MATSUDA SANGYO : 2023/06/06 Notice of Convocation Annual General Meeting 2023 （189KB）

This document has been translated from 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.

Securities code: 7456 June 9, 2023 (Date of commencement of electronic provision measures: June 6, 2023)

To Shareholders with Voting Rights:

Yoshiaki Matsuda

President

MATSUDA SANGYO Co., Ltd.

26-2,1-chome,Nishi-Shinjuku,

Shinjuku-ku, Tokyo, Japan

NOTICE OF

THE 74th ORDINARY GENERAL MEETING OF SHAREHOLDERS

We hereby inform you that the 74th Ordinary General Meeting of Shareholders of MATSUDA SANGYO Co., Ltd. (the "Company") will be held as described below.

In convening this General Meeting of Shareholders, the Company has taken measures for electronic provision and thus posted the matters subject to measures for electronic provision on the following website as the "NOTICE OF THE 74th ORDINARY GENERAL MEETING OF SHAREHOLDERS."

The Company's website: https://www.matsuda-sangyo.co.jp/en/ir/stock/meeting.html

In addition to the above, the information is also posted on the following website.

Tokyo Stock Exchange (TSE) website: https://www2.jpx.co.jp/tseHpFront/JJK020010Action.do?Show=Show

Please access the above website, enter and search for the Company's name or securities code and select "Basic information" and then "Documents for public inspection/PR information" to find the information.

If you are unable to attend the meeting, you can exercise your voting rights via the Internet or in writing.

Please examine the following 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).

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Supervisory Committee Members)

Election of Four (4) Directors Who Are Audit and Supervisory Committee Members

Payment of Retirement Allowance to a Retiring Director (Who is not an Audit and Supervisory Committee Member)

Payment of Retirement Allowance to a Retiring Director Who is an Audit and Supervisory Committee Member

Election of Seven (7) Directors (Excluding Directors Who Are Audit and

Partial Amendments to the Articles of Incorporation

Appropriation of Surplus

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

2. Place:	Royal Hall II, 3rd Floor, RIHGA Royal Hotel Tokyo
	1-104-19Totsuka-machi,Shinjuku-ku, Tokyo, Japan
	We are not providing souvenirs to shareholders attending the meeting.
	We appreciate your understanding in advance.

3. Meeting Agenda:

Matters to be reported: The Business Report, Non-consolidated Financial Statements, and

Consolidated Financial Statements for the Company's 74th Fiscal Year (April 1, 2022 - March 31, 2023) and results of audits by the Accounting Auditor and the Audit and Supervisory Committee of the Consolidated Financial Statements

Proposals to be resolved:

Proposal 1:

Proposal 2:

Proposal 3:

Proposal 4:

Proposal 5:

Proposal 6:

• When attending the meeting, please submit the enclosed voting rights exercise form at the reception desk.
• Any revisions to the matters subject to measures for electronic provision will be posted on the respective websites where these matters are posted.
• The documents delivered are also documents stating the matters subject to measures for electronic provision based on the request for delivery of written documents. In accordance with provisions of laws and regulations as well as Article 14 of the Company's Articles of Incorporation, the following matters are not contained in the written documents delivered. Therefore, the documents delivered are part of the documents audited by the Audit and Supervisory Committee and the Accounting Auditor in preparing audit reports.
• 1. Notes to Consolidated Financial Statements of Consolidated Financial Statements
  2. Notes to Non-consolidated Financial Statements of Non-consolidated Financial Statements

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Reference Documents for the General Meeting of Shareholders

Proposals and References

Proposal 1: Appropriation of Surplus

The Company proposes appropriation of surplus as follows.

The Company's basic policy on distribution of profits is to meet shareholder expectations by maintaining stable dividends while balancing the need for internal reserves, combined with timely shareholder returns. The Company will effectively use its internal reserves in investments for growth, including production facilities and research and development mainly for the precious metals business segment, with an aim to improve future profitability and enhance corporate structure.

The Company proposes to pay out an ordinary dividend of 25 yen as its year-end dividend for the fiscal year under review. As a result, annual dividends for the fiscal year under review would be 50 yen, including an interim dividend of 25 yen.

Matters regarding year-end dividend

1. Type of dividend property Cash
2. Allotment of dividend property and total amount thereof 25 yen per common share of the Company is proposed.
   The total amount of dividends in this case would be 652,142,775 yen.
3. Effective date of dividends of surplus

June 29, 2023 is proposed.

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Proposal 2: Partial Amendments to the Articles of Incorporation

1. Reasons for amendments
   The Company proposes to add business purposes to Article 2 (Purpose) of the current Articles of Incorporation in order to clarify the content of the Company's business in line with the current business activities and respond to future development and diversification of the Company's business.
   The amendments to the Articles of Incorporation shall come into effect at the conclusion of this General Meeting of Shareholders.
2. Details of amendments
   The details of amendments are as follows.

			(Amended parts are underlined.)
Current Articles of Incorporation		Proposed Amendments
	Chapter 1 General Provisions		Chapter 1 General Provisions
(Purpose)	(Purpose)
Article 2	(Omitted)	Article 2	(Unchanged)
1. to 20. (Omitted)	1. to 20. (Unchanged)
	(Newly established)	21. Generation and selling of electricity by
		means of renewable energy
21.Any and all businesses incidental or related	22.Any and all businesses incidental or related
to any of the preceding items.	to any of the preceding items.

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Proposal 3: 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 and Supervisory Committee Members; hereinafter the same in this proposal) that are currently in office will expire at the conclusion of this meeting. Accordingly, the Company proposes to elect seven (7) Directors.

The Audit and Supervisory Committee has determined that each candidate is suited to be a Director of the Company as a result of comprehensively assessing the state of their business execution during the fiscal year under review as well as their expertise, experience, capabilities, etc.

Candidates for Director are as follows.

No.	Name	Current position	Attribute
1	Yoshiaki Matsuda	President	[Reappointment]
2	Koji Tsushima	Executive Vice President	[Reappointment]
3	Ryuichi Yamazaki	Director	[Reappointment]
4	Junichi Tsuzuki	Director	[Reappointment]
5	Kenji Isawa	Director	[Reappointment]
6	Takehiro Ueda	Director	[Reappointment]
7	Masayuki Wada	－	[New appointment]

Attendance at the Board of Directors meetings

100%

(14/14)

100%

(14/14)

100%

(14/14)

100%

(14/14)

100%

(14/14)

100%

(14/14)

－

Tenure as

Director

1. years

1. years

1. years
   5 years
   9 years

3 years

－

Notes: 1. There are no special interests between any of the candidates and the Company.

1. The Company has entered into a directors and officers liability insurance agreement. If the election of these candidates is approved, they will be insured under the insurance agreement. Please refer to page 33 of the Business Report (available in Japanese only) for an outline of the insurance agreement and other details.
2. The Company has entered into an indemnity agreement with each of the candidates for reappointment pursuant to the provisions of Article 430-2, Paragraph 1 of the Companies Act. If the election of the new candidate, Mr. Masayuki Wada, is approved, the Company intends to enter into the same indemnity agreement with him. Please refer to page 33 of the Business Report (available in Japanese only) for an outline of the indemnity agreement and other details.

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