Atsugi Co., Ltd.TSE: 3529

Notice of Convocation of The 98th Annual General Meeting of Shareholders

Jun 27, 2024 at 6:42 AM UTC · Issued by Atsugi Co., Ltd.

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: 3529 June 6, 2024 (Start date of electronic provision measures: June 5, 2024)

To Shareholders with Voting Rights:

Shinji Nikko

President

ATSUGI CO., LTD.

1-3-2, Ohyakita, Ebina-city

Kanagawa, Japan

NOTICE OF CONVOCATION OF

THE 98th ANNUAL GENERAL MEETING OF SHAREHOLDERS

Dear Shareholders:

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

We hereby inform you that the 98th Annual General Meeting of Shareholders of ATSUGI CO., LTD. (the "Company") will be held as described below.

In convening this General Meeting of Shareholders, the Company has taken electronic provision measures, and has posted the matters subject to electronic provision measures on the Company's website on the Internet as the "Notice of Convocation of the 98th Annual General Meeting of Shareholders." Please access the following website to view the available document.

The Company's website: https://www.atsugi.co.jp/ir/soukai.html

In addition to the above website, the matters subject to electronic provision measures are also posted on Tokyo Stock Exchange's (TSE) website.

TSE website (Listed Company Search): https://www2.jpx.co.jp/tseHpFront/JJK020010Action.do?Show=Show

Please access TSE website above, enter "Atsugi" in the "Issue name (company name)" field or "3529" in the "Code" field, click "Search," and then click "Basic information" and select "Documents for public inspection/PR information." Please view the document from "Notice of General Shareholders Meeting/Informational Materials for a General Shareholders Meeting" under the "Filed information available for public inspection" section.

If you intend not to attend the meeting, you may exercise your voting rights in advance in writing (postal mail) or via the Internet. Please review the Reference Documents for the General Meeting of Shareholders included in the matters subject to electronic provision measures, and exercise your voting rights by 5:15 p.m., Wednesday, June 26, 2024.

- 1 -

1. Date and Time: Thursday, June 27, 2024 at 10:00 a.m. Japan time (Reception will open at 9:30 a.m.)

2. Place:	LA ROSE I Banquet Hall, 3rd Floor of Rembrandt Hotel Ebina
	2-9-50 Chuo, Ebina, Kanagawa, Japan

3. Meeting Agenda:

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

Company's 98th Fiscal Year (April 1, 2023 - March 31, 2024) 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 98th Fiscal Year (April 1, 2023 - March 31, 2024)

Proposals to be resolved:

Proposal Election of Six (6) Directors

When you attend the meeting, please present the enclosed ballot form on the day of the meeting to the reception desk.
Please note that if any revisions are made to the matters subject to electronic provision measures, the revised contents will be made available on the respective websites where the matters are posted.
These documents sent to our shareholders also serve as the documents presenting the matters subject to electronic provision measures, which are delivered to shareholders who have made a request for such documents. In accordance with laws, regulations and the provisions of the Company's Articles of Incorporation, items listed below are excluded from the documents. Accounting Auditor and the Audit & Supervisory Board Members have audited the documents subject to audit including the items listed below.
1. "Resolutions regarding the establishment of systems, etc., to ensure the appropriateness of operations and a summary of the operation status thereof"
2. "Consolidated Statement of Changes in Equity"
3. "Notes to Consolidated Financial Statements"
4. "Non-consolidatedStatement of Changes in Equity"
5. "Notes to Non-consolidated Financial Statements"

- 2 -

Reference Documents for the General Meeting of Shareholders

Proposals and References

Proposal: Election of Six (6) Directors

The term of office of all five (5) Directors shall expire at the close of this General Meeting of Shareholders. Accordingly, in order to strengthen the management system, the Company proposes the election of six (6) Directors. Each candidate for Director was decided by the Board of Directors upon receiving reports from the Nomination and Remuneration Committee which consists of a majority of independent officers.

The candidates for Directors are as follows.

Candidate			Name				Current position and
No.						responsibility in the Company


1			Shinji Nikko				President
	Reappointment

							Director Executive Officer, Division
2			Masahiro Furukawa				Manager, Administration Division, and
	Reappointment
				General Manager, Corporate Planning
							Department
3			Satoshi Nakamura				Executive Officer, Division Manager,
	New
	appointment				Legwear Division


4
		Toshio Takanashi		Outside		Director
	Reappointment

		Independent


5
		Masatoshi Ohara		Outside		Director
	Reappointment

		Independent


6
		Mari Inoue		Outside
	New
	appointment
		Independent

- 3 -

No.	Name		Career summary, positions, responsibilities,	Number of
	shares of the
(Date of birth)		and significant concurrent positions
		Company held

		April 1979	Joined Teijin Shoji Co., Ltd. (currently Teijin
			Frontier Co., Ltd.)
		June 2003	President of N.I. Teijin Shoji (Thailand) Co., Ltd.
		April 2008	President of N.I. Teijin Shoji (U.S.A.) Inc.
		June 2011	Director and General Manager, Industrial
			&Automotive Fabrics Division of NI Teijin Shoji
			Co., Ltd. (currently Teijin Frontier Co., Ltd.)
		April 2012	Director and Chief Officer, Industrial Textiles &
			Materials Division Group of NI Teijin Shoji Co.,
			Ltd. (currently Teijin Frontier Co., Ltd.)
		June 2013	Managing Director and Chief Officer, Industrial
			Textiles & Materials Division Group of Teijin
			Frontier Co., Ltd.
	Shinji Nikko	June 2014	Senior Managing Director and Chief Officer,
	(December 12, 1956)		Textile & Apparel Division Group II of Teijin	30,219 shares
		Frontier Co., Ltd.

	[Reappointment]	April 2015	Corporate Officer, General Manager, Product
		Converting Business Group of Teijin Group, and
			President and Representative Director of Teijin
			Frontier Co., Ltd.
		April 2017	Executive Officer and General Manager, Fibers &
1			Products Converting Business Group of Teijin
			Group, and President and Representative Director
			of Teijin Frontier Co., Ltd.
		April 2021	Director and Senior Adviser of Teijin Frontier Co.,
			Ltd.
		June 2021	Senior Adviser of Teijin Frontier Co., Ltd.
		April 2022	Adviser of the Company
		June 2022	Representative Director of the Company (to
			present)
		June 2022	President of the Company (to present)

[Reason for nomination as candidate for Director]

Mr. Shinji Nikko, having served as the President and Representative Director of Teijin Frontier Co., Ltd. and Executive Officer of the Teijin Group, is extremely knowledgeable about the textile industry and possesses deep insight into the industry, a broad network, as well as extensive management experience including experience abroad. Since assuming the office of the President of the Company in June 2022, he has been demonstrating strong leadership, promoting business restructuring and organization reform in line with the medium-term management plan "ATSUGI VISION 2024," and leading the transformation of the Group. Based on his experience and track record described above, the Company determined that he will continue to appropriately perform his duties as a Director toward restoring the Group's business performance and the improvement of medium to long-term corporate value, and therefore, nominates him as a candidate for Director.

- 4 -

No.	Name	Career summary, positions, responsibilities,	Number of
shares of the
(Date of birth)		and significant concurrent positions
		Company held

		April 2001	Joined the Company
		April 2010	General Manager of Atsugi Stocking (Yantai) Co.,
			Ltd.
		April 2016	General Manager, Accounting Department,
	Masahiro Furukawa		Administration Division of the Company
	April 2020	Executive Officer of the Company (to present)
	(January 2, 1979)	April 2020	Supervisor, Administration of the Company	5,982 shares
		April 2021	General Manager, Corporate Planning Office of
	[Reappointment]
		the Company
		June 2022	Director of the Company (to present)
2		October 2022	Division Manager, Administration Division (to
		present)
		October 2022	General Manager, Corporate Planning Department
			(to present)
	[Reason for nomination as candidate for Director]
	Mr. Masahiro Furukawa has experience in plant management as the General Manager of a Chinese production
	subsidiary and has been playing a central role in leading the business administration of the Group, including the
	strengthening of financial strategy and governance as a General Manager of Administration Division as well as
	taking the initiative in formulating the medium-term management plan "ATSUGI VISION 2024."
	Based on his experience and track record described above, the Company determined that he will continue to
	appropriately perform his duties as a Director toward restoring the Group's business performance and the
	improvement of medium to long-term corporate value, and therefore, nominates him as a candidate for Director.

- 5 -

No.	Name		Career summary, positions, responsibilities,	Number of
	shares of the
(Date of birth)		and significant concurrent positions
		Company held

		April 1987	Joined Atsugi Nylon Shoji Co., Ltd.
		April 2003	General Manager, Chain Store No. 2 Branch of the
			Company
		April 2006	Executive Officer of the Company
		April 2008	Supervisor, Chain Store of the Company
		June 2008	Director of the Company
		April 2010	General Manager, Head Sales Department of the
			Company
		April 2011	Deputy Division Manager, Sales Division and
			General Manager, Head Sales Department of the
			Company
		April 2012	Division Manager, Sales Division of the Company
		April 2013	Deputy Division Manager, Production Division of
			the Company
	Satoshi Nakamura	April 2014	Deputy Division Manager, Production Division
		and General Manager, Production Management
	(September 26, 1964)		Department of the Company	14,968 shares
		April 2015	Business Supervisor, Fiber and Textile Division

	[New appointment]		and General Manager, Technology Development
			Department of the Company
		April 2016	Business Supervisor, Fiber and Textile Division of
3			the Company
	April 2019	Supervisor, Sales and General Manager, Global

			Strategy Department of the Company
		April 2020	Supervisor, Research and Development of the
			Company
		April 2021	General Manager, Product Department of the
			Company
		April 2022	General Manager, Direct Business Department of
			the Company
		April 2023	General Manager, Product Business No. 4
			Department of the Company
		April 2023	Executive Officer of the Company (to present)
		April 2023	Division Manager, Legwear Division of the
			Company (to present)

[Reason for nomination as candidate for Director]

Mr. Satoshi Nakamura has experience in the fields of sales, production and development. As Division Manager of Legwear Division, he has demonstrated leadership in the sales division by promoting the strengthening of marketing strategy with an eye on the rapidly changing distribution industry, and has made efforts on improving profitability of the Company.

Based on his experience and track record described above, the Company determined that he will appropriately perform his duties as a Director toward restoring the Group's business performance and the improvement of medium to long-term corporate value, and therefore, nominates him as a candidate for Director.

- 6 -

No.	Name		Career summary, positions, responsibilities,	Number of
	shares of the
(Date of birth)		and significant concurrent positions
		Company held

		April 1977	Joined Asahi Chemical Industry Co., Ltd.
			(currently Asahi Kasei Corporation)
		April 2009	Executive Officer of Asahi Kasei Fibers Corp.
			(currently Asahi Kasei Corporation)
		April 2011	Director and Senior Executive Officer of Asahi
			Kasei Fibers Corp.
		April 2012	President & Representative Director of Asahi
			Kasei Fibers Corp.
	Toshio Takanashi	April 2012	Presidential Executive Officer of Asahi Kasei
		Fibers Corp.
	(October 20, 1954)
	April 2016	Primary Executive Officer of Asahi Kasei

	[Reappointment]		Corporation	6,659 shares
	April 2016	President, Fibers & Textiles SBU of Asahi Kasei
	[Outside]
		Corporation
	[Independent]	April 2017	Representative Director of SENKO Co., Ltd.
		April 2017	Executive Vice President of SENKO Co., Ltd.
		April 2017	International Business Headquarters of SENKO
4			Co., Ltd.
	June 2020	Director of the Company (to present)
		June 2021	Director of SENKO Group Holdings Co., Ltd. (to
			present)
		June 2023	Director and Chairperson of SENKO International
			Trading Co., Ltd. (to present)

[Reason for nomination as candidate for Outside Director and expected roles]

Mr. Toshio Takanashi has deep insight in the logistics field as the Director and Chairperson of SENKO International Trading Co., Ltd. and is well-versed in the textile industry from having served for many years as the executive of the Fibers & Textiles SBU of Asahi Kasei Corporation. In addition, through active proposals, he has played an important part in the strengthening of governance as the Chairperson of the Nomination and Remuneration Committee of the Company.

Based on his experience and knowledge described above, the Company expects that he will continue to appropriately supervise the Group's management from an independent position and contribute to the Group's improvement of medium to long-term corporate value, and therefore, nominates him as a candidate for Outside Director.

Currently, he serves as the Outside Director of the Company and his term of office as Outside Director will be four (4) years at the close of this General Meeting of Shareholders.

- 7 -

No.	Name	Career summary, positions, responsibilities,	Number of
shares of the
(Date of birth)		and significant concurrent positions
		Company held

		April 1979	Registered as an attorney
			Joined Kikkawa Sogo Law Office (currently
			Kikkawa Law Offices)
		February 1987	Registered as an attorney in the State of New York,
			U.S.A.
	Masatoshi Ohara	January 1988	Partner of Kikkawa Law Offices (to present)
	April 2017	President of Osaka Bar Association, Vice President
	(April 25, 1951)
		of Japan Federation of Bar Associations

	[Reappointment]	January 2018	Director of Teijin Frontier Co., Ltd.	818 shares
	June 2019	Outside Director of Sawai Pharmaceutical Co.,
	[Outside]
		Ltd.
	[Independent]
	April 2021	Outside Director of SAWAI GROUP HOLDINGS
			Co., Ltd. (to present)
		September 2022 Outside Audit & Supervisory Board Member of
			SHIBUYA CORPORATION (to present)
5		November 2022	Executive Committee Member of LAWASIA
		June 2023	Director of the Company (to present)

[Reason for nomination as candidate for Outside Director and expected roles]

Mr. Masatoshi Ohara has worked as an attorney on the front line for many years, and has abundant experience in the legal profession. Although Mr. Masatoshi Ohara has not been involved in the management of a company in the past other than in the capacity of an outside officer, he has experience of supervising management as the director and audit & supervisory board member of general business companies, and provides active recommendations from his expert insight at the Company's Board of Directors meetings, etc. Based on his advanced knowledge and experience on legal affairs in Japan and overseas, the Company determined that he will continue to appropriately supervise the Company's management from an independent position, and contribute to the Group's sustained growth and improvement of medium to long-term corporate value, and therefore, nominates him as a candidate for Outside Director.

Currently, he serves as the Outside Director of the Company and his term of office as Outside Director will be one (1) year at the close of this General Meeting of Shareholders.

- 8 -

No.	Name	Career summary, positions, responsibilities,	Number of
shares of the
(Date of birth)		and significant concurrent positions
		Company held

		October 1991	Science Technology Special Researcher, Science
			and Technology Agency
		May 2000	Assistant Professor, Department of Human
			Environmental Science, Faculty of Human
			Development, Kobe University
		April 2007	Associate Professor, Graduate School of Human
			Development and Environment, Kobe University
	Mari Inoue	May 2010	Representative Member, The Japan Society of
		Home Economics
	(March 17, 1964)	June 2012	Director, The Society of Fiber Science and
			Technology, Japan	0 shares
	[New appointment]	February 2013	Professor, Graduate School of Human

	[Outside]		Development and Environment, Kobe University
	[Independent]		(to present)
	June 2014	Vice Chairperson and Director, The Textile

6			Machinery Society of Japan
	June 2019	Outside Director of Teijin Frontier Co., Ltd. (to

			present)
		April 2020	Principal, Kobe University Secondary School
		June 2020	Chairperson and Representative Director, The
			Textile Machinery Society of Japan
		April 2022	Director, Textile Circular Network (to present)

[Reason for nomination as candidate for Outside Director and expected roles]

Ms. Mari Inoue is a researcher in the fields of clothing environmental science and affective engineering. She has deep insight on the comfort performance of textile products and the impact of clothing on the environment, and has served as a director of academic societies. Although Ms. Mari Inoue has not been involved in the management of a company in the past other than in the capacity of an outside officer, based on her deep insight of textiles, the Company determined that she will appropriately supervise the Company's management from an independent position, and contribute to the Group's sustained growth and improvement of medium to long-term corporate value, and therefore, nominates her as a candidate for Outside Director.

Notes: 1. There are no special interests between each candidate and the Company.

The number of shares of the Company held by each candidate includes the number of shares owned through the stock ownership plan.
Mr. Toshio Takanashi, Mr. Masatoshi Ohara, and Ms. Mari Inoue are candidates for Outside Director.
If the election of Mr. Toshio Takanashi, Mr. Masatoshi Ohara, and Ms. Mari Inoue is approved, the Company, in accordance with the provisions of Article 427, Paragraph 1 of the Companies Act, intends to conclude or extend an agreement with each of the candidates that limits their liability in accordance with Article 423, Paragraph 1 of the Companies Act. The amount of individual liability under such an agreement is the minimum amount stipulated by laws and regulations.
The Company has concluded with an insurance company a directors and officers liability insurance contract stipulated in Article 430-3, Paragraph 1 of the Companies Act, with Mr. Shinji Nikko, Mr. Masahiro Furukawa, Mr. Toshio Takanashi, and Mr. Masatoshi Ohara as the insured. This insurance contract covers damage that may arise as a result of the insured Directors assuming liability related to the execution of their duties or receiving a claim related to the pursuit of such liability. However, no compensation may be given for liability attributable to acts in violation of laws or regulations that were carried out with full
- 9 -

knowledge of their illegality. If the election of the candidates is approved, they will continue to be insured under the insurance contract, which is scheduled to be renewed with the same terms and conditions during their terms of office. In addition, if the election of Mr. Satoshi Nakamura and Ms. Mari Inoue is approved, the Company intends to conclude an insurance contract with both candidates as the insured under the same terms and conditions.

The Company, conditional upon the approval of this proposal, will register Mr. Toshio Takanashi, Mr. Masatoshi Ohara, and Ms. Mari Inoue with the Tokyo Stock Exchange, as independent officers as specified by the Tokyo Stock Exchange.
Violations of laws or regulations or unlawful business execution which occurred during terms of office at companies where candidates for Outside Director served as executives during the past five years
At Sawai Pharmaceutical Co., Ltd., a subsidiary of SAWAI GROUP HOLDINGS Co., Ltd., where Mr. Masatoshi Ohara serves concurrently as External Director, it was discovered that inappropriate testing had been conducted for a prolonged period of time for elution testing to monitor products manufactured at the Kyushu Factory of the said company. As a result, administrative disposition was imposed on the said company by the Ministry of Health, Labour and Welfare, the Osaka Prefectural Government and the Fukuoka Prefectural Government in December 2023.
Although he was not aware of these facts until they were discovered, he had been calling attention to compliance with laws and regulations in the Board of Directors on a regular basis. Additionally, after these facts were discovered, a special investigation committee was immediately established to investigate the cause and consider measures to prevent recurrence, rebuild governance, ensure strict compliance with laws and regulations, review personnel systems, enhance and strengthen internal reporting systems, and promote dialogue between management and employees. He supervised these initiatives and provided advice to ensure their proper operation, thereby fulfilling his responsibilities appropriately.

- 10 -

Earlier from Atsugi

All Atsugi news releases