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. The Company assumes no responsibility for this translation or for direct, indirect or any other forms of damages arising from the translation.

(Stock Exchange Code 4975) June 13, 2023 (Introduction date of measures for electronic provision: June 5, 2023)

To Shareholders with Voting Rights:

Masashi Kimura

Representative Director, President and CEO

JCU CORPORATION

8-1 Higashiueno 4-chome,Taito-ku,

Tokyo, Japan

NOTICE OF

THE 63RD ANNUAL GENERAL MEETING OF SHAREHOLDERS

Dear Shareholders:

We would like to express our appreciation for your continued support and patronage.

You are cordially notified of the 63rd Annual General Meeting of Shareholders of JCU CORPORATION (the "Company"). The meeting will be held for the purposes as described below.

In holding this meeting, we are introducing measures for electronic provision. Electronic provision measures matters are posted on the following website.

[Company website] https://www.jcu-i.com/english/news/category/newsrelease/

[Website carrying materials for general meetings of shareholders] https://s.srdb.jp/4975/Japanese only

[Tokyo Stock Exchange website (Listed Company Search service)] https://www2.jpx.co.jp/tseHpFront/JJK020010Action.do?Show=Show

(Access the above TSE website and search by entering "JCU" in the "Issue name (company name)" text box or the stock exchange code, "4975," in the "Code" text box. Click "Basic information" and then "Documents for public inspection/PR information." The information is available in the "Notice of General Shareholders Meeting /Informational Materials for a General Shareholders Meeting" section below the "Filed information available for public inspection" header.)

If you cannot attend the meeting in person, you can exercise your voting rights in writing or via the Internet. Please review the attached Reference Documents for the General Meeting of Shareholders and exercise your voting rights by 5:30 p.m. on Tuesday, June 27, 2023, Japan time.

- 1 -

1. Date and Time: Wednesday, June 28, 2023, at 10:00 a.m. Japan time

(The reception desk opens at 9:30 a.m.)

2. Place:Conference room at the Head Office of the Company located at TIXTOWER UENO 16F, 8-1 Higashiueno 4-chome,Taito-ku, Tokyo, Japan

3. Meeting Agenda:

Matters to be reported: 1. The Business Report, Consolidated Financial Statements for the Company's

63rd Fiscal Year (April 1, 2022 - March 31, 2023) and results of audits by the Accounting Auditor and the Audit & Supervisory Board of the Consolidated Financial Statements

2. Non-consolidated Financial Statements for the Company's 63rd Fiscal Year (April 1, 2022 - March 31, 2023)

Proposal to be resolved:

Proposal: Election of ten (10) Directors

  • Of the electronic provision measures matters, the following items are not included in the paper copy to be sent to shareholders who have requested it based on laws and regulations and provisions of Article 16 of the Articles of Incorporation of the Company.
    1. Status of Accounting Auditors and Systems for Ensuring Proper Operation of Business and Implementation Status of Such Systems of the business report
    2. Consolidated Statements of Changes in Shareholders' Equity and Notes to the Consolidated Financial Statements of the consolidated financial statements
    3. Non-ConsolidatedBalance Sheet, Non-Consolidated Statement of Income, Non-Consolidated Statements of Changes in Shareholders' Equity, and Notes to the Non-Consolidated Financial Statements of the non-consolidated financial statements
    4. Accounting Audit Report on Consolidated Financial Statements, Accounting Audit Report on Non- Consolidated Financial Statements, and Audit Report by the Audit & Supervisory Board of the audit report

Therefore, the paper copy to be sent to shareholders who have requested it forms part of the documents audited by the Audit & Supervisory Board Members and the Accounting Auditor in preparing audit reports.

  • Any revisions to the electronic provision measures matters will be posted on the websites on which they are posted.
  • In order to prevent the spread of the novel coronavirus infection, we recommend that you exercise your voting rights in writing or via the Internet. Shareholders attending the meeting in person are kindly requested to check the status of the infection and their physical condition on the day of the meeting and take measures to prevent infection before visiting.

- 2 -

Reference Documents for the General Meeting of Shareholders

Proposals and References

Proposal: Election of ten (10) Directors

The term of office of all ten (10) Directors will expire at the conclusion of this year's Annual General Meeting of Shareholders. Accordingly, the election of ten (10) Directors is proposed.

The candidates are as follows:

Attendance at

No.

Name

Positions and responsibilities at the Company

the Board of

Directors

meetings

1

Masashi Kimura

Representative Director, President and CEO

100%

Reappointment

Member, Nomination and Remuneration Advisory

(17/17)

Committee

2 Akihisa Omori

Reappointment

Managing Director, Managing Executive Officer

100%

(17/17)

3 Takanori Arata

Reappointment

Managing Director, Managing Executive Officer

100%

(17/17)

4 Hirofumi Ikegawa

Reappointment

Managing Director, Managing Executive Officer

100%

(17/17)

5 Yoji Inoue

Reappointment

Director, Managing Executive Officer

100%

(17/17)

6 Fumihiko

Araake

Reappointment

Director, Managing Executive Officer

100%

(17/17)

External Director

7

Koki Morinaga

Reappointment

100%

External Director

Chair, Nomination and Remuneration Advisory

(17/17)

Committee

Independent

External Director

8

Mayumi

Reappointment

100%

External Director

Member, Nomination and Remuneration Advisory

Yamamoto

(17/17)

Independent

Committee

External Director

9

Muneaki Kiyota

Reappointment

94%

External Director

Acting Chair, Nomination and Remuneration

(16/17)

Advisory Committee

Independent

External Director

10

Masayuki

Reappointment

100%

External Director

Member, Nomination and Remuneration Advisory

Itagaki

(17/17)

Independent

Committee

- 3 -

No.

Name

Past experience, positions, responsibilities

Number of

shares of the

(Date of birth)

and significant concurrent positions

Company held

April 1980

Joined EBARA DENSAN LTD.

April 2004

General Manager of Printed Circuit Chemicals Department

of EBARA DENSAN LTD.

April 2010

Joined the Company as General Manager of DENSAN

August 2010 Vice President of JCU (THAILAND) CO., LTD.

June 2013

Managing Officer

April 2016

Managing Officer and Division Manager of Corporate

Strategy Office

[Reappointment]

June 2016

Director, Managing Officer and Division Manager of

Corporate Strategy Office

Masashi Kimura

June 2017

Director, Senior Executive Managing Officer and Division

(February 9, 1958)

Manager of Corporate Strategy Office

February 2018 Director, Senior Executive Managing Officer, Division

Manager of Corporate Strategy Office and Division

1

Manager of Administration Division

15,773

April 2018

Representative Director, President and COO and Division

Manager of Corporate Strategy Office

April 2019

Representative Director, President and COO

April 2021

Representative Director, President and CEO (present

position)

(Reasons for selection

as candidate for Director)

Mr. Masashi Kimura was appointed as Representative Director, President and COO in 2018,

timed with the launch of the medium-term management plan "Next 50 Innovation," and actively

led the efforts to set up a plant in China and strengthen marketing. After being appointed as

Representative Director, President and CEO in 2021, he has actively promoted the current

medium-term management plan "Next 50 Innovation 2nd," demonstrating a high level of

leadership, creativity, and management ability, even in the face of numerous geopolitical

management issues, including the recent spread of COVID-19 and U.S.-China trade friction. With

his high level of expertise and great insight regarding the Company's overall operations, it was

determined that he should continue to be a candidate for Director.

January 1990

Joined the Company

April 2010

Branch Manager of Osaka Branch

June 2012

Division Manager of Corporate Strategy Office

April 2014

Managing Executive Officer and Division Manager of

[Reappointment]

Corporate Strategy Office

Akihisa Omori

June 2014

Director, Managing Officer and Division Manager of

(October 2, 1965)

Corporate Strategy Office

April 2015

President of JCU INTERNATIONAL, INC.

June 2016

Managing Director, Executive Managing Officer

2

April 2019

Managing Director, Executive Managing Officer, General

12,009

Manager, R&D Center (present position)

(Reasons for selection

as candidate for Director)

Mr. Akihisa Omori has held various key positions mainly in the Company's sales department

and has served as the President of JCU INTERNATIONAL, INC. He currently serves in a key

position in the research division as General Manager of the R&D Center. As we have entered the

final year of the period covered by the current medium-term management plan, he has actively

pursued the development of environmentally friendly products to build a corporate foundation

from an ESG perspective as one of the Company's goals and new products aimed to be global

standards. With his high level of expertise and great insight regarding the Company's overall

operations, it was determined that he should continue to be a candidate for Director.

- 4 -

No.

Name

Past experience, positions, responsibilities

Number of

shares of the

(Date of birth)

and significant concurrent positions

Company held

September 2006 Joined the Company

June 2009

General Manager of Accounting Department of

Administration Division

April 2014

Managing Executive Officer and Division Manager of

Administration Division

June 2014

Director, Managing Officer and Division Manager of

Administration Division

[Reappointment]

April 2015

Director, Managing Officer and Assistant General

Manager of Chemical Business Division

Takanori Arata

April 2016

Director, Managing Officer and Deputy Division

(May 13, 1967)

Manager of Sales Division

June 2016

Managing Director, Executive Managing Officer and

Deputy Division Manager of Sales Division

3

April 2021

Managing Director, Managing Executive Officer and

12,178

General Manager, Sales Headquarters

April 2022

Managing Director, Managing Executive Officer and

Chairman and President, JCU SHENZHEN TRADING

CORPORATION (present position)

(Reasons for selection as candidate for Director)

Mr. Takanori Arata has held various key positions in the Company's administrative operations. As General Manager of Sales Headquarters from 2021, he has actively pursued business expansion in China and the rest of Asia, which have driven the Company's sales, and he has been in charge of controlling domestic and overseas sales/marketing activities. In 2022, he assumed the office of Chairman and President of JCU SHENZHEN TRADING CORPORATION to take quick action on the further expanding market in China. With this high level of expertise and great insight regarding the Company's overall operations, it was determined that he should continue to be a candidate for Director.

August 1984

Joined Fuji Machinery Mfg. & Electronics Co., Ltd.

June 2004

Director and General Manager, Administration Division

June 2009

President and Representative Director

June 2010

Director, Kyoden Co., Ltd.

November 2013 Joined the Company as Branch Manager of Osaka Branch

[Reappointment]

January 2015

President, JCU TAIWAN CORPORATION

April 2016

Managing Officer

Hirofumi Ikegawa

(July 29, 1965)

April 2018

Managing Officer and Division Manager of

Administration Division

June 2019

Director, Executive Managing Officer and Division

Manager of Administration Division

4

June 2020

Managing Director, Managing Executive Officer and

3,668

General Manager, Administration Headquarters (present

position)

(Reasons for selection as candidate for Director)

Mr. Hirofumi Ikegawa has held key positions in the Company's sales and administrative divisions both in Japan and overseas, in addition to his experience of serving as representative director before he joined the Company. He has a high level of expertise and great insight regarding the Company's overall operations. In addition, amid the constantly changing management environment of the Company, including foreign exchange volatility, the global movement toward environmental regulation, and a growing need for hedging geopolitical risk, he has demonstrated great management capability. Therefore, it was determined that he should continue to be a candidate for Director.

- 5 -

Attachments

  • Original Link
  • Original Document
  • Permalink

Disclaimer

JCU Corporation published this content on 05 June 2023 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 05 June 2023 08:28:00 UTC.