This English translation is made for reference purposes only, and in the event of any discrepancies
between the English version and the Japanese version, the Japanese version prevails.
Securities Code: 5988
June 6, 2023
Start date of measures for electronic provision: June 5, 2023

To Our Shareholders:
145, 6-chome, Hanasaki-cho,Nishi-ku, Yokohama-shi,
Kanagawa

Piolax, Inc.
Yukihiko Shimazu, President

Notice of the 107th Annual Meeting of Shareholders
The Company would hereby like to inform you that the Company’s 107th Annual Meeting of
Shareholders will be held as described below.
You may exercise your voting rights in writing or via electromagnetic means (the Internet, etc.). We
kindly request that you read the following Reference Document for the Annual Meeting of
Shareholders and exercise your voting rights by no later than the close of business at 5:30 p.m. on
Monday, June 26, 2023.
In convening this Annual Meeting of Shareholders, the Company has taken measures for providing
information that constitutes the content of reference documents for the shareholders’ meeting, etc.,
in electronic format (items for which the measures for providing information in electronic format
will be taken), and has posted the information on the Company’s website on the Internet. Please
access the website by using the Internet address shown below to review the information.
・ Company’s website (https://www.piolax.co.jp/en/shareholder/meeting/)

In addition to the Company’s website, the items for which the measures for providing information inelectronic format will be taken have been posted on the website of Tokyo Stock Exchange (TSE) at
the Internet address shown below.
Tokyo Stock Exchange’s website (Listed Company Search):https://www2.jpx.co.jp/tseHpFront/JJK020010Action.do?Show=Show(Please access the TSE website by using the internet address shown above, enter “Piolax” in “Issue
name (company name)” or the Company’s securities code “5988” 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].”)Sincerely yours,

- 1 -

1.

Date:

10 a.m. on Tuesday, June 27, 2023
(Reception start: 9 a.m.)2.

Venue:Hall A, TKP Garden City PREMIUM Yokohama Station ShinTakashima (Reception at Hall B)
2nd Floor, Yokohama Grand Gate, 1-1 Minato Mirai 5-chome,
Nishi-ku, Yokohama-shi, Kanagawa(Please note that the venue is different from last year’s. Please
see the “Map to the Venue of the Annual Meeting of
Shareholders” at the end of this notice.)3.

Purposes:
Items to be reported:

1.

2.

Items to be resolved:
Agenda No. 1:
Agenda No. 2:
Agenda No. 3:
4.

Information on
exercise of voting
rights, etc.

The Business Report, the Consolidated Financial Statements
and the Results of Consolidated Financial Statement Audits
by the Accounting Auditor and the Audit and Supervisory
Committee for the 107th business period (April 1, 2022 toMarch 31, 2023)
The Non-Consolidated Financial Statements for the 107th
business period (April 1, 2022 to March 31, 2023)

Appropriation of Retained Earnings
Election of Seven (7) Directors (excluding Directors who are
Audit and Supervisory Committee Members)
Partial Amendment and Extension of the Stock-based
Compensation Plan for Directors
Please see Information on Exercise of Voting Rights, etc. listed
on Page 4.

・ When you attend the meeting, we kindly request that you submit the voting form to thereceptionist at the venue.
・ If there are any revisions to the items for which the measures for providing information inelectronic format will be taken, a notice to that effect as well as information before and after therevisions will be posted on the Company’s website and TSE’s website.
・ Among the items for which the measures for providing information in electronic format will betaken, the following are not included in documents delivered to shareholders in accordance withthe provisions of laws and regulations and Article 19 of the Articles of Incorporation of theCompany.
-Notes to Consolidated Financial Statements-Notes to Non-Consolidated Financial Statements
Accordingly, the information contained in paper-based documents to be delivered toshareholders represents part of the documents audited by the Audit and Supervisory Committee
while preparing the audit report, and by the Accounting Auditor while preparing the accounting
audit report.

- 2 -Information on exercise of voting rights, etc.
Voting rights at the Annual Meeting of Shareholders are valuable rights of our shareholders.
We kindly request you to read the following Reference Document for the Annual Meeting of
Shareholders and exercise your voting rights.
You may exercise your voting rights by any of the following three methods.

If you exercise your voting rights in writing (by mail):
Please indicate “for” or “against” on each agenda item on the voting form and return it by mail.
Voting deadline: must arrive by 5:30 p.m. on Monday, June 26, 2023

If you exercise your voting rights via the Internet, etc.:
Please enter “for” or “against” on each agenda according to the guidance on the following
page.
Voting deadline: must complete entries by 5:30 p.m. on Monday, June 26, 2023

If you attend the Annual Meeting of Shareholders:
Please submit the voting form to the receptionist at the venue.
Date: 10 a.m. on Tuesday, June 27, 2023 (Reception start: 9 a.m.)- 3 -Information on exercise of voting rights via the Internet, etc.
How to enter your voting rights exercise code and password
Voting right exercise website: https://www.web54.net
1.

Please access the voting right exercise site.

Click “continue to the next.”

2.

Please enter your voting rights exercise code listed on the voting form.
Enter your voting rights exercise code.
Click “Login.”

3.

Please enter your password listed on the voting form.
Enter your initial password.
Set a new password that you will actually use.

Click “Register.”
4

Please enter “for” or “against” according to input guidance on the screen for thefollowing.

*Operation screen images are for illustration purposes only.

If you have any inquiries about the operation of apersonal computer, a smartphone or a cellular
phone regarding the exercise of voting rights via
the Internet, please contact the number on theright-hand side:

Sumitomo Mitsui Trust Bank, Limited
Stock Transfer Agency Web Support
0120-652-031 (toll free, only in Japan)(Operating hours: 9:00 a.m. to 9:00 p.m.)

Institutional investors can utilize the electronic voting platform operated by ICJ, Inc.

- 4 -

Reference Document for the Annual Meeting of Shareholders
Meeting Agenda and Referential Matters

Agenda No. 1:

Appropriation of Retained Earnings

The Company follows the fundamental principle of returning profits upon taking into accountcapital efficiency while securing investment for growth that contributes to increasing thecorporate value, because the Company regards appropriately returning profits to shareholders
to be the most important management policy. The year-end dividend and other appropriationsof retained earnings for the 107th business period are stated below.
1. Year-end Dividend(1)Type in which dividends are paid
Cash payment(2)

Allocation of dividends and total amount of dividends
The Company would like to disburse 57 yen per common share of the Company.
In this case, the total amount of dividends shall be 2,013,882,447 yen.
As a result, the dividends on an annual basis will be 100 yen per share including the interim
dividends of 43 yen per share.

(3)

Effective date on which dividends are disbursed from retained earnings
June 28, 2023

- 5 -

Agenda No. 2:

Election of Seven (7) Directors (excluding Directors who are Audit
and Supervisory Committee Members)

The term of office of all seven (7) Directors (excluding Directors who are Audit andSupervisory Committee Members; hereinafter the same applies in this agenda) will expire
upon conclusion of this Annual Meeting of Shareholders. Accordingly, the Company hereby
proposes the election of seven (7) Directors.
With respect to the agenda item, the Audit and Supervisory Committee of the Company deems
all candidates to be appropriate as Directors of the Company.
The candidates for Directors are as follows.
Candidate
No.

Name

1

Yukihiko Shimazu

2Michio Nagamine

3

Toru Suzuki

4

Shigeru Masuda

5

Masaaki Kaji

6

7

Current position and responsibility, etc.
President and Representative Director
President Executive Officer
Chairman of the Board of Directors
CEO, Piolax (China) Co., Ltd.
Senior Managing Director
Senior Managing Executive Officer
Assistant to President
Director
Senior Executive Officer
Supervision of Sales Department, Design
Department and Purchasing Department
Director
Senior Executive Officer
Supervision of Production and Logistics
Department and Quality Assurance Department
President, P.M.T. INC.
Director
Senior Executive Officer
Supervision of Administration Department,
Information Technology Department, andaffiliated companies
General Manager, Human Resources Department
President, Piolax (China) Co., Ltd.
President & CEO, Dongguan Piolax Co., Ltd.
President & CEO, Wuhan Piolax Co., Ltd.

Attributes

Re-election

Re-election

Re-election

Re-election

Re-election

Hiroyuki Ochiai

Director
President, Social Welfare Corporation Toyota
Hikari-no-sato

Re-election
External
Independent

Makiko Akabane

Director
Japan Representative, CSR Asia

Re-election
External
IndependentRe-election The candidates for Directors to be re-elected
External The candidate for External Director
Independent Independent Director in conformity with the regulation of the Stock Exchange- 6 -Candidate
No.

Name
(Date of birth)

Brief profile, position and responsibility at theCompany(Significant concurrent positions)
March 1981
July 1999
August 2001
June 2005
June 2006

April 2010

1

Yukihiko Shimazu(September 10,
1957)
Re-election

June 2016

Joined Piolax, Inc.
General Manager, Overseas Sales
Department, Piolax, Inc.
President, Piolax Corporation
Director, Piolax, Inc.
Director
Executive Officer, Sales SBU
General Manager, Overseas Sales
Department, Piolax, Inc.
President and Representative
Director, Piolax, Inc.
President and Representative
Director, President Executive
Officer, Piolax, Inc. (incumbent)(Responsibility)
Chairman of the Board of Directors(Significant concurrent positions)
CEO, Piolax (China) Co., Ltd.

Attendance
Attendance
Number of theat the Auditat the Board
Company’s
andof Directors
shares owned
Supervisory
meetings
Committee

60,334(Of theabove
shares,the numberof those to
be issued
under
the sharebased
compensation system)

18/18

13,234

Reason for the election of Director and Expected Role
Mr. Yukihiko Shimazu has served as President and Representative Director of the Company since April 2010 up to
the present and has expressed an excellent leadership for our domestic and overseas Company group under theslogan, “ONE PIOLAX,” toward growth. He had undertaken the role of President of the U.S. subsidiary of theCompany from August 2001 to May 2006, and currently has the concurrent position of CEO (Chairman) of Chinesebased general subsidiary of the Company, thus having made contributions to transforming the Company as a global
entity.
The Company expects that Mr. Shimazu will continue to make use of his abundant experience, considerable insightand extensive networks gained over the years to contribute to decision-making of the Board of Directors, and bring
benefits for business development on a global scale, as well as improvement in the corporate value of the Company.
Accordingly, the Company proposes that he be a candidate for Director.

- 7 -Candidate
No.

Name
(Date of birth)

Brief profile, position and responsibility at theCompany(Significant concurrent positions)
April 1979

June 2003

June 2007
July 2007

April 2008

June 2008

June 2012
Michio Nagamine(March 15, 1957)
Re-election

April 2013

2
April 2015
June 2016

June 2019

Joined Japan Development Bank
(current Development Bank ofJapan Inc.)
General Manager, Information
Resources Department,
Development Bank of Japan Inc.
Advisor, Piolax, Inc.
Advisor
General Manager, ERP Promotion
Department, Piolax, Inc.
Advisor
General Manager, Purchasing
Department, Piolax, Inc.
Director
General Manager, Purchasing
Department, Piolax, Inc.
Director
General Manager, HR Office,
Piolax, Inc.
Managing Director
General Manager, HR Office,
Piolax, Inc.
Managing Director, Piolax, Inc.
Managing Director,
Managing Executive Officer,
Piolax, Inc.
Senior Managing Director,
Senior Managing Executive
Officer, Piolax, Inc. (incumbent)

Attendance
Attendance
Number of theat the Auditat the Board
Company’s
andof Directors
shares owned
Supervisory
meetings
Committee

9,024(Of theabove
shares,the numberof those to
be issued
under
the sharebased
compensation system)

18/18

9,024

(Responsibility)
Assistant to President

Reason for the election of Director and Expected Role
Mr. Michio Nagamine served as Managing Director of the Company from April 2013 through June 2019 andcontributed to the growth of the Company by undertaking roles as General Manager responsible for Planning and
Administration, Purchasing, and Information Technology Departments, as well as operations of the affiliates of theCompany”, and has expressed an excellent leadership for the Company group as Senior Managing Director sinceJune 2019. He has gained considerable knowledge and insight in IT and finance through managerial jobs including
the management of Development Bank of Japan Inc. prior to joining the Company in June 2007.
The Company expects that Mr. Nagamine will continue to make use of his abundant experience, considerable insightand extensive networks gained over the years to contribute to decision-making of the Board of Directors, and bring
benefits for business development on a global scale, as well as improvement in the corporate value of the Company.
Accordingly, the Company proposes that he be a candidate for Director.

- 8 -Candidate
No.

Name
(Date of birth)

Brief profile, position and responsibility at theCompany(Significant concurrent positions)
March 1985
December
2001
April 2005
June 2008
June 2010

June 2011

January 2014

June 2016

Toru Suzuki(March 1, 1962)
Re-election

January 20193

June 2019

June 2021

Attendance
Attendance
Number of theat the Auditat the Board
Company’s
andof Directors
shares owned
Supervisory
meetings
Committee

Joined Piolax, Inc.
President, P.S.T. Inc.
Manager, Moka Plant, Piolax, Inc.
Manager, Moka Plant, Piolax, Inc.
President, P.M.T. Inc.
Executive Officer
Manager, Fuji Plant, Piolax, Inc.
President, P.M.T. Inc.
Managing Executive Officer
Director
Manager, Fuji Plant, Piolax, Inc.
Managing Executive Officer
Director, Piolax, Inc.
President, Dongguan Piolax Co.,Ltd.
President, Wuhan Piolax Co., Ltd.
Senior Executive Officer, Piolax,
Inc.
President, Dongguan Piolax Co.,Ltd.
President, Wuhan Piolax Co., Ltd.
Senior Executive Officer, Piolax,
Inc.
President, Dongguan Piolax Co.,Ltd.
President, Wuhan Piolax Co., Ltd.
President, Shanghai Piolax Co.,Ltd.
Director
Senior Executive Officer
Executive Officer, Sales SBU,
Piolax, Inc.
Director
Senior Executive Officer,
Piolax. Inc. (incumbent)

14,535(Of theabove
shares, thenumber of
those to beissued under
the sharebased
compensation system)

18/18

3,435

(Responsibility)

Supervision of Sales Department, Design
Department and Purchasing Department
Reason for the election of Director and Expected Role
Mr. Toru Suzuki became Executive Officer of the Company in June 2010, and Director and the head of production,
logistics and quality assurance in June 2011. In January 2014, he assumed the position of president of a subsidiaryin China and then became Senior Executive Officer of the Company in conjunction with the Company’s transition
to a company with an audit and supervisory committee in June 2016. In January 2019, he assumed the office ofpresident of the Chinese-based general subsidiaries and has extensive knowledge of China as the world’s largest
automobile market. Since June 2019, he has been serving as Director of the Company and contributing to the growthof the Company by, currently, undertaking the roles of supervising the Sales, Design and Purchasing departments.
From December 2001 to March 2005, he served as president of P.S.T. Inc., a subsidiary specializing in presswork,and from June 2008 to May 2011, he assumed the position of president of P.M.T. Inc., a subsidiary specializing in
metal-mold production. Through various positions including the above, he has been working on improving thecorporate characteristics of the subsidiaries of the Company.

- 9 -Candidate
No.

Name
(Date of birth)

Brief profile, position and responsibility at theCompany(Significant concurrent positions)

Attendance
Attendance
Number of theat the Auditat the Board
Company’s
andof Directors
shares owned
Supervisory
meetings
Committee

The Company expects that Mr. Suzuki will continue to make use of his abundant experience, considerable insightand extensive networks gained over the years to contribute to decision-making of the Board of Directors, and bring
benefits for business development on a global scale, as well as improvement in the corporate value of the Company.
Accordingly, the Company proposes that he be a candidate for Director.

- 10 -

Candidate
No.

Name
(Date of birth)

Brief profile, position and responsibility at theCompany(Significant concurrent positions)
March 1987
April 2004

April 2006
June 2010

June 2011

January 2014

June 20164

Shigeru Masuda(August 12, 1963)
Re-election

June 2018

August 2020

June 2022

Joined Piolax, Inc.
General Manager, Production
Engineering Department, Piolax,
Inc.
Group Leader, Production Group,
Fuel Parts SBU, Piolax, Inc.
Group Leader, Production Group,
Fasteners SBU
Manager, Moka Plant, Piolax, Inc.
Executive Officer
Executive Officer, Open/Close
Mechanism Parts SBU, Piolax, Inc.
Executive Officer
Executive Officer, Open/Close
Mechanism Parts SBU
General Manager, Production
Engineering Department, Piolax,
Inc.
Senior Executive Officer
Executive Officer, Open/Close
Mechanism Parts SBU
General Manager, Production
Engineering Department, Piolax,
Inc.
Senior Executive Officer
Executive Officer, Fasteners SBU
General Manager, Production
Engineering Department, Piolax.
Inc.
Director
Senior Executive Officer
Executive Officer, Fasteners SBU,
Piolax. Inc. (incumbent)
Director
Senior Executive Officer, Piolax.
Inc.
President, P.M.T. Inc.
(incumbent)

Attendance
Attendance
Number of theat the Auditat the Board
Company’s
andof Directors
shares owned
Supervisory
meetings
Committee

22,554(Of theabove
shares, thenumber of
those to beissued under
the sharebased
compensation system)

18/18

2,054

(Responsibility)
Supervision of Production and Logistics
Department
Supervision of Quality Assurance Department(Significant concurrent positions)
President, P.M.T. INC.
Reason for the election of Director and Expected Role
Mr. Shigeru Masuda served as Executive Officer in charge of Open/Close Mechanism Parts SBU from June 2011,
has held the positions of Senior Executive Officer and Fasteners SBU Executive Officer, as well as General Managerof the Production Engineering Department, since June 2018, and has been a Director of the Company since August2020. In this way, he has contributed to the development of the Company group as the person in charge ofsupervision of the Production and Distribution Department as well as the Quality Assurance Department. He has
also been serving as president of P.M.T. INC., a subsidiary specializing in metal-mold production since June 2022.

- 11 -

Candidate
No.

Name
(Date of birth)

Brief profile, position and responsibility at theCompany(Significant concurrent positions)

Attendance
Attendance
Number of theat the Auditat the Board
Company’s
andof Directors
shares owned
Supervisory
meetings
Committee

Through various positions including the above, he has been working on improving the corporate characteristics ofthe subsidiaries of the Company.
The Company expects that Mr. Masuda will continue to make use of his abundant experience, considerable insightand extensive networks gained over the years to contribute to decision-making of the Board of Directors, and bring
benefits for business development on a global scale, as well as improvement in the corporate value of the Company.
Accordingly, the Company proposes that he be a candidate for Director.

- 12 -

Candidate
No.

Name
(Date of birth)

Brief profile, position and responsibility at theCompany(Significant concurrent positions)
April 1985

April 2005

June 2010

April 2014
June 2014

June 2016

June 20195

December
2020
Masaaki Kaji(March 1, 1963)
Re-election

June 2022

Joined Japan Development Bank
(current Development Bank ofJapan Inc.)
Chief Representative, New York
Office, Development Bank ofJapan Inc.
General Manager, Information
Resources Department,
Development Bank of Japan Inc.
Joined Piolax Inc.
Advisor
General Manager, ERP Promotion
Department, Piolax Inc.
Executive Officer
General Manager, Human
Resources Department
General Manager, Global IT
Department, Piolax, Inc.
Senior Executive Officer, Piolax,
Inc.
President, Shanghai Piolax Co.,Ltd.
President, Dongguan Piolax Co.,Ltd.
President, Wuhan Piolax Co., Ltd.
Senior Executive Officer, Piolax,
Inc.
CEO, Piolax (China) Co., Ltd.
President, Dongguan Piolax Co.,Ltd.
President, Wuhan Piolax Co., Ltd.
(incumbent)
Director, Senior Executive
Officer,
General Manager, Human
Resources Department, Piolax,
Inc.
President, Piolax (China) Co.,Ltd.
President & CEO, Dongguan
Piolax Co., Ltd.
President & CEO, Wuhan Piolax
Co., Ltd. (incumbent)(Responsibility)
Senior Executive Officer
Supervision of Administration Department,
Information Technology Department, andaffiliated companies(Significant concurrent positions)
CEO, Piolax (China) Co., Ltd.
President, Dongguan Piolax Co., Ltd.

- 13 -

Attendance
Attendance
Number of theat the Auditat the Board
Company’s
andof Directors
shares owned
Supervisory
meetings
Committee

-

0

14/14

Candidate
No.

Name
(Date of birth)

Brief profile, position and responsibility at theCompany(Significant concurrent positions)

Attendance
Attendance
Number of theat the Auditat the Board
Company’s
andof Directors
shares owned
Supervisory
meetings
Committee

President, Wuhan Piolax Co., Ltd.
Reason for the election of Director and Expected Role
Mr. Masaaki Kaji took office as Executive Officer of the Company in June 2016 to assume the responsibility for
the Human Resources and IT divisions. In June 2019 he took office as Senior Executive Officer to lead sales
promotional activities as a person in charge of China, which is the largest automobile market. He has been a Directorof the Company since June 2022, thereby contributing to the development of the Company group as the person in
charge of the Administration Department, Information Technology Department, and affiliated companies. Prior tojoining the Company, he worked in corporate credit and other divisions at Development Bank of Japan Inc., andalso served as a management executive after having worked in the U.S., to be thoroughly familiar with corporate
management, IT, and finance matters.
The Company expects that Mr. Kaji would make use of his abundant experience, considerable insight and extensive
networks gained over the years to contribute to decision-making of the Board of Directors, and continue to bring
benefits for business development on a global scale, as well as improvement in the corporate value of the Company.
Accordingly, the Company proposes that he be a candidate for Director.

- 14 -

Candidate
No.

Name
(Date of birth)

Brief profile, position and responsibility at theCompany(Significant concurrent positions)
April 1979

Joined Toyota Motor Co., Ltd

Managing Officer, Toyota Motor
Corporation
Executive Vice President, Toyota
July 2008
Motor Europe S.A./N.V.
General Manager, Kamigo Plant
April 2012
and Shimoyama Plant, Toyota
Motor Corporation
Representative Director andJune 2013
President, FTS Co., Ltd.
Executive Director, Aichi
July 2013
Employers’ Association
14/14(incumbent)
Hiroyuki Ochiai
Board Member, The Chubu
March 2018
(October 24, 1956)
Association of Corporate
Re-election
Executives (incumbent)
External
External Director, Piolax, Inc.
June 2022
Independent(incumbent)
October 2022 President, Social Welfare
Corporation Toyota Hikari-nosato (incumbent)(Significant concurrent positions)
President, Social Welfare Corporation Toyota
Hikari-no-sato
Reason for the election of External Director and Expected Role
After taking office as Managing Officer of Toyota Motor Corporation in June 2008, Mr. Hiroyuki Ochiai served as
EVP at Toyota Motor Europe S.A./N.V. and General Manager of Kamigo Plant and Shimoyama Plant, and took
office as President of FTS Co., Ltd. in June 2013.
He assumed public offices such as Executive Director of Aichi Employers’ Association and Board Member of the
Chubu Association of Corporate Executives and has assumed the office of president of Social Welfare Corporation
Toyota Hikari-no-sato since June 2022, in addition to having worked in Europe as a management executive, to gain
extensive experience in and knowledge on management beyond the automobile industry. He has also been serving
as External Director of the Company (incumbent) since June 2022.
The Company expects that Mr. Ochiai will make use of his abundant experience, considerable insight, and extensive
networks gained over the years to contribute to decision-making at the Board of Directors and bring benefits forbusiness development on a global scale, and improvement in the corporate value of the Company. He also satisfies
the independence criteria as External Director of the Company. Accordingly, the Company proposes that he be a
candidate for External Director.
June 2008

6

Attendance
Attendance
Number of theat the Auditat the Board
Company’s
andof Directors
shares owned
Supervisory
meetings
Committee- 15 -

Candidate
No.

Name
(Date of birth)

Brief profile, position and responsibility at theCompany(Significant concurrent positions)
April 1993
January 2001

7

Attendance
Attendance
Number of theat the Auditat the Board
Company’s
andof Directors
shares owned
Supervisory
meetings
Committee

Joined the Mitsubishi Bank, Ltd.
Environment Project Team, Public
Relations, Starbucks Coffee Japan,
LimitedAugust 2003 General Manager, Social
Contribution Department,
Salesforce.com, Co., Ltd.
November
General Manager, CSR Office,
14/14
2006
Nikko Asset Management Co., Ltd.
Makiko Akabane
Japan Representative, CSR Asia
April 2010
(November 21,
kabushiki-kaisha (incumbent)
1969)
External Director, Piolax Inc.
June
2022
Re-election(incumbent)
External(Significant concurrent positions)
Independent
Japan Representative, CSR Asia kabushiki-kaisha(incumbent)
Reason for the election of External Director and Expected Role
Ms. Makiko Akabane served as the manager of the Environment Project Team, Public Relations, of Starbucks
Coffee Japan, Limited since January 2001, General Manager of Social Contribution Department, Salesforce.com,
Co., Ltd. since 2003, and General Manager of CSR Office, Nikko Asset Management Co., Ltd. since November
2006, and has been acting as Japan Representative, CSR Asia kabushiki-kaisha (incumbent) since April 2010. She
gives lectures at the Ministry of Environment, World Bank, universities and others as an expert on sustainability,and provides third-party opinions and guidance on CSR reports issued by companies to lead sustainability and CSR
initiatives in the Japanese business circle. She has also been serving as External Director of the Company(incumbent) since June 2022.
The Company expects that Ms. Akabane will make use of her abundant experience, considerable insight, andextensive networks gained over the years to contribute to decision-making at the Board of Directors and bring
benefits for improvement in non-financial value for promoting ESG management at the Company. She also satisfies
the independence criteria as External Director of the Company. Accordingly, the Company proposes that she be a
candidate for External Director.
Notes:
1.
Resolutions in writing are not included in attendance at the Board of Directors meetings for each candidate.
2.
There are no special conflicts of interests between the candidates and the Company.
3.
Mr. Hiroyuki Ochiai and Ms. Makiko Akabane are the candidates for External Directors.
4.
Mr. Hiroyuki Ochiai and Ms. Makiko Akabane currently serve as External Director of the Company, andtheir tenure as External Director will have been one year upon the closure of the Annual Meeting of
Shareholders.
5.
The Company has entered into a contract with Mr. Hiroyuki Ochiai and Ms. Makiko Akabane to limit theliability for damages prescribed in Article 423, Paragraph 1 of the Companies Act in accordance with theprovision of Article 427, Paragraph 1 thereof. The limited amount of liability under such contracts is theamount stipulated in laws and regulations. Provided that their re-election is approved, the Company plans
to continue the said contracts.
6.
The Company has entered into directors and officers liability insurance with an insurance company basedon the provisions of Article 430-3, paragraph 1 of the Companies Act to cover damage that the insured,
including Directors of the Company and eligible subsidiaries, may be liable for. (However, excluding
cases that were caused by intention and grave negligence.) The Company is responsible for paying thepremium in full, and the insured are effectively not subject to payment. Provided that each candidate iselected and takes office, they will become insured. The Company plans to renew the insurance with thesame terms and conditions before it expires.
7.
Mr. Hiroyuki Ochiai and Ms. Makiko Akabane satisfy the requirements for independent directors as per
the regulations of Tokyo Stock Exchange, Inc. The Company plans to continue to designate them as
Independent Directors provided that they are elected as Directors.

- 16 -

Agenda No. 3:

Partial Amendment and Extension of the Stock-based Compensation
Plan for Directors

1. Reason for proposal and rationale for the compensation
Remuneration of Directors (excluding Directors who are External Directors or Audit andSupervisory Committee Members) of the Company consists of “basic remuneration” and a“bonus,” as well as “stock-based compensation” which was introduced with approval by theshareholders at the 101st Annual Meeting of Shareholders held on June 28, 2017 (hereinafter
the “Previous Resolution by General Meeting of Shareholders”) as a stock-based compensation
plan using a trust (hereinafter the “Plan”). Under this agenda item, the Company proposes topartially amend and extend the term of the Plan.
The Company also asks you to leave the specifics of the amendment to the discretion of theBoard of Directors within the scope described in 2 below.
Designed to clearly link Directors’ remuneration with the Company’s stock value, the Plan
allows Directors to not only receive the benefits of a stock price increase but also share the risks
associated with a fall in the stock price. The Plan was introduced with the aim of motivatingthem to enhance the Company’s performance and corporate value over the medium to long run,by allowing Directors to share the benefits and risks of stock price fluctuations on an equal
footing with shareholders. By adding the element of linkage with performance during the periodof the Medium-term Management Plan, the Plan will aim to further incentivize Directors toachieve performance targets and sustainable improvement of the corporate value.
Remuneration under the Plan after amendment shall be in addition to the remuneration limit set
for Directors (excluding Directors who are Audit and Supervisory Committee Members) (up to
250 million yen per year; however not including salary paid as an employee) that was approvedat the 100th Annual Meeting of Shareholders held on June 28, 2016. Further, Directors(excluding Directors who are External Directors or Audit and Supervisory Committee Members;hereinafter the same applies in this agenda item) who will be in office during three (3) businessyears from the business year ending on March 31, 2024, to the business year ending on March
31, 2026 (hereinafter the “Plan Period”) shall be eligible for the remuneration under the Plan
after amendment under this agenda item (however, the Plan Period may be extended as
described below).
An outline of the policy for determining the details of remuneration, etc. for individual Directorsof the Company is as described in “(v) Remuneration, etc. for Directors,” in “(3) Company
Officers” of the Business Report and, provided that this agenda item is approved, the meetingof the Board of Directors held on May 12, 2023, resolved that such details be amended as statedin this agenda item. Since the details of this agenda item are necessary and reasonable to pay
remuneration, etc. in line with the said policy after amendment, the details of this agenda item
have been judged rational.
Once “Agenda No. 2: Election of Seven (7) Directors (excluding Directors who are Audit andSupervisory Committee Members)” is approved as drafted, the number of Directors who are
eligible for the Plan will be 5 (five).
The Audit and Supervisory Committee confirmed that, after reviewing this agenda item, it foundno areas in need of particular criticism.
* If this agenda item is approved as drafted, the Company plans to introduce a similar
performance-linked stock-based compensation plan for its Executive Officers.

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2. Amount and specifics of remuneration, etc. to be paid under the Plan
In extending the term of the Plan, the current specifics of the Plan will be partially amended.
The amount and specifics of remuneration, etc. in relation to the Plan after amendment are as
below.
(1)

Overview of the Plan
The Plan is a stock-based compensation plan under which a trust created using the money
contributed by the Company (already created at the time of the introduction of the Plan in
2017; hereinafter the “Trust”) acquires the Company’s shares. These shares will be granted
to eligible Directors through the Trust in a quantity equivalent to the number of points theCompany will have awarded them.
As a general rule, such shares will be granted to Directors upon their retirement.
Directors (excluding Directors who areExternal Directors or Audit andSupervisory Committee Members) of theCompany
From the business year ending on March
31, 2024, to the business year ending on
March 31, 2026

(i)

Eligible persons for the Plan

(ii)

Plan Period(iii)

Maximum amount of money to becontributed by the Company asfunds to acquire the Company’s
shares necessary to be granted toeligible persons in (i) for the Plan
Period of three business years in (ii)

160 million yen in total*(iv)

Method of acquiring the Company’s
sharesTo acquire via disposal of treasury sharesor through the stock market (including offfloor trading)(v)

Maximum number of points to beawarded to eligible persons in (i)Up to 60,000 points per business year(vi)

Criteria for awarding points

To award points according to position, thedegree of achievement of performancetargets, and others

Timing of granting the Company’s
Upon retirement as a general ruleshares to eligible persons in (i)* If this agenda item is approved as drafted, no additional deposit of money by the Company
to the Trust pursuant to the Previous Resolution by General Meeting of Shareholders will
be made. However, money that was deposited by the Company in the past and is remaining
in the Trust may be used as funds to acquire the Company’s shares to be granted to
Directors pursuant to the Plan after amendment.
(vii)

(2)

Maximum amount of money to be contributed by the Company
In addition to extending the duration of the Trust already established, the Company will
additionally contribute up to 160 million yen in total to the Trust as remuneration for
Directors during the Plan Period. The money will be used to acquire the necessary numberof the Company’s shares to be granted to Directors under the Plan. The Trust will use themoney deposited by the Company (including any money remaining in the Trust before theadditional deposit, in addition to the money to be additionally deposited by the Company as
above) as the source of funds to acquire the Company’s shares either via disposal of its
treasury shares or through the stock market (including off-floor trading).
* The actual amount of money to be additionally deposited to the Trust by the Company will
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be the sum of the above-mentioned funds used to acquire shares and for the estimatedamount of necessary expenses, including a trust fee and a trust administrator fee.
The Company’s Board of Directors may resolve to retain the Plan by extending the Plan
Period for up to five business years as determined each time and, as a result, further extending
the trust period of the Trust (including a case where the trust period is effectively extended
by transferring the trust assets of the Trust to a trust created by the Company for the purpose
identical to that of the Trust; hereafter the same applies). In such a case, the Company will
additionally deposit money to the Trust in an amount up to 80 million yen multiplied by the
number of business years during the extended portion of the Plan Period as funds foracquiring additional shares of the Company to be granted to Directors under the Plan during
the said extended portion of the Plan Period, and will continue awarding points and granting
the Company’s shares as described in (3) below.
Further, even in the case where the Company does not continue the Plan due to not-extending
the Plan Period as above, if there is any Director who has been awarded points but has not
yet retired upon expiration of the trust period, the Company may extend the period of theTrust until he/she retires and has been granted the Company’s shares in full.
There may be cases where the Company’s shares that have been acquired by the Trust for
the Plan prior to the amendment will be granted by the Trust to a Director as granting under
the Plan after amendment.
(3)

Method of calculating the number of shares to be granted to Directors and the upper limit(i) Method of awarding points to Directors and maximum number of points to be awarded,
etc.
Pursuant to the stock grant rules stipulated by the Board of Directors, the Company willaward points to Directors at a point awarding date as provided in the stock grant rules
during the trust period. The number of points to be awarded will be calculated according
to the position held by each Director and the degree of achievement of the performancetargets under the Medium-term Management Plan (planning to use ‘net income’ and‘ROE’ for the first year), among other things.
The total number of points the Company will award to Directors in each business year
will not exceed 60,000.
(ii) Granting of the Company’s shares according to the number of points awarded
In accordance with the procedures described in (iii) below, eligible Directors will be
granted the Company’s shares in the quantity corresponding to the number of points
awarded to them pursuant to (i) above. However, in cases such as where a Director
retires for personal reasons, all or some of the points awarded shall be forfeited and the
Director shall not be granted the Company’s shares corresponding to the points forfeited.
One point shall correspond to one share of the Company; provided, however, that in theevent of a share split, reverse share split, or any other cause for which it would beconsidered reasonable to adjust the number of the Company’s shares to be granted, thesaid number of shares per point will be adjusted to the extent reasonable depending on
the split or reverse split ratio, etc.
(iii) Granting of the Company’s shares to Directors
Each eligible Director will acquire the beneficiary interests of the Trust by following
the prescribed procedures upon his/her retirement, and will be granted the Company’s
shares (including the Company’s shares corresponding to the points awarded under thePlan prior to the amendment) as described in (ii) above by the Trust as a beneficiary of
the Trust.
An eligible Director may receive a certain percentage of these shares in money in lieu
of shares after they are sold and converted into cash by the Trust for the purpose of the- 19 -

Company withholding income taxes, etc. An eligible Director may also receive money
instead of shares if the Company’s shares held in the Trust have been sold through atakeover bid, or in other circumstances where the Company’s shares held in the Trust
have been converted into cash.
(4)

Exercise of voting rights
In accordance with the instructions of the trust administrator who will be independent of theCompany and its Directors, the voting rights associated with the shares held in the Trust shallnot be exercised without exception. This will assure the neutrality of the Company’s
management in relation to exercising voting rights associated with these shares.

(5)

Handling of dividends
Dividends for the Company’s shares held in the Trust will be received by the Trust and will
be used to pay for the acquisition of the Company’s shares, trustee fees payable to the trusteeof the Trust, etc.

For Your Reference:
The policy on the determination of the details of Directors’ remuneration, etc. was revised at themeeting of the Board of Directors held on May 12, 2023, as follows.
(Fundamental philosophy of Directors’ remuneration)
It should allow superior and talented people to be secured and retained;
It should promote initiatives for increasing the corporate value; andIt should facilitate sharing interests with shareholders.
• The level of Directors’ remuneration of the Company is set after confirming the levels of othercompanies in business size similar to the Company’s based on directors’ remuneration data
provided by external research agencies.
• Remuneration of Executive Directors consists of basic remuneration, cash bonus as a short-term
incentive, and performance-linked stock compensation as a long-term incentive, designed toprovide incentives for growth over the medium term in addition to sustainable improvements inperformance each fiscal year.
• External Directors and Directors who are Audit and Supervisory Committee Members, both ofwhom are independent from business execution, are paid basic remuneration only.
• The policy for determining Directors’ remuneration and remuneration paid to Directors each year
are decided by the Board of Directors after discussions at the Nomination and Remuneration
Advisory Committee. In addition, the level of remuneration for Directors who are Audit andSupervisory Committee Members is determined by the Audit and Supervisory Committee after
discussions at the Nomination and Remuneration Advisory Committee.
• The said Advisory Committee is comprised of Executive Directors, External Directors, andDirectors who are Audit and Supervisory Committee Members, with a majority of the members
being Independent Outside Directors.
• There is no retirement benefit plan for Directors and Directors who are Audit and Supervisory
Committee Members.
a. Policy for basic remuneration• The amount of basic remuneration is determined based on the role and position of each
Director and paid monthly as fixed remuneration.
• The level of remuneration is determined in reference to directors’ remuneration data provided
by external research agencies.
b. Policy for performance-linked compensation, etc.
• In order to strengthen the linkage between the Company’s performance and Directors’
remuneration, it shall be determined based on four indicators; actual result vs. the plan at the- 20 -

beginning of the year (to be disclosed at the beginning of the year) and a comparison against
the previous year’s result, using consolidated operating profit as a performance indicator, andactual result vs. the plan at the beginning of the year (disclosed in the Medium-termManagement Plan) and a comparison against the previous year’s result, using nonconsolidated operating profit as a performance indicator. The degree of achievement shall be
100% when the target performance is achieved, and vary within the range of 0 to 150%.
• The amount of awarding when the target performance is achieved shall be roughly 33 to 35%of the fixed remuneration.
• The amount of awarding each year is decided by the Board of Directors after discussions at
the Nomination and Remuneration Advisory Committee.
c. Policy for non-monetary compensation, etc.
• Performance-linked stock compensation is paid with the aim of providing increased
motivation to help enhance the Company’s performance and corporate value over the medium
to long run and increasing awareness of shareholder-focused management, by strengthening
the linkage between Directors’ remuneration with the Company’s stock value to share not only
the benefits of a stock price increase but also the risks associated with a fall in the stock pricewith the shareholders.
• Share points are awarded each fiscal year during a period from each Director’s taking office
to his/her retirement as Director, and accumulated points are converted into shares anddelivered to her/him upon retirement. Stock compensation consists of fixed and variable
portions; the fixed portion (50%) is pre-determined based on the position whereas points areawarded according to the degree of achievement of performance targets (ROE and net
income) (the rate of performance-linked payout) for the variable portion (50%). The degree ofachievement shall be 100% when the target performance is achieved, and vary within the rangeof 0 to 150%.
• Stock compensation is paid upon retirement as Director in order to continue to incentivize the
Director while (s)he is in office.
• The rights are awarded by no later than the end of June following a general meeting ofshareholders each year, and the amount of awarding is calculated based on the position during
a business year immediately preceding the meeting.
• The amount of rights to be awarded for stock compensation shall be roughly 33 to 35% of the
fixed remuneration.
• The amount of awarding each year is decided by the Board of Directors after discussions at
the Nomination and Remuneration Advisory Committee.
d. Policy for the ratio of remuneration, etc.
• Directors’ remuneration of the Company consists of basic remuneration, cash bonus as a shortterm incentive, and performance-linked stock compensation as a long-term incentive, and theratio of each component is roughly 60% to 20% to 20% when the target performance isachieved.

- 21 -

[Reference]
Basic policy for election of candidates for Director
The Company, following the slogan of “Pioneer in Creating Elasticity”, aspires to be a development/creationoriented enterprise that makes great use of the “elasticity” of raw materials as the core technology in theautomotive, medical, life-related, and other industries. Having already expanded into the global market
centering on the U.S. and Asia, the Company sets an eye on the new movements of the automotive industry
represented by “CASE,” and is determined to aggressively deepen and expand its business domain and aims
at the sustainable growth and the medium to long-term enhancement of corporate value through incorporating“ESG” into its corporate management. Based on this basic policy, the Company has set forth the election
criteria for candidates for Director.
Procedure for election of candidates for Director
In appointing candidates for Director, the Nomination and Remuneration Advisory Committee will make aproposal to the Board of Directors, and the Board of Directors will deliberate, decide on the proposal of theNomination and Remuneration Advisory Committee, and submit an agenda item for election of Directors to a
general meeting of shareholders.
Independence criteria for External Director
The Company has formulated the “independence criteria for External Director” and will select Independent
Directors who do not fall under any of the following items to lack independence.
(1)
Any person who currently belongs or at any point in the past has belonged to the Company,
subsidiaries, and affiliates as one who executes business(2)
Any person who currently belongs to an organization, such as a corporation of which the Company isa main shareholder, as one who executes business(3)
Any person who currently belongs to an organization, such as a corporation of which the Company isa main shareholder or one that is a main shareholder of the Company, as one who executes business(4)
Any person who currently is a main business partner of the Company or to whom the Company is amain business partner (in the case of an organization, such as corporations, any person who currently
belongs to that organization and executes business.)(5)
Any person who currently is a main lender or an important creditor to the Company (in the case of anorganization, such as corporations, any person who currently belongs to that organization and executes
business.).
(6)
Any person who currently is the accounting auditor of the Company or a certified public accountant
who is the accounting advisor to the Company or currently belongs to the accounting firm of theCompany(7)
Any person who currently receives a large amount of compensation through providing legal, financial,
tax and other professional services or consulting to the Company (in the case of an organization, suchas corporations, any person who currently belongs to that organization)(8)
Any person who currently receives a large amount of donations from the Company (in the case of anorganization, such as corporations, any person who currently belongs to that organization)(9)
Any person who has been External Director whose number of years in office exceeds the period
stipulated by the Company(10) Any person who falls under any of (2) to (8) above in the past five years.
(11) Any person who has a special reason that may be judged as likely to cause a conflict of interest withgeneral shareholders, notwithstanding the provisions of the preceding paragraphs.
Notes:
1:Main shareholder: A shareholder who has 10% or more of the total voting rights
2:
Main business partner: A business partner whose transactions with the Company total a monetaryamount exceeding 2% or more of the consolidated net sales of the Company
3:
Main lender (other large creditor): A lender whose lending exceeds 2% or more of the total
consolidated assets of the Company (Large creditor)
4:
Large amount of compensation: A monetary amount exceeding an annual 10 million yen in averagein the past three fiscal years.
5:
Large amount of donations: A monetary amount exceeding an annual 10 million yen in the past fiscal
year
6:
Number of years in office: The tenure for External Director who is not an Audit and Supervisory
Committee Member and who is an Audit and Supervisory Committee Member is six years and 12
years, respectively.

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[Reference] The structure of the Board of Directors after Agenda No. 2 has been approved
If Agenda No. 2 is approved as it is proposed, the structure of the Board of Directors at the close of theAnnual General Meeting of Shareholders will be as below:

Name

Independence

GenderTenure as
Director

Position at theCompany (Planned)

Re-election

Yukihiko ShimazuMale

18 yearsPresident andRepresentative
Director

Re-election

Michio NagamineMale

15 years

Senior Managing
Director

Re-election

Toru SuzukiMale

9 years

Director

Re-election

Shigeru Masuda

Male

2 years and
10 months

Director

Re-election

Masaaki KajiMale

1 yearDirector

Re-election

Hiroyuki Ochiai

Independent
DirectorMale

1 yearExternal Director

Re-election

Makiko Akabane

Independent
DirectorFemale1 yearExternal Director

Genichi Ishikawa

*1.
2.
3.

Male

1 yearKenichi Asano

Independent
DirectorMale

7 years

Sakae Komiyama

Independent
DirectorFemale2 years and
10 months

Director
Full-time Audit andSupervisory
Committee Member
External Director
Audit andSupervisory
Committee Member
External Director
Audit andSupervisory
Committee Member

The tenure of each Director is described as the total number of years in office regardless of their titles.
Mr. Kenichi Asano has been an officer of the Company who does not execute business (an Auditor) in
the past.
Ms. Sakae Komiyama worked at the predecessor (EY Ota Showa Audit Corporation) of Ernst & Young
ShinNihon LLC, the Accounting Auditor of the Company, in the past. However, she was not in chargeof the Company while in office, and a reasonable number of years passed since she resigned from EY
Ota Showa Audit Corporation in 2014. Accordingly, she is judged to be independent in light of theCompany’s independence criteria.

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Director

Toru Suzuki

Director

Shigeru
MasudaDirector

Masaaki Kaji

External Director

Hiroyuki
Ochiai

External Director

MakikoAkabane

Director

GenichiIshikawa





























- 24 -






Sakae
Komiyama



Full-time Audit andSupervisory
Kenichi Asano
Committee Member
External DirectorInnovation/new
business





DX/IT

MichioNagamine

ESG/
sustainability

Senior Managing
Director

Global business

Legal/riskmanagement

Finance/accounting

Yukihiko
Shimazu

Name

Manufacturing/
quality

Sales/
marketingPresident andRepresentative
Director

Position at theCompany (Planned)

Technology/
development

Corporate
management[Reference] Skill matrix of the Board of Directors after Agenda No. 2 has been approved
If Agenda No. 2 is approved as it is proposed, the skill matrix of the Board of Directors at the close of
the Annual General Meeting of Shareholders will be as below: