Note: This document has been translated from a part of the Japanese original for reference purposes only. In
the event of any discrepancy between this translated document and the Japanese original, the original shallprevail. The Company assumes no responsibility for this translation or for direct, indirect or any other formsof damages arising from the translation.
(Stock Exchange Code 4619)
May 31, 2023
(Date of commencement of electronic provision measures: May 30, 2023)
To Shareholders with Voting Rights:
Hiroshi Onda
President, COO
NIHON TOKUSHU TORYO CO., LTD.
3-23-2, Oji, Kita-ku, TokyoNOTICE OF
THE 117th ORDINARY GENERAL SHAREHOLDERS MEETING
Dear Shareholders:
We would like to express our appreciation for your continued support and patronage.
We are pleased to announce that the 117th Ordinary General Shareholders Meeting of NIHON TOKUSHUTORYO CO., LTD. (the “Company” or “Nittoku”) will be held for the purposes as described below.
For the convocation of this general meeting of shareholders, the Company has taken measures for providing
information in electronic format (the “electronic provision measures”) and has posted matters subject to theelectronic provision measures as “Notice of the 117th Ordinary General Shareholders Meeting” on thefollowing Company’s website.
The Company website: https://www.nttoryo.co.jp/ir/stock/soukai.html
In addition to the website shown above, the Company also has posted this information on the website below.
Tokyo Stock Exchange website:
https://www2.jpx.co.jp/tseHpFront/JJK020010Action.do?Show=Show
To view the information, please access the above website, input the Issue name (Company name) or Code, andclick “Search”, and then click “Basic information” and select “Documents for public inspection/PR information”.
In lieu of attending the meeting, you can exercise your voting rights in writing or via the Internet. Please
review Reference Documents for the General Shareholders Meeting posted on the matters subject to theelectronic provision measures, and exercise your voting rights by following the Instructions for the Exercise of
Voting Rights on pages 4 and 5 of the Japanese version of this document, no later than 5:20 p.m. on Wednesday,June 21, 2023, Japan time.
1. Date and Time:

June 22 (Thursday), 2023 at 10:00 a.m. Japan time

2. Place:

Hoku Topia Conference Room on the 16th floor located at
1-11-1, Oji, Kita-ku, Tokyo

3. Meeting Agenda:
Matters to be reported: 1. The business report, consolidated financial statements for the Company’s
117th fiscal term (the fiscal year from April 1, 2022 to March 31, 2023) andresults of audits by the Accounting Auditor and the Board of Auditors of theconsolidated financial statements
2. Non-consolidated financial statements for the Company’s 117th fiscal term(the fiscal year from April 1, 2022 to March 31, 2023)
Proposals to be resolved:
Proposal 1:
Appropriation of Retained Earnings
Proposal 2:
Appointment of Six Directors
Proposal 3:
Appointment of One Auditor-1-

<Matters Decided in Connection with this Convocation>• If voting rights are exercised both in writing (by mail) and via the Internet, the exercise of voting
rights via the Internet shall be deemed valid.
• If voting rights are exercised via the Internet multiple times, the last exercise of voting rights shall bedeemed valid.
• If voting rights are exercised in writing (by mail) and neither approval nor disapproval of a proposal
is indicated in Voting Rights Exercise Form, it shall be deemed a vote of approval.

When attending the meeting, please submit the enclosed Voting Rights Exercise Form at the reception desk.
In the documents sent to shareholders who made a request for delivery of paper copy, the following matters
are not described in accordance with provisions of laws and regulations and the Articles of Incorporation of theCompany. Thus, they are part of documents audited by Auditors and Accounting Auditors when creating Audit
Report.
• Consolidated Statements of Changes in Net Assets and Notes to Consolidated Financial Statementsof consolidated financial statements• Statements of Changes in Net Assets and Notes to Non-consolidated Financial Statements of nonconsolidated financial statements
Should the matters subject to the electronic provision measures require revisions, the revised versions will
be posted on each website where they are posted.
<Requests to Shareholders>• For preventing the spread of COVID-19, shareholders attending the meeting are asked to check the status
of infection and their physical condition on the date of the meeting, and wear a mask or take otherinfection prevention measures.
• Please understand that infection prevention measures may be taken at the venue of the meeting, including
operation staff wearing masks.
• In the event that any major change is made to the operation of the meeting depending on the status up to
the day of the meeting, such changes will be announced on the Company’s website(https://www.nttoryo.co.jp). Please check the website as necessary.
• No gifts will be provided to shareholders attending the meeting. Also, no drinks will be served before thestart of the meeting this year and no products will be displayed at the venue. We appreciate yourunderstanding.

-2-

Reference Documents for the General Shareholders Meeting
Proposals and References
Proposal 1:

Appropriation of Retained Earnings

We pursue the substantial return of profit to our shareholders by strengthening profitability and maintaining asound financial condition focused on cash flow, which has been positioned as an important management taskof the Company.
On the other hand, the management environment surrounding the Nittoku Group is experiencing
intensifying competition in development of products that meet the needs of customers and the times, amid
rapidly advancing technological innovation including information and communication technology on a global
scale. We are also required to address diverse and complicated issues such as carbon neutrality and humanrights issues.
Under these circumstances, to maintain competitiveness and improve profitability in the future, we must
aggressively and continually make R&D investment to develop high value-added technologies and products,
investment in tangible and intangible assets to improve productivity, while taking into consideration theimpact on the environment, and investment in human resources who will support the sustainable growth of
our group.
Accordingly, based on the medium- to long-term management plan, with a focus placed on maintaining
stable dividends and increasing internal funds for strategic investment described above, the distribution of
profits is decided in comprehensive consideration of factors such as financial condition, profit levels, and thepayout ratio as the Company’s basic policy.
Based on the above policy, the year-end dividend for this fiscal year is proposed to be as described below.
Items Related to the Year-end Dividend(1) Type of dividend property
Cash(2) Items related to the allocation of dividend property to shareholders and its total amount
22 yen per ordinary sharetotal 480,357,966 yen
Therefore, the annual dividend will be a total of 42 yen per share including the interim dividend.
(3) Date the distribution of retained earnings comes into effect:
June 23, 2023

-3-

Proposal 2:

Appointment of Six Directors

Terms of office of all Ten Directors will expire at the closure of this General Shareholders Meeting.
The Company plans to revise the Executive Officer System, aiming for strengthening the supervisory
function of Directors and swifter decision-making on management.
Accordingly, the Board of Directors plans to decrease the number of Directors by four and proposes theappointment of six Directors (including two Outside Directors).
The candidates are as follows:
No.

Name

Position and responsibility in the Company

Candidate attributes

Vice Chairman
CFO
Chief Officer of Operation Planning & Coordination
Group
General Manager of Business Continuity Management/ DX Promotion Office[Reappointment]1

Jun Taya

2

Hiroshi Onda

President
COO[Reappointment]

3

Hiroshi Suzuki

Director
Chief Officer of Paints & Coatings Group[Reappointment]

4

Shin Nakamura

Director
Chief Officer of Automotive Products Group
Head of Production Management of Automotive
Products Group[Reappointment]

5Michihiro Nara

Director[Reappointment][Outside][Independent]

6

Kozo Yabe

Director[Reappointment][Outside][Independent]

-4-

No.

Name
(Date of birth)

Past experience, positions, responsibilities
and significant concurrent positions
April 1976
January 2005

1

Number ofshares of theCompany held

Entered in the Mitsubishi Bank, Ltd.
Entered in Nittoku
General Manager of Nittoku Financial &Accounting Division,Operation Planning & Coordination Group
April 2005
Deputy Chief Officer of Nittoku Operation
Planning & Coordination Group
June 2005
Director of Nittoku
April 2007
Chief Officer of Nittoku Operation Planning &Coordination Group (in-service)
April 2007
General Manager of Nittoku Legal Compliance[Reappointment]
Office37,540June 2009Managing Director of Nittoku
Jun TayaJune 2013
CFO of Nittoku (in-service)(March 3, 1953)
June 2015
Senior Managing Director of Nittoku
June 2019
President and COO of Nittoku
April 2021
General Manager of Business Continuity
Management / DX Promotion Office
June 2021
Vice Chairman of Nittoku (in-service)[Significant concurrent positions]
・Chairman of Nikko Kogyo Co., Ltd.
・President of Nittoku Shokoh Co., Ltd.
・President of Nittoku Insurance Center Co., Ltd.
・President of Fuji Sangyo Co., Ltd.
[Reason for nomination as candidate for Director]
Based on his high level of expertise, he has been involved in overall management issues in the Operation
Planning & Coordination Group. He has played an important role in improving the corporate value of theGroup as President since 2019. The Company believes that by leveraging his deep insight in finance andaccounting and detailed knowledge of corporate governance, he is suitable for Director of the Company. The
Company therefore renominates him as a candidate for Director.

-5-

No.

Name
(Date of birth)

Past experience, positions, responsibilities
and significant concurrent positions
April 1983
April 2000

2

Entered in Nittoku
General Manager of Nittoku Design Division,
Automotive Products Group
April 2008
Deputy Chief Officer of Nittoku Automotive
Products Group
March 2009
General Manager of Nittoku Cost Management
Division
July 2009
Executive Officer of Nittoku
April 2010
General Manager of Nittoku Purchasing Division
June 2012
Director of Nittoku
April 2017
Chief Officer of Nittoku Automotive Products
Group[Reappointment]
April 2018
General Manager of Nittoku Design Division,
Hiroshi Onda
Automotive Products Group(February 8, 1959)
June 2018
Managing Director of Nittoku
April 2019
General Manager of Nittoku Production
Engineering Division, Automotive ProductsGroup
April 2021
Head of Technology Management of Nittoku
Automotive Products Group
June 2021
President and COO of Nittoku (in-service)[Significant concurrent positions]
・President of Daiwa Tokushu Kohki Co., Ltd.
・President of Nittoku CK Co., Ltd.

Number ofshares of theCompany held

25,269[Reason for nomination as candidate for Director]
He has held important positions mainly in the Automotive Products Group and has been in charge of thePurchasing and Cost Management Divisions. He has made significant contributions to long-term businessexpansion and improvement of profitability based on his wide range of knowledge and experience. The
Company believes that by leveraging his deep understanding of the core of the business and broad insight
including financial aspects based on cost management, he is suitable for Director of the Company. The
Company therefore renominated him as a candidate for Director.

-6-

No.

Name
(Date of birth)

Past experience, positions, responsibilities
and significant concurrent positions

Number ofshares of theCompany held

April 1985
April 2006

3

4

Entered in Nittoku
General Manager of Nittoku Technical Division 1,
R&D Group
April 2016
Deputy Chief Officer of Nittoku Paints &Coatings Group and Plant Manager of Nittoku[Reappointment]
Hiratsuka Plant
April 2017
Executive Officer of Nittoku
9,510
Hiroshi Suzuki
April 2017
Head of Plant Operation, Nittoku Paints &(September 16, 1962)
Coatings Group and Plant Manager of Nittoku
Hiratsuka Plant
June 2019
Director of Nittoku (in-service)
June 2019
Chief Officer of Nittoku Paints & Coatings Group(in-service)[Reason for nomination as candidate for Director]
Based on the experience of leading the development of paint products in the development division, he has madecontributions to profit growth in the paints & coatings business from the position of controlling the production
division and the entire paints & coatings business. The Company believes that by leveraging his abundant work
experience and insight, he is suitable for Director of the Company. The Company therefore renominated him as a
candidate for Director.
April 1987
Entered in Nittoku
July 2010
General Manager belonging to Nittoku China
ASEAN Planning OfficeTemporary transferred to Wuhan Nittoku
Autoneum Sound-Proof Co., Ltd.
April 2015
General Manager belonging to Nittoku Overseas
Planning DivisionTemporary transferred to Wuhan Nittoku
Autoneum Sound-Proof Co., Ltd.
April 2017
Executive Officer of Nittoku[Reappointment]
April 2018
Plant Manager of Nittoku Aichi Plant
6,010
Shin Nakamura
April 2019
Head of Plant Production, Nittoku Automotive(March 9, 1964)
Products Group
June 2019
April 2021

Director of Nittoku (in-service)
Head of Production Management, Nittoku
Automotive Products Group (in-service)
April 2023
Chief Officer of Nittoku Automotive ProductsGroup (in-service)[Significant concurrent positions]
・President of Takahiro Co., Ltd.
・CEO of Wuhan Nittoku Autoneum Sound-Proof Co., Ltd.
・Chairman of Wuhan Nittoku Autoneum Auto Parts Co., Ltd.
[Reason for nomination as candidate for Director]
Based on the experience of increasing profits of subsidiaries in China, he has led profit growth of the automotive
product business from the position of generally controlling the plant production division of automotive products.
The Company believes that by leveraging his abundant work experience and insight accumulated throughworking abroad, etc., he is suitable for Director of the Company. The Company therefore renominated him as a
candidate for Director.

-7-

No.

Name
(Date of birth)

Past experience, positions, responsibilities
and significant concurrent positions
April 1974
June 2003[Reappointment][Outside][Independent]

56June 2004
April 2006
April 2006

Number ofshares of theCompany held

Registered as lawyer
Partner of Hanzomon Sogo Law Office (inservice)
Outside Auditor of Nittoku
Vice President of Japan Federation of Bar
Associations
President of Dai-Ichi Tokyo Bar Association

June 2014

Outside Director of Oji Holdings Corporation (in24,300
service)
June 2015
Outside Director of Nittoku (in-service)
Michihiro Nara
June 2016
Outside Director (Audit & Supervisory(May 17, 1946)
Committee Member) of CHORI CO., LTD.
June 2016
Outside Director (Audit & Supervisory
Committee Member) of SEIKO EPSONCORPORATION[Reason for nomination as candidate for Outside Director and outline of expected roles]
Although he has not been involved in corporate management other than having served as an outside officer, heprovides timely and appropriate advice and suggestions based on his abundant experience cultivated throughworking as outside officer in listed companies and professional expertise as a lawyer. The Company believes
that, based on his experience, he will provide appropriate supervision and objective advice on the managementof the Company and contribute to the enhancement of corporate governance of the Company. Therefore, he has
been renominated as a candidate for Outside Director.
April 1991
Registered as lawyer
August 2000
Adjunct professor of University of Illinois
College of Law (in-service)[Reappointment]
April 2002
Registered as patent attorney[Outside]
September 2005 Guest instructor of Chuo Law School[Independent]
April 2009
Patent attorney examination commissioner
2,800
June 2010
Executive board member of International
Kozo Yabe
Association for the Protection of Intellectual(January 22, 1962)
Property (in-service)
June 2017
Outside Director of Nittoku (in-service)
January 2022
Partner of Midosuji Legal Profession Corporation(in-service)[Reason for nomination as candidate for Outside Director and outline of expected roles]
Although he has not been involved in corporate management other than having served as an outside officer, heprovides timely and appropriate advice and suggestions on the management of the Company based on wide
range of experience and high level of expertise as a lawyer and patent attorney. The Company believes that,based on his experience, he will provide appropriate supervision and objective advice on the management of
the Company and contribute to the enhancement of corporate governance of the Company. Therefore, he has
been renominated as a candidate for Outside Director.

-8-

(Notes)
1. Matters regarding special interests are as follows.
(1) Candidate Mr. Jun Taya is concurrently serving as Chairman of Nikko Kogyo Co., Ltd. as well as
President of Nittoku Shokoh Co., Ltd., Nittoku Insurance Center Co., Ltd. and Fuji Sangyo Co., Ltd.
The Company has a business relationship involving products, etc. with each of these companies.
(2) Candidate Mr. Hiroshi Onda is concurrently serving as President of Daiwa Tokushu Kohki Co., Ltd.
and Nittoku CK Co., Ltd. The Company has a business relationship involving products, etc. with thesaid companies.
(3) Candidate Mr. Shin Nakamura is concurrently serving as President of Takahiro Co., Ltd. andChairman of Wuhan Nittoku Autoneum Auto Parts Co., Ltd. The Company has a business
relationship involving products, etc. with the said companies.
(4) There are no special interests between other candidates and the Company.
2. Matters regarding the liability limitation agreement are as follows.
The Company has entered into a liability limitation agreement with Mr. Michihiro Nara and Mr. Kozo
Yabe to limit their liability to the minimum amount provided for by laws and regulations according to
Article 427, Paragraph 1 of the Companies Act. If their reappointment is approved, the Company
plans to continue the said agreement with them.
3.

4.

Matters regarding candidates for Outside Directors are as follows.
(1) Mr. Michihiro Nara and Mr. Kozo Yabe are candidates for Outside Directors.
(2) The Company registered Mr. Michihiro Nara and Mr. Kozo Yabe with the Tokyo Stock Exchange as
Independent Directors based on the rules of Tokyo Stock Exchange. If their reappointment isapproved, they will continue to be Independent Directors.
(3) Mr. Michihiro Nara and Mr. Kozo Yabe are currently Outside Directors of the Company and it
will have been eight years since the appointment of Mr. Michihiro Nara and six years since theappointment of Mr. Kozo Yabe at the conclusion of this General Shareholders Meeting. Mr.
Michihiro Nara was Outside Auditor of the Company for ten years from June 2004 to June 2014.
Matters regarding the directors and officers liability insurance agreement are as follows.
The Company has concluded with an insurance company a directors and officers liability insurance(hereafter referred to as “D&O Insurance”) agreement provided for in Article 430-3, Paragraph 1 of theCompanies Act. The insurance covers damages, etc. that may result from the Directors and Auditors being
liable for the performance of their duties (However, excluding the case that falls under indemnity
conditions stipulated in the insurance agreement). The premiums of D&O Insurance are fully borne by theCompany. If each of candidates assumes office as Director, he/she will be insured under the D&O
Insurance. The term of the D&O Insurance is one year. Before expiration of this term, the Company plansto renew the said insurance agreement upon a resolution of the Board of Directors.

-9-

Proposal 3:

Appointment of One Auditor

Terms of office of the Auditor Mr. Hirokazu Kawana will expire at the closure of this General Shareholders
Meeting. Accordingly, the Board of Directors proposes the appointment of One Auditor.
This proposal has been approved by the Board of Auditors.
The candidate is as follows:
Name(Date of birth)

Past experience, positions
and significant concurrent positions
October 1986
April 1998

Hirokazu Kawana(November 27, 1956)

July 2009
April 2012
April 2013
April 2015

Entered in Nittoku
General Manager of Nittoku Overseas
Planning Division
Executive Officer of Nittoku
General Manager of Nittoku Overseas Planning
Division and General Manager of Nittoku China
ASEAN Planning Office
General Manager of Nittoku President’s Office andLegal Compliance Office
General Manager belonging to
Nittoku President’s Office
Auditor of Nittoku (in-service)

Number of shares of
the Company held

12,800June 2015[Reason for nomination as candidate Auditor]
He possesses a deep knowledge in the Company’s business including overseas planning as well as corporate
governance through long-term business experience at Nittoku. The Company believes that, aiming for enhancementof the Nittoku group’s further corporate value and corporate governance, he is suitable for Auditor of the Company.
The Company therefore renominated him as a candidate for Auditor.
(Notes)There are no special interests between the candidate and the Company.
The Company has entered into a liability limitation agreement with Mr. Hirokazu Kawana to limit his liability
to the minimum amount provided for by laws and regulations according to Article 427, Paragraph 1 of theCompanies Act. If his reappointment is approved, the Company plans to continue the said agreement with him.
3. The Company has concluded with an insurance company a directors and officers liability insurance (hereafterreferred to as “D&O Insurance”) agreement provided for in Article 430-3, Paragraph 1 of the Companies Act.
The insurance covers damages, etc. that may result from the Directors and Auditors being liable for the
performance of their duties (However, excluding the case that falls under indemnity conditions stipulated in theinsurance agreement). The premiums of D&O Insurance are fully borne by the Company. If Mr. Hirokazu
Kawana assumes office as Auditor, he will be insured under the D&O Insurance. The term of the D&O Insurance
is one year. Before expiration of this term, the Company plans to renew the said insurance agreement upon aresolution of the Board of Directors.
1.
2.

- 10 -

(Reference) The expertise and experience of the Directors and Auditors (Skills Matrix)* If Proposal 2 and Proposal 3 are approved as originally proposed, the Skills Matrix of the Directors and Auditors will be as
shown in the table below.
The Company recognizes the importance of ensuring a balance and diversity in knowledge, experience, and abilities of the Boardof Directors and Board of Auditors in order to achieve sustainable growth and enhance corporate value in the medium- and longterm. The skills matrix below shows the skills that the Company considers particularly important and the items (●) in which theCompany expects each Director and Auditor to fully demonstrate their abilities, based on their expertise and experience. Please
note that it does not represent all the expertise or experience possessed by each Director and Auditor.

Legal
Technology/
Sales/
Finance/affairs/
Development/
Marketing Accounting CompliProductionance

HR/LaborIntellectual
Intermanageproperty
nationality
ment

ESG

●

●

Position(Plan)

Name

Corporate
management

ChairmanJun Taya●President

Hiroshi Onda●

Director

Hiroshi Suzuki

Director

Shin Nakamura

Director(Outside)

Michihiro Nara●●

Director(Outside)

Kozo Yabe●●

Auditor(Full-time)

Hirokazu Kawana

Auditor(Outside)

Yoshiki Takahashi●●

Auditor(Outside)

Hitoshi Matsufuji

●

●

●

●
●

●

●
●

●

●

●

●

●

●

●

●

●

●

- 11 -

●

●

●

●

●

●
●

●

●

●

●

●

●
●

●