DIC : Notice of Convocation of the 126th Annual General Meeting of Shareholders［2,426KB］

Notice of Convocation

of the 126th Annual General Meeting of Shareholders

The Annual General Meeting of Shareholders will be streamed live o n t h e i n t e r n e t t o e n a b l e s h a r e h o l d e r s t o v i e w t h e proceedings remotely.

Shareholders may also submit questions in advance via the i n t e r n e t , w h i c h t h e y a r e encouraged to do.

For details, please see "Livestream and Submission of Questions in Advance".

Please note that this is an unofficial English translation of the Japanese Notice of Convocation of the 126th Annual General Meeting of Shareholders, and is provided for your reference and convenience only, without any warranty as to its accuracy or otherwise. The original Japanese version of the Notice of Convocation is the sole official version.

(Securities Identification Code: 4631)

English Version

Annual General Meeting of Shareholders

Livestream and Submission of Questions in Advance

1. Livestream

2. Submitting Questions in Advance

To encourage participation by an even greater number of shareholders, the Annual General Meeting of Shareholders will be streamed live on the internet. Shareholders not attending the meeting in person are invited to view the proceedings online.

Shareholders are welcome to submit questions in advance via the internet. The Company will respond to questions regarding matters of high interest to shareholders on the day of the meeting.

Date and time of livestream

Thursday, March 28, 2024 10:00 a.m. (Japan time)

・Participation is limited to shareholders.

・Reproduction, filming, recording, copying or distribution via SNS of livestream content is prohibited.

・Depending on device used and internet environment, shareholders may be unable to view the livestream or experience video/audio issues. Shareholders who view the livestream will also bear any telecommunications charges incurred.

• In consideration of the privacy of shareholders attending the meeting in person, the livestream will only show the area around where the chairman and the officers are seated.
• Shareholders viewing the livestream will not be able to ask questions or exercise their voting rights on the day of the meeting. Shareholders choosing to view the livestream rather than attending the meeting in person are asked to exercise their voting rights in advance in writing (by mail) or via the internet.

・If it becomes necessary for any reason to cancel the livestream, a notice will be posted on the DIC global website.

Period for submitting questions via the internet

Friday, March 1, 2024 0:00-

Monday, March 18, 2024 24:00 (Japan time)

・Questions may only be submitted by shareholders. ・Shareholders are limited to two questions each.

・Shareholders are asked to make their questions as specific and concise as possible and to focus on content pertinent to the agenda of the Annual General Meeting of Shareholders.

・The Company does not guarantee that it will be able to respond to all questions received in advance.

How to access the website to view the livestream and submit questions in advance

1. Access the following website from a computer or smartphone:

https://v.sokai.jp/4631/2024/dic/

Access from the DIC global website is also possible.

DIC general meeting	Search

1. Enter login ID (shareholder number) and password (shareholder's registered postal code) and click "Login."

Login ID/Password

To log in, shareholders must enter their login ID (shareholder number) and password (shareholder's registered postal code). Your shareholder number is provided on the enclosed Exercise of Voting Rights form.

	The eight digits in the middle of
	the 15-digit number here on the
	Exercise of Voting Rights form is
	your shareholder number.
		XXXX-XXXX-XXXX-XXX
Note your
shareholder
number here.
	PRONEXUS Livestream Call Center
Contact for inquiries
regarding how to	Tel: [phone]
view the livestream:	Inquiries will be accepted on Thursday, March 28,
	2024 (the day of the Annual General Meeting of
	Shareholders) from 9:00 a.m. (Japan time) to the
	close of the meeting.

To Our Shareholders

Let me begin by conveying my appreciation to shareholders for their ongoing support.

In fiscal year 2023, the second year of our DIC Vision 2030 long-term management plan, we explored extensive possibilities for transforming our business portfolio and promoted sustainability strategies aimed at contributing to the realization of a carbon-neutral society, focusing on five priority business areas. For example, in the area we call "smart living," we have promoted a variety of initiatives, including acquiring a company in the field of materials used in semiconductor fabrication and introducing such innovative products as a surfactant containing no perfluoroalkyl and polyfluoroalkyl substances (PFASs). However, the deterioration of the business environment caused the electronics market to slump, as a consequence of which we saw a decline in sales of high-value-added products, particularly those in the Functional Products segment. Sales of pigments were also down, reflecting economic stagnation in Europe, a leading market for these products, and to the temporary suspension of operations at production sites. Our consolidated performance was thus buffeted by unprecedented challenges. As a consequence, as per the notice we issued in August, our year-end cash dividend was revised to 30.00 yen per share, as a result of which annual cash dividends for the period amounted to 80.00 yen per share.

Over the coming year, we will conduct a review of efforts to date as we seek to translate initiatives implemented to transform our business portfolio into concrete results. This effort will be under the direction of Takashi Ikeda, who was newly appointed President and CEO effective January 1, 2024. While the plan's long-term policy remains essentially unchanged, we will shift our focus going forward to initiatives that will yield swift and reliable results, while striving to make optimal use of resources, with the goal of steadily returning to a growth trajectory. This is expected to further enhance corporate value.

In all our efforts we look forward to the continued support and guidance of our shareholders.

Kaoru Ino

Representative Director

Kaoru Ino

Representative

Director;	Takashi Ikeda
Chairman of the
Board of Directors	President and CEO

of Convocation

Notice of Convocation

Securities Identification Code: 4631

March 11, 2024

To Our Shareholders,

(Registered Office

)

35-58, Sakashita 3-chome,Itabashi-ku, Tokyo

(Corporate Headquarters)

7-20, Nihonbashi 3-chome,Chuo-ku, Tokyo

Kaoru Ino, RepresentativeDirector

Notice of Convocation of the 126th Annual General Meeting of Shareholders

The 126th Annual General Meeting of Shareholders of DIC Corporation (the "Company") will be held as described below.

In convening the 126th Annual General Meeting of Shareholders, the Company has adopted measures for the electronic provision of the information that comprises the contents of the Reference Documents for the Exercise of Voting Rights ("electronic-format materials"). Please access and review these materials, which are available on the Company's website at "Notice of Convocation of the 126th Annual General Meeting of Shareholders."

https://www.dic-global.com/en/ir/stocks/meeting.html

In addition to the Company's website, these electronic-format materials are available on the website of the Tokyo Stock Exchange (TSE). To access and review these materials, please input search criteria (the Company's name or securities identification code), select "Basic Information" and then go to "Documents for public inspection/PR information."

https://www2.jpx.co.jp/tseHpFront/JJK020010Action.do?Show=Show

The Annual General Meeting of Shareholders will be streamed live on the internet. For details, please see "Livestream and Submission of Questions in Advance".

If you choose not to attend the meeting, upon review of the Reference Documents for the General Meeting of Shareholders (pages 7-18),please exercise your voting rights in advance in writing (by mail) or via the internetin accordance with the Guidance Notes on the Exercise of Voting Rights (pages 5 and 6) by 5:15 p.m., Wednesday, March 27, 2024 (Japan time).

Date and Time

10:00 a.m., Thursday, March 28, 2024 (Japan time)

Place

Nihonbashi Mitsui Hall, COREDO Muromachi 1 (Reception Desk: 4th Floor)

2-1,Nihonbashi-Muromachi2-chome,Chuo-ku, Tokyo

Agenda of the General Meeting

Matters to be Reported:

1. Business Report, Consolidated Financial Statements and Audit Reports of the Accounting Auditor and the Audit & Supervisory Board for the Consolidated Financial Statements for the 126th Fiscal Year (January 1, 2023-December 31, 2023)

2. Non-Consolidated Financial Statements for the 126th Fiscal Year (January 1, 2023-December 31, 2023)

Matters to be Resolved:

Proposal 1.Appropriation of Surplus

Proposal 2.Election of 10 Directors

Proposal 3.Election of 1 Audit & Supervisory Board Member

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Matters Decided upon Convocation of the General Meeting

(1) If you exercise your voting rights redundantly both by mail and via the internet or other electromagnetic means, the vote cast via the internet or other electromagnetic means shall be considered the valid vote.

(2) If you exercise your voting rights on the same agenda more than once via the internet or other electromagnetic means, the latest vote cast shall be considered the valid vote.

(3) If you have not indicated your approval or disapproval of any particular proposal on the Exercise of Voting Rights form that you have submitted, you will be deemed to have voted to approve in the case of a Company proposal and to disapprove in the case of a shareholder proposal.

In the event of any revisions to the electronic-format materials, a notice to that effect will be posted on the website shown on page 3 of this Notice of Convocation along with the relevant text before and after revision.

The Company delivers a printed copy of the electronic-format materials, excluding "Items Not Included in Documents Delivered" below, to shareholders who have requested delivery. Shareholders who have not requested document delivery but wish to do so from next year forward are asked to access the website below.

https://www.tr.mufg.jp/daikou/denshi.html

Items Not Included in Documents Delivered

Pursuant to applicable laws and regulations and Article 15, Paragraph 2 of the Company's Articles of Incorporation, the following items are posted on the website shown on page 3 and so are not included in the printed copy of the materials delivered to shareholders who have requested a printed copy.

• Basic Policy Regarding, and Operational Status of, Systems for Ensuring the Appropriate Execution of Business
  ② Consolidated Statement of Changes in Net Assets
  ③ Notes to the Consolidated Financial Statements
  ④ Non-Consolidated Statement of Changes in Net Assets
  ⑤ Notes to the Non-Consolidated Financial Statements

Accordingly, the documents delivered to shareholders who have requested a printed copy are a portion of the documents audited by the Audit & Supervisory Board and the Accounting Auditor when preparing the audit report.

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Guidance Notes on the Exercise of Voting Rights

The right to vote at the General Meeting of Shareholders is an important shareholder entitlement. Please review the Reference Documents for the General Meeting of Shareholders and exercise your voting rights using one of the methods indicated below. Shareholders choosing not to attend the meeting in person are requested to exercise their voting rights in advance in writing (by mail) or via the internet.

Please submit the enclosed Exercise of Voting Rights Form at the reception desk at the General Meeting of Shareholders on the day of the meeting.

Please indicate your approval or disapproval of the proposals on the enclosed Exercise of Voting Rights Form and return the Form to the Company by mail so that it arrives by the deadline indicated.

Please indicate your approval or disapproval of the proposals in accordance with the instructions on page 6 by the deadline indicated.

Thursday, March 28, 2024

Wednesday, March 27, 2024

Wednesday, March 27, 2024

10:00 a.m. (Japan time)

No later than 5:15 p.m.

No later than 5:15 p.m.

(Japan time)

(Japan time)

Institutional investors may use the electronic voting platform operated by ICJ, Inc.

Instructions for Completing the Exercise of Voting Rights Form

Indicate your approval or disapproval of the proposals here.

Proposals 1 and 3

Approval

Disapproval

Proposal 2

Approval of all candidates

Disapproval of all candidates

Approval of certain candidates only

Circle 「賛」

Circle 「否」

Circle 「賛」

Circle 「否」

Circle 「賛」

and enter the number(s) of the candidate(s) whose election you oppose.

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Instructions for Exercising Your Voting Rights via the Internet

Voting via Smartphone Using the QR Code

This allows you to login without entering the login ID and temporary password provided on the Exercise of Voting Rights Form.

• Scan the QR Code printed on the right side of the enclosed Exercise of Voting Rights Form.

• Indicate your approval or disapproval of the proposals in accordance with the directions given.

Caution

Voting Using the Login ID and

Temporary Password

Voting website: https://evote.tr.mufg.jp/

• Access the voting website

• Enter the login ID and temporary password provided on the right side of the enclosed Exercise of Voting Rights Form.

Enter login ID and temporary password

Click "Login"

• Indicate your approval or disapproval of the proposals in accordance with the directions given.

Note: Website voting form shown is a mockup.

• Please note that the voting website cannot be accessed between 2:30 a.m. and 4:30 a.m. daily (Japan time).
• Depending on your specific computer or smartphone settings and/or internet environment, you may not be able to use the voting website to exercise your voting rights.
• Any telecommunication charges or other costs incurred in accessing the voting website shall be borne by the individual shareholder.
• Please address any inquiries regarding the exercise of voting rights via the internet using a computer or smartphone to the help deskindicated below.

Inquiries regarding the exercise of voting rights via the internet

Stock Transfer Agency Department (Help Desk) Mitsubishi UFJ Trust and Banking Corporation

Telephone: [phone](Toll-free within Japan)

Operating hours: 9:00 a.m.-9:00 p.m. (Japan time)

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of Convocation	Reference Documents for the	Business Report	Consolidated Financial	Non-Consolidated	Audit Reports
General Meeting of Shareholders	Statements	Financial Statements

Reference Documents for the General Meeting of Shareholders

Proposal 1 Appropriation of Surplus

The Company has a basic policy on the appropriation of retained earnings by ensuring stable management fundamentals and bringing more satisfactory profit returns to the shareholders.

The Company endeavors to maintain the internal reserves and uses those reserves effectively in order to promote the future interests of the shareholders by reinforcing the fundamentals of the Company.

The Company proposes the year-end dividends as follows:

• Type of Dividend

Cash

• Allocation of Dividend Property to Shareholders and Total Amount of Dividend

30 yen per share of common stock

Total amount of dividend: 2,848,857,720 yen

The Company previously paid out 50 yen per share as an interim dividend. Accordingly, the aggregate amount of the annual dividends for the fiscal year 2023 will be 80 yen per share.

• Effective Date of Dividend

March 29, 2024

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of Convocation	Reference Documents for the	Business Report	Consolidated Financial	Non-Consolidated	Audit Reports
General Meeting of Shareholders	Statements	Financial Statements

Proposal 2 Election of 10 Directors

The term of office of all nine incumbent Directors will expire at the conclusion of the General Meeting. Accordingly, and with the aim of strengthening the management configuration, the Company proposes the election of 10 Directors.

The candidates for Directors are as follows:

Candidate		Current Positions and	Attendance at
Candidate Name	Board of Directors'
No.	Responsibilities at the Company
	Meetings

						Representative Director	15/15
1		Re-Nominated
	Kaoru Ino		Chairman of the Board of Directors	(100%)
					-
2		Newly Nominated			President and CEO
	Takashi Ikeda
						Representative Director
						Executive Vice President	15/15
3		Re-Nominated			Assistant to President and CEO
	Shuji Furuta		Head of Corporate Strategy Unit	(100%)
						In Charge of Kawamura Memorial
						DIC Museum of Art
							15/15
4		Re-Nominated				Director
	Yoshihisa Kawamura		(100%)
						Director
						Senior Managing Executive Officer	15/15
5		Re-Nominated
	Takeshi Asai		Head of Finance and Accounting Unit	(100%)
						CFO
						Senior Managing Executive Officer
6		Newly Nominated			Head of General Affairs and Legal Unit	-
	Masaya Nakafuji		In Charge of Risk management, Osaka
						Branch and Nagoya Branch
							15/15
7		Re-Nominated		Outside	Director
	Kuniko Shoji	Independent	(100%)
							11/11
8		Re-Nominated		Outside	Director
	Masami Fujita	Independent	(100%)
					-
9		Newly Nominated		Outside
	Shiro Saito	Independent
10		Newly Nominated		Outside		-
	Donna Costa	Independent

Re-Nominated

Re-Nominated Director Candidate

Newly Nominated

Newly Nominated Director Candidate

Outside

Outside Director Candidate

Independent

Independent Director Candidate

Note: Figures for attendance at Board of Directors' meetings for Masami Fujita reflect the number of meetings held subsequent to his assumption of office on March 29, 2023 until December 31, 2023.

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• Number of the Company's Shares Held

20,111

• Attendance at Board of Directors' Meetings

15/15

• Number of the Company's Shares Held

4,375

• Attendance at Board of Directors' Meetings

Reference Documents for the

General Meeting of Shareholders

1 Kaoru Ino	[DOB: September 15, 1957]

Brief Personal History, Positions and Responsibilities

April 1981 Joined the Company

April 2008 General Manager, Finance Dept.

April 2011 General Manager, Purchasing and Logistics Dept.

April 2012 Executive Officer; General Manager, Corporate Planning Dept. January 2014 Executive Officer; In Charge of Corporate Strategy Div.; General

Manager, Corporate Planning Dept.

January 2016 Managing Executive Officer; In Charge of Corporate Strategy Div.

and Kawamura Memorial DIC Museum of Art

March 2016 Director; Managing Executive Officer; In Charge of Corporate Strategy Div. and Kawamura Memorial DIC Museum of Art

January 2018 Representative Director; President and CEO

January 2024- Representative Director; Chairman of the Board of DirectorsPresent

Reasons for Being a Candidate for Director

Kaoru Ino previously served as General Manager of the Finance Dept., General Manager of the Purchasing and Logistics Dept., General Manager of the Corporate Planning Dept., Executive Officer in Charge of the Corporate Strategy Div. and, from fiscal years 2018 through 2023, Representative Director; President and CEO. At present, he is Representative Director; Chairman of the Board of Directors and supervises management of the DIC Group. He has extensive experience, achievements and knowledge regarding the management of global businesses. Accordingly, he is once again a candidate for Director.

2 Takashi Ikeda	[DOB: May 7, 1965]	Newly Nominated

• Brief Personal History, Positions and Responsibilities

April 1990 Joined the Company

January 2019 General Manager, Functional Products Business Planning Dept. January 2020 Executive Officer; General Manager, Composite Material Products Div. January 2021 Executive Officer; President, Functional Products Business Group; General Manager,

Composite Material Products Div.

January 2022 Managing Executive Officer; President, Functional Products Business Group; General Manager, Composite Material Products Div.

January 2024- President and CEO Present

Reasons for Being a Candidate for Director

Takashi Ikeda previously served in diverse areas, from technology to business strategy, including assignments overseas, and has held key positions in multiple business groups, serving as President of the Functional Products Business Group, and currently as President and CEO. He has extensive experience, achievements and knowledge regarding the management of global businesses. Accordingly, he is a candidate for Director.

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