior Managing Executive Officer atthis General Meeting of Stockholders and the Board of Directors’ Meeting to be held upon conclusionof this General Meeting of Stockholders.

No.

Name
(Date of birth)

Personal history, position and duty at the Company, andsignificant concurrent positions outside the Company
October
2003

3

Number of theCompany’s
shares held

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 of Komag, Inc.
October
Technologist of Western Digital Media Operations
2007(currently, Western Digital Technologies, Inc.)
March 2016 Rejoined MORESCO Corporation
Executive Officer of MORESCO Corporation
Division Manager of Synthetic Lubricants,
MORESCO Corporation
Yasuo
March 2016 Executive Officer
Sakane
6,050
Division Manager, Synthetic Lubricants and(June 7, 1958)
General Manager, Synthetic Lubricants
Development Department,
MORESCO Corporation
June 2016
Executive Officer of MORESCO Corporation
Division Manager, Synthetic Lubricants,
MORESCO Corporation
May 2018
Director and Senior Executive Officer, CTO,
Division Manager, Synthetic Lubricants andGeneral Manager, Corporate R&D Department,
MORESCO Corporation
March 2021 Director and Senior Executive Officer, CTO,
General Manager, Life Science R&D Department,
MORESCO Corporation (current position)[Reasons for nomination as Director]
Yasuo Sakane had been involved in R&D at overseas hard disk drive manufacturers over many years
and has served as Executive Manager of the Synthetic Lubricants Division at MORESCO Corporation
since joining the Company. He has abundant experience and knowledge of global business andsurface lubricants for hard disks which are one of MORESCO Corporation’s mainstay products. Basedon such experience and knowledge, he was appointed Director and CTO (Chief Technology Officer)of MORESCO Corporation in May 2018 to supervise the R&D segment, and he was appointed General
Manager of the Life Science Development Department in March 2021, with the responsibility ofpromoting research and development projects that will lead to new business fields. He has been
nominated as a candidate for director of MORESCO Corporation as we conclude that he would be
able to continue to contribute to sustainably increasing the corporate value of MORESCO Corporationand the MORESCO Group as a director.

No.

Name
(Date of birth)

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

4

Number of theCompany’s
shares held

Deputy General 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 Services Department,
Trust & Custody Services Bank, Ltd. (currently,
Custody Bank of Japan, Ltd.)[New]May 2017
Senior Manager, Internal Audit Department,
Hirofumi
Mizuho Bank, Ltd.
Fujimoto
443
March 2019 Joined MORESCO Corporation.
(July 14,
Deputy General Manager, Strategy Planning
1966)
Department
March 2020 General Manager, Overseas Sales Department,
Hot Melt Adhesive, MORESCO Corporation
January
Executive Officer in charge of Administrative
2021
Division, CFO, MORESCO Corporation
March 2021 Executive Officer in charge of Administrative
Division and Safety, CFO, MORESCO
Corporation (current position)[Reasons for nomination as Director]
Hirofumi Fujimoto worked for a major bank for many years and was involved in sales and audit
operations for financial institutions, manufacturers and institutional investors, and therefore has
extensive experience in and knowledge of various industries and operations. After joining MORESCO
Corporation, he served as general manager in charge of the Strategy Planning Department andsupported the relevant Divisions. He has also contributed to increasing the profits of the Company byutilizing his excellent language ability and negotiation skills in negotiating with overseas companies.
He was appointed CFO (Chief Financial Officer) in charge of the administration segment in January
2021, and has been 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 would be able to contribute to sustainably increasing
the corporate value of MORESCO Corporation and the MORESCO Group as a director supervising
the administration segment of the Company by making use of his experience and knowledge.

No.

Name
(Date of birth)

Personal history, position and duty at the Company, andsignificant concurrent positions outside the Company
January
1992

5

Number of theCompany’s
shares held

Senior Research Fellow of Storage System
Division, Almaden R&D Center, International
Business Machines Corporation (IBM)
June 1998
Senior Director in charge of Tribology andHead/Disk Interface, Komag, Inc.
July 2001
Managing Director in charge of Mechanical
Li-Ju Judy Lin
Process and Tribology, Komag, Inc.
(March 29,
0April 2006
Vice President in charge of Mechanical Process
1953)
and Tribology, Komag, Inc.
September
Vice President in charge of Mechanical Process
2007
and Tribology, Western Digital Media Operations(currently, Western Digital Technologies, Inc.)
May 2014
Director of MORESCO Corporation (current
position)[Reasons for nomination as External Director and overview of the expected role]
Li-Ju Judy Lin possesses abundant experience and extensive knowledge of technologies andmanagement gained from her many years of service at overseas hard disc manufacturers, etc. She
has provided professional guidance on MORESCO Corporation’s R&D management. She has also
provided us with appropriate advice on career development for female employees and female
managers of MORESCO Corporation, making significant contribution to their further development. She
has been nominated as a candidate for external director of MORESCO Corporation as we expect that
she will continue to provide us with professional guidance and advice.

(Notes)
1. There are no particular conflicts of interest between each of the candidates and MORESCO
Corporation.
2. Li-Ju Judy Lin is a candidate for External Director.
3. The Company has entered into a directors and officers liability insurance (D & O insurance)
contract prescribed in Paragraph 1, Article 430-3 of the Companies Act with an insurancecompany to cover any damage that may be incurred in association with any liability that
directors of the Company (who are the insured) bear with regard to the execution of theirduties or any claim filed with regard to such liability (excluding damage, etc. attributable toany 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 is approved, and therefore the Company plans to renew the insurance contract
with the same content on July 1, 2021, 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 Li-Ju Judy Lin as an External Director will be seven years at theconclusion of this General Meeting.
(2) Contract for limitation of liability
In accordance with the Articles of Incorporation and the provision of Paragraph 1,
Article 427 of the Companies Act, the Company has entered into a contract with Li-Ju
Judy Lin which limits the liability for damages of Paragraph 1, Article 423 of theCompanies Act. The liability for damages under the said contract is limited to thestatutory amount, and the Company plans to continue the same contract if her
reappointment is approved.
5. The Company has registered Li-Ju Judy Lin as an independent officer in accordance withregulations of Tokyo Stock Exchange, Inc. The Company plans to continue to have Li-Ju Judy
Lin act as an independent officer if her reappointment is approved.
6. The number of the Company’s shares held by Motohisa Morozumi and Nobuhiro Sewaki
includes their equity in the MORESCO Officers’ stock ownership plan. The number of theCompany’s shares held by Hirofumi Fujimoto is his equity in the MORESCO employees’ stock
ownership plan.
[Comment by Audit and Supervisory Committee]
Regarding the election of directors of the Company, the Audit and Supervisory Committee of theCompany has judged that as a result of discussions at the Committee, the eligibility of candidates
and their election processes were reasonable, as their appointment was decided by the Board of
Directors after examination and approval by the Nominating/Compensation Committee, which iscomposed of all independent external directors and representative directors.

Agendum 3. Revision of the Transfer Restriction Period for Remuneration for Directors (except
Directors who are Audit and Supervisory Committee Members and External Directors)
for Granting of Shares with Restrictions on Transfer
At the 62nd General Meeting of Stockholders held on May 26, 2020, the Company obtained approval
for introducing the granting of shares with restrictions on transfer as remuneration for the purpose ofproviding directors of the Company (excluding Directors who are Audit and Supervisory Committee
Members and External Directors, hereinafter, “eligible directors”) with incentives to work towards
sustainably improving the corporate value of the Company and further advancing the sharing of value
with our shareholders, providing monetary remuneration receivables of a maximum of 50 million yen
annually to eligible directors, and setting 40,000 as the maximum total number of shares of theCompany’s common stock to be issued or disposed of each year for eligible directors by contributing
such monetary remuneration receivables as contribution in kind.
For the purpose of sharing value with our shareholders for a longer period of time, we are now asking
for approval to change the transfer restriction period for shares with restrictions on transfer to be granted
to eligible directors.
Specifically, the transfer restriction period for shares with restrictions on transfer has been approved
to be “the period between two years and five years specified by the Company’s Board of Directors,” andwe would like to change it to “the period until immediately after the resignation or retirement of theeligible director as Director of the Company or other position that the Board of Directors has designatedin advance.” Also, the contents of the contract for the allocation of shares with restrictions on transfer,which is concluded between the Company and the eligible directors, will also be revised.
The revision of the transfer restriction period is aimed at promoting the sharing of value between
shareholders and eligible directors, and we believe that it is adequate.
Once this agendum is approved as originally proposed, the revision will also apply to shares withrestrictions on transfer that were granted before the revision.
Details of the remuneration for the granting of shares with restrictions on transfer to be allocated toeligible directors are the same as those approved and adopted at the 62nd General Meeting ofStockholders held on May 26, 2020, except for the revision of the transfer restriction period as explained
above.
The current number of eligible directors is four. And if Agendum 2 is approved and adopted in its
original form, the number of eligible directors will also be four.