Arisawa Mfg : Notice of the 76th Annual General Meeting of Shareholders（177KB）

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 shall prevail.

Securities Code: 5208 June 10, 2024

To our shareholders:

Yuta Arisawa

President and Representative Director

Arisawa Mfg. Co., Ltd.

5-5Minami-honcho1-chome,Joetsu-shi, Niigata

Notice of the 76th Annual General Meeting of Shareholders

We are pleased to announce the 76th Annual General Meeting of Shareholders of Arisawa Mfg. Co., Ltd. (the "Company"), which will be held as stated below.

In convening this General Meeting of Shareholders, the Company has taken measures for providing information that constitutes the content of reference documents for the general meeting of shareholders, etc. (matters for which measures for providing information in electronic format are to be taken) in electronic format, and has posted the information on each of the following websites. Please access either of the websites to view the information.

The Company's website: https://www.arisawa.co.jp/ (in Japanese)

(From the above website, select "IR/Financial," "IR Library," and then "Shareholders' Meeting.")

Website for posted informational materials for the general meeting of shareholders: https://d.sokai.jp/5208/teiji/ (in Japanese)

TSE website (Listed Company Search): https://www2.jpx.co.jp/tseHpFront/JJK010010Action.do?Show=Show (in Japanese)

(Access the TSE website by using the internet address shown above, enter "Arisawa Mfg." in "Issue name (company name)" or the Company's securities code "5208" 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].")

If you do not plan on attending the meeting in person, please consider exercising your voting rights in advance either by mail or via the internet using the voting form sent with this notice.

If you exercise your voting rights either by mail or via the internet and other means, the deadline by which voting rights must be exercised is 5:00 p.m. on Wednesday, June 26, 2024 (JST). We appreciate your cooperation.

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1. Date and Time: Thursday, June 27, 2024 at 10:00 a.m. (Reception will open at 9:00 a.m.) (JST)
2. Venue: Conference Room, Joetsu Head Office of the Company

5-5Minami-honcho1-chome,Joetsu-shi, Niigata

• On the day, we will be providing a livestreaming of the meeting for shareholders via the internet. For details, please refer to "Information on the Livestreaming of General Meeting of Shareholders" of this notice (in Japanese only).

3. Purpose of the Meeting

Matters to be reported:

• 1. Business Report and Consolidated Financial Statements for the 76th Fiscal Year (April 1, 2023, to March 31, 2024) and Audit Reports of Consolidated Financial Statements by the Accounting Auditor and the Board of Corporate Auditors
  2. Non-consolidatedFinancial Statements for the 76th Fiscal Year (April 1, 2023, to March 31, 2024)

  Matters to be resolved:

  Proposal No. 1 Appropriation of Surplus

  Proposal No. 2 Election of Nine Directors

  Proposal No. 3 Election of Three Corporate Auditors

  Proposal No. 4 Election of Two Substitute Corporate Auditors

• When attending on the day of the meeting, please submit the voting form sent with this notice to reception.
  If you exercise your voting rights by proxy, another shareholder with a voting right of the Company may attend the General Meeting of Shareholders as your proxy. In this case, however, please submit a written document certifying the authority of proxy with the voting form at the reception.
• No gifts will be provided to shareholders who attend the Annual General Meeting of Shareholders. Your understanding is appreciated.
• For this General Meeting of Shareholders, we have delivered paper-based documents stating the matters subject to measures for electronic provision to all shareholders, regardless of whether or not they have requested them.
  Among the matters subject to measures for electronic provision, in accordance with the provisions of laws and regulations and the Articles of Incorporation of the Company, the following matters are not provided in the documents delivered to shareholders.
• 1. "Consolidated Statements of Changes in Shareholders' Equity and Other Net Assets" and "Notes to Consolidated Financial Statements" in the Consolidated Financial Statements
  2. "Non-consolidatedStatements of Changes in Shareholders' Equity and Other Net Assets" and "Notes to Non-consolidated Financial Statements" in the Non-consolidated Financial Statements

Accordingly, the Business Report, Consolidated Financial Statements and Non-consolidated Financial Statements stated in the documents are part of the documents included in the scope of audits by the Accounting Auditor and the Corporate Auditors when they create their respective audit reports.

• If revisions to the matters subject to measures for electronic provision arise, a notice of the revisions and the details of the matters before and after the revisions will be posted on each of the aforementioned websites.

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Reference Documents for General Meeting of Shareholders

Proposal No. 1 Appropriation of Surplus

The Company regards the return of earnings to shareholders as an important management issue and will provide an active return of earnings to shareholders while investing funds for the maintenance and expansion of the revenue base for existing businesses and for the development of new applications.

In line with this policy, the Company proposes the appropriation of the surplus for the fiscal year as follows: Year-end dividends

1. Type of dividend property Cash
2. Allotment of dividend property and the aggregate amount
   The Company proposes to pay a dividend of ¥40 per common share of the Company. Total amount: ¥1,329,439,640
   As the Company paid an interim dividend of ¥20 per share, the annual dividends for the fiscal year will be ¥60 per share.
3. Effective date of payment of surplus available for dividends June 28, 2024

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Proposal No. 2 Election of Nine Directors

At the conclusion of the Annual General Meeting of Shareholders, the terms of office of all nine Directors will expire. Therefore, the Company proposes the election of nine Directors.

The candidates for Director are as follows:

				(Reference)
Candidate					Attendance at
	Name			meetings of the
No.			Current position in the Company	Board of
					Directors during
					the fiscal year
1	Yuta Arisawa	(Male)	Reelection	President and Representative Director	11/11
(100%)
2	Takeshi Masuda	(Male)	Reelection	Director and Senior Managing	11/11
Operating Officer	(100%)
3	Osamu Nakajima	(Male)	Reelection	Director and Senior Operating Officer	11/11
(100%)
4	Makoto Tai	(Male)	Reelection	Director and Senior Operating Officer	8/8
(100%)
			Reelection		11/11
5	Koji Nakamura	(Male)	Outside	Outside Director
(100%)
			Independent
			Reelection		11/11
6	Kazuo Abiko	(Male)	Outside	Outside Director
(100%)
			Independent
			Reelection		11/11
7	Hirotoshi Takada	(Male)	Outside	Outside Director
(100%)
			Independent
			Reelection		11/11
8	Miho Numata	(Female)	Outside	Outside Director
(100%)
			Independent
			Reelection		8/8
9	Makiko Horie	(Female)	Outside	Outside Director
(100%)
			Independent

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Candidate	Name	Career summary, and position and responsibility	Number of the
	in the Company	Company's shares
No.	(Date of birth)
(Significant concurrent positions outside the Company)	owned
		Apr. 1992	Joined Mitsubishi Electric Corporation
		Feb. 2002	Joined JPMorgan Securities Japan Co., Ltd.
		Aug. 2003	Joined the Company
		Apr. 2007	Assistant General Manager, Manufacturing
			Dept.
	Yuta Arisawa	Apr. 2009	Operating Officer
	(July 25, 1969)	Jun. 2010	Director and Senior Operating Officer	131,813 shares
		Jun. 2011	Director and Senior Managing Operating
	Reelection
		Officer
		Jun. 2014	President and Representative Director (current
1			position)
	Jun. 2015	Chief Operating Officer (COO)
		Jun. 2017	Chief Executive Officer (CEO) (current
			position)
	(Reasons for nomination as candidate for Director)
	After serving in the corporate planning, manufacturing and sales departments, Yuta Arisawa became President and
	Representative Director in 2014. Since assuming that role, he has been promoting business reform with an emphasis on
	medium- to long-term growth based on the corporate philosophy while looking over the entire Group with a global
	perspective. The Company deems that he is a suitable manager to play a leadership role to accelerate innovative
	changes based on his abundant insight, experience and achievements cultivated through such corporate management
	experience. He is nominated as a candidate for Director because he is expected to promote information sharing and
	reinforce the decision-making function of the Board of Directors as a member of the Board of Directors.
		Apr. 1986	Joined Alps Electric Co., Ltd.
		Oct. 1990	Joined the Company
		Nov. 2003	Group Leader, Administration Planning Group
		Jul. 2008	Assistant General Manager, Manufacturing
			Dept.
		Oct. 2010	General Manager, Corporate Planning Dept.
		Jun. 2011	Operating Officer in charge of Corporate
			Planning Dept.
	Takeshi Masuda	Jun. 2015	Operating Officer in charge of Corporate
		Planning Dept. and Accounting Dept.
	(April 3, 1963)		35,491 shares
	Jun. 2016	Operating Officer; Deputy Division Chief,
	Reelection		Administration Division; in charge of Corporate
		Planning Dept., Accounting Dept., and Human
			Resources Dept.
2		Jun. 2021	Director and Senior Operating Officer, Division
		Chief, Manufacturing Division; Division Chief,
			Administration Division
		Jun. 2023	Director and Senior Managing Operating
			Officer, Division Chief, Manufacturing
			Division; Division Chief, Administration
			Division (current position)
	(Reasons for nomination as candidate for Director)
	Takeshi Masuda served in the corporate planning and manufacturing departments after joining the Company, and he
	currently manages the Administration and Manufacturing divisions. The Company deems that he is an essential person
	for further increasing efficiency of management and strengthening ESG efforts in the future because of his broad
	experience and proven track record including in IR operations, collaboration and M&As with domestic and overseas
	companies, and establishment and execution of management and manufacturing strategies. He is nominated as a
	candidate for Director because he can be expected to ensure the effectiveness of the supervisory functions of the
	Company's Board of Directors by supervising the execution of duties by Operating Officers and others based on his
	abundant practical experience.

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Candidate	Name	Career summary, and position and responsibility	Number of the
	in the Company	Company's shares
No.	(Date of birth)
(Significant concurrent positions outside the Company)	owned
		Apr. 1989	Joined Mitsui & Co., Ltd.
		May 2011	Department Manager, Solar Business Div.,
			Functional Chemicals Business Unit
		Apr. 2013	Department Manager, Advanced Materials Div.,
			Functional Chemicals Business Unit
		Jul. 2014	Department Manager, Business Development
			Div., Basic Chemicals Business Unit
	Osamu Nakajima	Oct. 2015	Joined the Company as General Manager,
	(June 5, 1965)		Electronic Materials Sales Dept.	40,657 shares
		Oct. 2015	Operating Officer in charge of Electronic
	Reelection
		Materials Sales Dept.
		Jun. 2016	Director and Senior Operating Officer, Division
3			Chief, Electronic Materials Business Division;
		in charge of Electronic Materials Sales Dept.
		Jun. 2023	Director and Senior Operating Officer, Division
			Chief, Business Promotion Division; in charge
			of Electronic Materials Sales Dept. (current
			position)
	(Reasons for nomination as candidate for Director)
	Osamu Nakajima has been managing the Business Promotion Division since his joining the Company after holding
	successive management posts in sales and development in the Functional Chemicals Business Unit of Mitsui & Co.,
	Ltd. The Company deems that he is an essential person for the further increase of the products' sales in the future and
	for the quality improvement of the Company's subsidiaries because of his proven track record of expanding the Group's
	business scope by leveraging his abundant sales experience, including his experience working overseas and his
	development oriented viewpoint. He is nominated as a candidate for Director because he is expected to ensure the
	effectiveness of the supervisory functions of the Company's Board of Directors by supervising the execution of duties
	by Operating Officers and others based on his abundant practical experience.

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Candidate	Name	Career summary, and position and responsibility	Number of the
	in the Company	Company's shares
No.	(Date of birth)
(Significant concurrent positions outside the Company)	owned
		Apr. 1988	Joined Daiichi Denko Corporation (presently
			Sumitomo Electric Wintec, Inc.)
		Mar. 2002	Joined the Company
		Jul. 2006	Group Leader, Electronic Materials Group 1,
			Engineering Dept.
		Apr. 2010	Assistant General Manager, Research &
			Development Dept.
		Apr. 2012	General Manager, Engineering Dept.
		Jun. 2015	Operating Officer in charge of Research &
	Makoto Tai		Development Dept.
	Jun. 2019	Operating Officer; Deputy Division Chief,
	(September 21, 1964)	10,807 shares
		Electrical Insulating & Composite Materials
	Reelection		Business Division; in charge of Electrical
		Insulating & Composite Materials Research &
			Development Dept., Optical Materials Research
4			& Development Dept., and Research &
		Development Dept. (deputy)
		Jun. 2023	Director and Senior Operating Officer, Division
			Chief, Innovation Promotion Division; Deputy
			Division Chief, Business Promotion Division;
			in charge of Development Support Dept.,
			Innovation Center Preparatory Office (main),
			and Analysis Center (current position)
	(Reasons for nomination as candidate for Director)
	Makoto Tai was engaged in development of insulating materials and other products at Daiichi Denko Corporation and
	after joining the Company, he has involved in development and management across all segments. Currently, he
	manages the Innovation Center Preparatory Office, Development Support Dept., and Analysis Center. The Company
	deems that he is an essential person for realizing our research, development and technical strategies toward the
	Company's growth based on his extensive experience and proven track record. He is nominated as a candidate for
	Director because he is expected to ensure the effectiveness of the supervisory functions of the Company's Board of
	Directors by supervising the execution of duties by Operating Officers and others based on his abundant practical
	experience.
		Apr. 1973	Joined Mitsui & Co., Ltd.
		Apr. 2004	Managing Officer; Chief Operating Officer of
			Synthetic Resins and Inorganic Chemicals
			Business Unit
	Koji Nakamura	Apr. 2006	Executive Managing Officer; Chief Operating
		Officer of Chemicals Business Unit II
	(August 15, 1948)
	Apr. 2009	Senior Executive Managing Officer; Chief
	Reelection		Operating Officer of EMEA (Europe, the	- shares
		Middle East and Africa) Business Unit
	Outside
	Mar. 2011	Retired as Senior Executive Managing Officer
	Independent
	Aug. 2011	Audit & Supervisory Board Member, SANKO
5
		Co., Ltd. (current position)
		Aug. 2016	Outside Director, Sanko Gosei Ltd. (current
			position)
		Jun. 2020	Director, the Company (current position)
	(Reasons for nomination as candidate for outside Director and expected roles)
	Koji Nakamura has been involved in corporate management in Japan and overseas for many years, having served as
	Senior Executive Managing Officer of Mitsui & Co., Ltd. and as Director at Sanko Gosei Ltd. The Company deems that
	he has extensive insight and knowledge regarding global management from his experience as a managing officer at a
	global company and that he will deliver opinions from an outside perspective with regard to the overall management of
	the Company, particularly in the area of business strategy, and increase the rationality and transparency of the
	Company's management. He is nominated as a candidate for outside Director in the expectation that he would supervise
	the decision making and business execution by managements and Directors from an independent standpoint.

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Candidate	Name	Career summary, and position and responsibility	Number of the
	in the Company	Company's shares
No.	(Date of birth)
(Significant concurrent positions outside the Company)	owned
		Nov. 1978	Joined Associated Press
		May 1985	Deputy General Manager of Tokyo Studio
		Jul. 2001	President, Foreign Correspondents' Club of
			Japan
	Kazuo Abiko	Apr. 2004	General Manager of Tokyo Studio, Associated
		Press
	(January 22, 1947)
	Jul. 2004	General Manager for Northeast Asia
	Reelection	Feb. 2010	Advisor	- shares
	Sep. 2010	Part-time Lecturer, Tokyo University of Foreign
	Outside
		Studies
	Independent
	Sep. 2011	Part-time Lecturer, Sophia University
6		Apr. 2015	Visiting Professor, Kanda University of
		International Studies
		Jul. 2018	Auditor, Foreign Correspondents' Club of Japan
		Jun. 2020	Director, the Company (current position)
	(Reasons for nomination as candidate for outside Director and expected roles)
	After graduating from Graduate School of The California State University, Kazuo Abiko was appointed the General
	Manager of Tokyo Studio and General Manager for Northeast Asia at Associated Press while also working as the
	President of Foreign Correspondents' Club of Japan. After retiring from the said company, he worked as a part-time
	lecturer at Tokyo University of Foreign Studies and Sophia University. The Company deems that he will deliver
	opinions from an outside perspective and increase the rationality and transparency of the Company's management by
	leveraging his insight in international communication and norms and ethics of journalism. He is nominated as a
	candidate for outside Director in the expectation that he would supervise the decision making and business execution by
	managements and Directors from an independent standpoint.

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Candidate	Name	Career summary, and position and responsibility	Number of the
	in the Company	Company's shares
No.	(Date of birth)
(Significant concurrent positions outside the Company)	owned
		Mar. 1977	Joined NIPPON SEIKI CO., LTD.
		Apr. 2003	Director and President, UK-NSI Co., Ltd.
		Jun. 2005	Director, NIPPON SEIKI CO., LTD.
		Jun. 2008	Managing Director
		Apr. 2011	Representative Senior Managing Director
		Apr. 2011	General Manager, Sales Division
		Jun. 2011	Chairman, Wuhan Nissei Display System Co.,
			Ltd.
		Mar. 2012	Chairman, Nissei Display Sales and
			Development Co., Ltd.
	Hirotoshi Takada	Jun. 2013	President and Representative Director, NIPPON
	(August 10, 1953)		SEIKI CO., LTD.
	Reelection	Mar. 2014	Chairman, Dongguan Nissei Electronics Co.,	- shares
		Ltd.
	Outside	Apr. 2014	Chairman, Hong Kong Nippon Seiki Co., Ltd.
	Independent	Jun. 2015	President and Representative Director,
7			Executive Officer, NIPPON SEIKI CO., LTD.
	Jul. 2015	Chairman, Hong Kong Ek Chor Nissei Co.,
			Ltd.
		Jul. 2015	Chairman, Shanghai Nissei Display System
			Co., Ltd.
		Mar. 2016	Chairman and Director, Thai Nippon Seiki Co.,
			Ltd.
		Jun. 2017	Vice Chairman and Director, Executive Officer,
			NIPPON SEIKI CO., LTD.
		Jun. 2021	Director, the Company (current position)
	(Reasons for nomination as candidate for outside Director and expected roles)
	Hirotoshi Takada has served the Representative Director of NIPPON SEIKI CO., LTD. and as Chairman, etc. of
	overseas subsidiaries, has been engaged over many years in sales and product planning, etc. in the automobile industry;
	has a deep knowledge of that industry. The Company deems that he will deliver opinions from an outside perspective
	and increase the rationality and transparency of the Company's management by leveraging his abundant experience and
	broad knowledge as a manager of a company in the manufacturing industry with a global business. He is nominated as
	a candidate for outside Director in the expectation that he would supervise the decision making and business execution
	by managements and Directors from an independent standpoint.
		Dec. 2009	Registered as an attorney at law and joined
	Miho Numata		NUMATA LAW OFFICE
	(April 18, 1975)	Jan. 2016	Representative (current position)
	Reelection	Apr. 2018	Civil Conciliation Commissioner, Tokyo	- shares
		Summary Court (current position)
	Outside	Jun. 2020	Outside Corporate Auditor, Tokyo Boeki
	Independent		Holdings Corporation (current position)
8		Jun. 2021	Director, the Company (current position)
(Reasons for nomination as candidate for outside Director and expected roles)
	Miho Numata is Representative of NUMATA LAW OFFICE, and by serving as Civil Conciliation Commissioner of
	Tokyo Summary Court and as Outside Corporate Auditor of Tokyo Boeki Holdings Corporation, while managing the
	law office, she has a well-balanced career. The Company deems that she will deliver opinions from an outside
	perspective and increase the rationality and transparency of the Company's management by using her in-depth
	knowledge and experience as a legal expert who has worked as an attorney at law for many years, and her sophisticated
	knowledge relating to governance and compliance, etc. She is nominated as a candidate for outside Director in the
	expectation that she would provide supervision and advice from an independent standpoint and an objective and legal
	point of view.

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Candidate	Name	Career summary, and position and responsibility	Number of the
	in the Company	Company's shares
No.	(Date of birth)
(Significant concurrent positions outside the Company)	owned
	Makiko Horie	Apr. 1990	Joined Nomura Securities Co., Ltd.
	May 1995	Joined Merrill Lynch Investment Managers Co.,
	(May 12, 1967)
		Ltd. (presently BlackRock Japan Co., Ltd.)
	Reelection	May 2016	Joined Value Create Inc., Partner	- shares
	Oct. 2021	Joined SDG Impact Japan Inc., Partner (current
	Outside
		position)
	Independent
	Jun. 2023	Director, the Company (current position)
9
(Reasons for nomination as candidate for outside Director and expected roles)
	Makiko Horie was engaged in sales to institutional investors, corporate investigation, and management related to the
	Japanese market at global financial institutions and involved in business consultancy and launching of start-ups. The
	Company deems that she will increase the rationality and transparency of the Company's management by utilizing such
	experience to reflect a form of a company expected by investors to our management strategies. She is nominated as a
	candidate for outside Director in the expectation that she would supervise the decision making and business execution
	by managements and Directors from an independent standpoint.
Notes: 1.	There is no special interest between any of the candidates for Director and the Company.

1. The number of the Company's shares owned is based on the shareholder register as of March 31, 2024.
2. The number of the Company's shares owned by each candidate for Director includes those acquired through the shareholding plan.
3. Among the candidates for Director, Koji Nakamura, Kazuo Abiko, Hirotoshi Takada, Miho Numata, and Makiko Horie are candidates for outside Director.
   At the conclusion of this Annual General Meeting of Shareholders, Koji Nakamura's tenure as outside Director of the Company will have been four years.
   At the conclusion of this Annual General Meeting of Shareholders, Kazuo Abiko's tenure as outside Director of the Company will have been four years.
   At the conclusion of this Annual General Meeting of Shareholders, Hirotoshi Takada's tenure as outside Director of the Company will have been three years.
   At the conclusion of this Annual General Meeting of Shareholders, Miho Numata's tenure as outside Director of the Company will have been three years.
   At the conclusion of this Annual General Meeting of Shareholders, Makiko Horie's tenure as outside Director of the Company will have been one year.
4. The Company has submitted notification to Tokyo Stock Exchange, Inc. that among the candidates for Director, Koji Nakamura, Kazuo Abiko, Hirotoshi Takada, Miho Numata, and Makiko Horie have currently been designated as independent officers.
   Koji Nakamura, Kazuo Abiko, Hirotoshi Takada, Miho Numata, and Makiko Horie are candidates to be appointed as independent officers as provided for by Tokyo Stock Exchange, Inc. If their election is approved, they will be appointed as independent officers as provided for by Tokyo Stock Exchange, Inc.
5. Currently, the Company has entered into limited liability agreements with each of candidates for Director Koji Nakamura, Kazuo Abiko, Hirotoshi Takada, Miho Numata, and Makiko Horie.

If the election of Koji Nakamura, Kazuo Abiko, Hirotoshi Takada, Miho Numata, and Makiko Horie is approved, the Company intends to renew the limited liability agreement with them pursuant to the provisions of Article 427, paragraph

(1) of the Companies Act. The outline of the details of the limited liability agreements is as follows:

• If an outside Director is liable to the Company for failing to perform his/her duties, the maximum amount of liability for compensation for damage to the Company shall be the Minimum Liability Amount provided in Article 425, paragraph (1) of the Companies Act.
• The said limited liability agreement shall be effective as long as the outside Director had acted in good faith and without gross negligence in performing his/her duties that caused the damage.

7. The Company has entered into a directors and officers liability insurance policy as set forth in Article 430-3, paragraph

(1) of the Companies Act with an insurance company. Under the policy, the Directors of the Company are insureds and the Company bears the full cost of the premiums. The policy will cover losses that may arise from liability incurred by a Director who is an insured in the course of their performance of duties, or receipt of claims pertaining to the pursuit of such liability. If each candidate is appointed as a Director, each of them will become an insured under the policy. The policy is scheduled to be renewed at the next renewal under the same terms and conditions.

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