Aichi CorporationTSE: 6345

NOTICE OF THE 74TH ORDINARY GENERAL MEETING OF SHAREHOLDERS was published.

May 27, 2022 at 8:18 AM UTC · Issued by Aichi Corporation

These documents have been translated from Japanese originals for reference purposes only.

In the event of any discrepancy between these translated documents and the Japanese originals, the originals shall prevail. AICHI CORPORATION ("The Company") assumes no responsibility for this translation or for direct, indirect or any other forms of damages arising from the translations.

(Securities code: 6345) May 31, 2022

To Shareholders with Voting Rights:

Toshiya Yamagishi

President and Director

AICHI CORPORATION

1152-10 Ryoke, Ageo-shi, Saitama,

Japan

NOTICE OF

THE 74TH ORDINARY GENERAL MEETING OF SHAREHOLDERS

Dear Shareholders:

Please be informed that the 74th Ordinary General Meeting of Shareholders of the Company will be held for the purposes as described below.

In order to prevent the spread of coronavirus disease (COVID-19), we would like to encourage our shareholders to refrain from attending the meeting, and exercise your voting rights in writing or by electromagnetic means (Internet). Please review the Reference Documents for the General Meeting of Shareholders described hereinafter, and exercise your voting rights by 5:30 p.m. on Thursday, June 16, 2022, Japan time.

1. Date and Time: Friday, June 17, 2022 at 10:00 a.m., Japan time

2. Place:	The Company's Head Office,
	1152-10 Ryoke, Ageo-shi, Saitama, Japan
	(Please see the brief map attached at the end of this notice.)

3. Meeting Agenda:

Matters to be reported: 1. The Business Report and Consolidated Financial Statements for the 74th

Fiscal Year (April 1, 2021 - March 31, 2022) and results of audits by the

Accounting Auditor and the Audit and Supervisory Committee of the

Consolidated Financial Statements

2. Non-consolidated Financial Statements for the 74th Fiscal Year (April 1, 2021 - March 31, 2022)

Proposals to be resolved:

Proposal No. 1: Partial Amendments to the Articles of Incorporation

Proposal No. 2: Election of 4 Directors (excluding Directors serving as Audit and Supervisory Committee Members)

Proposal No. 3: Election of 4 Directors serving as Audit and Supervisory Committee Members

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・For those attending, please present the enclosed ballot form at the reception desk on arrival at the meeting. Please also bring this Notice with you to the meeting as meeting material.

・"Consolidated Statement of Changes in Net Assets" and the "Notes to the Consolidated Financial Statements" in the Consolidated Financial Statements and the "Non-consolidated Statement of Changes in Net Assets" and the "Notes to the Non-consolidated Financial Statements" in the Non-consolidated Financial Statements are posted on the Company's web site (https://www.aichi-corp.co.jp), in accordance with laws and regulations as well as Article 15 of the Articles of Incorporation of the Company, and they are not included in the attachment to this Notice. Therefore, the documents attached to this Notice are part of the Consolidated Financial Statements and Non-consolidated Financial Statements audited by the Accounting Auditor in preparing the Accounting Audit Report, and the part of Business Report, Consolidated Financial Statements and Non-consolidated Financial Statements audited by the Audit and Supervisory Committee in preparing the Audit Report.

・If any revisions are made to the Reference Documents for the General Meeting of Shareholders and the attached documents, the revised contents will be posted on the Company's website (https://www.aichi-corp.co.jp).

・There are concerns over the spread of COVID-19 infection. For our attending shareholders, we request you to check your physical conditions, and give consideration to the measures to prevent the spread of COVID-19,such as wearing a mask. If you are not feeling well, please exercise your voting rights in advance in writing or by electromagnetic

means (Internet), and refrain from attending the meeting.At the venue, officers and operating staff will be wearing masks, and may take necessary measures (we may limit the number of shareholders allowed to enter the venue to ensure spaces between shareholders and ask you not to enter the venue, or in case of shareholders with fever or cough symptoms, we may ask you not to enter the venue or leave the venue, or shorten the meeting, etc.) to prevent the spread of COVID-19 infection. We appreciate your cooperation.

・We will not be giving souvenirs and will cancel showcasing our products. We would appreciate your understanding.

Reference Documents for the General Meeting of Shareholders

Proposals and References

Proposal No. 1: Partial Amendments to the Articles of Incorporation

Purpose of the amendments

The amended provisions stipulated in the proviso of Article 1 of the supplementary provisions of the "Act Partially Amending the Companies Act" (Act No. 70 of 2019) will be enforced on September 1, 2022. Accordingly, in order to enable the electronic provision of materials for general meetings of shareholders, The Company proposes to establish Article 15 (Measures for Electronic Provision) of the proposed amendments. This will enable the electronic provision of materials for general meetings of shareholders, and the limitation of the scope of matters to be included in the paper copy sent to shareholders who have requested it.
The Company proposes to delete Article 15 (Internet Disclosure and Deemed Provision of Reference Materials for the General Meeting of Shareholders, etc.) of the current Articles of Incorporation, which will become redundant.
In line with the above establishment and deletion of the provisions, the Company proposes to establish supplementary provisions related to the effective date, etc.

Description of the amendments

Description of the amendments is as follows.

	(Amended parts are underlined.)
Current Articles of Incorporation	Proposed amendments
Chapter III. General Meeting of Shareholders	Chapter III. General Meeting of Shareholders
(Internet Disclosure and Deemed Provision of
Reference Documents, etc. for the General Meeting of
Shareholders)
Article 15. The Company may, when convening a	(Deleted)
General Meeting of Shareholders, deem that it has
provided information to shareholders pertaining to
matters to be described or indicated in the
reference materials for the General Meeting of
Shareholders, business report, non-consolidated
financial statements, and consolidated financial
statements, by disclosing such information through
the Internet in accordance with the provisions
stipulated in the Ordinance of the Ministry of
Justice.	(Measures for Electronic Provision)

(Newly established)	Article 15. The Company shall, when convening a
	General Meeting of Shareholders, provide
	information contained in the reference documents,
	etc., for the General Meeting of Shareholders
	electronically.
	2. Among the matters to be provided electronically,
	the Company may choose not to include all or part
	of the matters in the paper copy to be sent to
	shareholders who have requested it by the record
	date for voting rights. Such matters are stipulated
	in the Ordinance of the Ministry of Justice.

Current Articles of Incorporation	Proposed amendments
Supplementary Provisions	Supplementary Provisions
(Transitional Measures Concerning the Exemption of	(Transitional Measures Concerning the Exemption of
Corporate Auditors from Liability, etc.)	Corporate Auditors from Liability, etc.)
By resolution of the Board of Directors, the	Article 1.By resolution of the Board of Directors, the
Company may exempt Corporate Auditors (or	Company may exempt Corporate Auditors (or
persons who previously served as Corporate	persons who previously served as Corporate
Auditors) designated under Article 423, Paragraph	Auditors) designated under Article 423, Paragraph
1 of the Companies Act from liability for damages	1 of the Companies Act from liability for damages
arising from actions that occurred prior to the	arising from actions that occurred prior to the
conclusion of the 70th Ordinary General Meeting	conclusion of the 70th Ordinary General Meeting
of Shareholders held in June 2018, within the	of Shareholders held in June 2018, within the
limits of laws and regulations.	limits of laws and regulations.
2. The provisions of Article 39 of the Articles of	2. The provisions of Article 39 of the Articles of
Incorporation prior to amendment at the 70th	Incorporation prior to amendment at the 70th
Ordinary General Meeting of Shareholders held in	Ordinary General Meeting of Shareholders held in
June 2018 shall still apply to contracts to limit the	June 2018 shall still apply to contracts to limit the
liability for damages of Corporate Auditors (or	liability for damages of Corporate Auditors (or
persons who previously served as Corporate	persons who previously served as Corporate
Auditors) arising from actions that occurred prior	Auditors) arising from actions that occurred prior
to the conclusion of that General Meeting of	to the conclusion of that General Meeting of
Shareholders. Such contracts are stipulated in	Shareholders. Such contracts are stipulated in
Article 423, Paragraph 1 of the Companies Act.	Article 423, Paragraph 1 of the Companies Act.
3. These Supplementary Provisionsshall be deleted	3. This Articleshall be deleted on June 20, 2028.
on June 20, 2028.	(Transitional Measures Concerning the Electronic

	Provision of Materials for the General Meeting of
	Shareholders)
(Newly established)	Article 2. The deletion of Article 15 (Internet
	Disclosure and Deemed Provision of Reference
	Documents, etc. for the General Meeting of
	Shareholders) of the current Articles of
	Incorporation and the establishment of the
	proposed Article 15 (Measures for Electronic
	Provision) shall come into effect on September 1,
	2022 (the "Effective Date"), which is the date of
	enforcement of the amended provisions stipulated
	in the proviso of Article 1 of the supplementary
	provisions of the Act Partially Amending the
	Companies Act (Act No. 70 of 2019).
	2. Notwithstanding the provisions of the preceding
	paragraph, Article 15 of the current Articles of
	Incorporation shall remain in force with respect to
	a General Meeting of Shareholders to be held on a
	date within six months from the Effective Date.
	3. This article shall be deleted after the lapse of six
	months from the Effective Date or the lapse of
	three months from the date of the General Meeting
	of Shareholders set forth in the preceding
	paragraph, whichever is later.

Proposal No. 2: Election of 4 Directors (excluding Directors serving as Audit and Supervisory Committee Members)

The terms of office of all 3 incumbent Directors (excluding Directors serving as Audit and Supervisory Committee Members) will expire at the conclusion of this Ordinary General Meeting of Shareholders. Accordingly, the Company proposes the election of 4 Directors (excluding Directors serving as Audit and Supervisory Committee Members).

This proposal has been determined after exchanges of opinions and confirmation of the contents by the Nomination and Compensation Advisory Committee, and the Audit and Supervisory Committee has judged that all candidates in this proposal are suitable for Directors of the Company, based on the status of duty execution and performance of each candidate in the fiscal year under review, as well as each candidate's career experience.

The candidates for Director (excluding Directors serving as Audit and Supervisory Committee Members) are as follows.

Number of

years served

Attendance at

No.

Name

Positions and responsibilities at the Company

as Director (at

the Board of

(important concurrent positions)

the conclusion

Directors

of this

meetings

Meeting)

Toshiya

(Reappointment)

President and Representative Director

3 years

13/13

meetings held

Yamagishi

(100%)

Hideo

(Reappointment)

Director

10/10

Head of General Affairs Department, Sales

1 year

meetings held

Yamamoto

Division and Affiliated Companies

(100%)

(New

Managing Officer

Koichi Anzai

In charge of Quality Control Division and

appointment)

Production Management Division

(New

Takuo Sasaki

(Executive Vice President of Toyota Industries

appointment)

Corporation

Outside Director of UMC Electronics Co., Ltd.)

Notes: 1. No material conflicts of interests exist between the Company and any of the above candidates.

Mr. Toshiya Yamagishi and Mr. Takuo Sasaki have been business executors of Toyota Industries Corporation, which has a special relationship with the Company (parent company) during the last ten years. Their positions and responsibilities at Toyota Industries Corporation during the last ten years are indicated in "Career summary, positions, responsibilities and important concurrent positions."
The Company has concluded a directors and officers liability insurance contract with an insurance company, as prescribed in Article 430-3, Paragraph 1 of the Companies Act, which insures its Directors, etc., to cover damages that may arise when an insured person becomes liable in connection with the execution of his/her duties or receives claims related to the pursuit of such liability. If each candidate assumes the position of Director, he or she will be the insured person under the insurance contract, and the Company will renew the insurance contract with the same content during their terms of office.
If Mr. Takuo Sasaki is elected, the Company will conclude a Liability Limitation Agreement with him as stipulated in Article 423, Paragraph 1 of the Companies Act. The liability limit under the agreement shall be the amount stipulated in Article 425, Paragraph 1 of the Act.

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