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    7917   JP3821000001

FUJIMORI KOGYO CO., LTD.

(7917)
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Fujimori Kogyo : Notice of Convocation Annual General Meeting 2021

05/26/2021 EDT

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.

Securities Code: 7917 June 3, 2021

To our shareholders:

Eishi Fuyama

Representative Director, President

FUJIMORI KOGYO CO., LTD.

1-1-1 Koishikawa, Bunkyo-ku, Tokyo

Notice of the 91st Annual General Meeting of Shareholders

You are cordially informed of the 91st Annual General Meeting of Shareholders of FUJIMORI KOGYO CO., LTD. (the "Company"). The meeting will be held as described below.

In order to prevent the spread of the novel coronavirus disease (COVID-19), the meeting will also be available as an online livestream. We therefore recommend that you refrain from attending the meeting in person and, if at all possible, exercise your voting rights in advance via the internet or in writing.

Please examine the attached "Reference Documents for the General Meeting of Shareholders" and exercise your voting rights by 5:15 p.m. on Thursday, June 17, 2021 (JST).

1. Date and Time: Friday, June 18, 2021, at 10:00 a.m. (JST) (Reception will open at 9:20 a.m.)

2. Venue:

3F Shinjuku First West

1-23-7Nishi-Shinjuku,Shinjuku-ku, Tokyo

3. Purpose of the Meeting: Matters to be reported:

  1. Business Report, Consolidated Financial Statements, and Audit Reports for Consolidated Financial Statements by the Financial Auditor and the Audit and Supervisory Committee, for the 91st fiscal year (from April 1, 2020 to March 31, 2021)
  2. Non-consolidatedFinancial Statements for the 91st fiscal year (from April 1, 2020 to March 31, 2021)

Matters to be resolved:

Proposal No. 1: Appropriation of Surplus

Proposal No. 2: Election of Eight Directors (Excluding Directors Who Are Audit and Supervisory Committee Members)

Proposal No. 3: Election of One Substitute Director Who Is an Audit and Supervisory Committee Member

Proposal No. 4: Determination on the Amount of Remuneration, etc. and Details Concerning the Grant of Shares With Transfer Restrictions to Directors (Excluding Directors Who Are Audit and Supervisory Committee Members, Outside Directors and Part-time Directors)

4. Handling of votes:

  1. If shareholders duplicate the vote, such as by exercising the voting rights both via the Internet and in writing, we will consider only the Internet vote to be valid.
  2. If you exercise voting rights several times via the Internet, only your final vote shall be deemed effective.
    • 1 -
  • If you attend the meeting, we request that you submit the enclosed voting form to the reception at the meeting.
  • If any revisions are made to the Reference Documents for the General Meeting of Shareholders, the Business Report, the Non-consolidated Financial Statements, and the Consolidated Financial Statements, the Company will post such revisions on the Company's website in Japanese only.
    [Company's website] https://www.zacros.co.jp

Measures to Prevent the Spread of COVID-19

  • In order to avoid the risk of infection, we recommend that you refrain from attending the meeting this year, if at all possible, and exercise your voting rights in advance via the internet or in writing. The General Meeting of Shareholders will also be livestreamed via the internet with prior registration, so that shareholders can watch the proceedings even if they do not attend the meeting in person.
  • Those who have high temperature and appear to be unwell may be approached by the meeting staff members and asked to refrain from entering the venue or refused entry. We appreciate your understanding.
  • Please be sure to wear a face mask to protect yourself and the shareholders around from infection.
  • We will provide alcohol-based liquid hand sanitizer and ask for your cooperation in disinfecting your hands.
  • The seating in the venue will be arranged with wider space between seats compared with typical years. It will be well ventilated inside the venue, and measures will be taken to disinfect the reception, seats and microphones, etc.
  • The officers and meeting staff members will all wear masks at the venue including taking their temperature and checking their physical health.
  • To shorten the time required to hold the meeting, questions will be limited to one asking, one question per person.
  • Please check the Company's website (https://www.zacros.co.jp) as necessary, as there may be changes in the way the General Meeting of Shareholders is held due to future changes in circumstances.
    We ask you to excuse any inconvenience and for your understanding under these circumstances.

- 2 -

Reference Documents for the General Meeting of Shareholders

Proposals and Reference Information

Proposal No. 1

Appropriation of Surplus

The Company proposes the appropriation of surplus as follows:

Year-end dividends

The Company regards improving the return of profit to shareholders and return on equity as one of its top priorities and, concerning profit distribution, has a basic policy of paying dividends in a stable and continuous manner while taking into account the dividend payout ratio, dividend on equity ratio, etc. according to the growth in business performance.

In accordance with this policy, the Company proposes to pay year-end dividends for the 91st fiscal year as follows: As the Company has already paid an interim dividend of ¥35 per share, the annual dividend will be ¥75 per share.

Year-end dividends

  1. Type of dividend property cash
  2. Allotment of dividend property and their aggregate amount ¥40 per common share of the Company
    Total dividends: ¥761,285,160
  3. Effective date of dividends of surplus June 21, 2021

- 3 -

Proposal No. 2: Election of Eight Directors (Excluding Directors Who Are Audit and Supervisory Committee Members)

The terms of office of all eight Directors (excluding Directors who are Audit and Supervisory Committee Members; the same applies hereinafter in this proposal) will expire upon the conclusion of this General Meeting of Shareholders.

Therefore, the Company proposes the election of eight Directors.

As for this proposal, the Audit and Supervisory Committee of the Company has judged that all the candidates for Directors are eligible.

The candidates for Director are as follows:

Candidate

Attendance at

Name

Current position and responsibility in the Company

Board of

No.

Directors

meetings

1

Akihiko Fujimori

Representative Director, Chairman

Reelection

100% (14/14)

2

Nobuhiko Fujimori

Representative Director, Vice

Reelection

100% (14/14)

Chairman

3

Eishi Fuyama

Representative Director, President

Reelection

100% (14/14)

Director and Managing Executive

4

Kimihiko Shiomi

Officer

Reelection

100% (14/14)

General Manager of Information

Electronics Business Head Office

Director and Managing Executive

5

Tetsuro Oe

Officer

Reelection

100% (14/14)

General Manager of Life Science

Business Head Office

6

Yukihiko Fujimori

Director

Reelection

100% (14/14)

7

Hiroshi Saga

Director and Senior Executive Officer

Reelection

100% (14/14)

General Manager of President Office

Executive Officer

8

Taku Shimoda

General Manager of Advanced

New election

-

Medical Business Promotion

Department

- 4 -

Candidate

Name

Career summary, and position and responsibility in the

Number of

the

Company (Significant concurrent positions outside the

No.

(Date of birth)

Company's

Company)

shares owned

Aug. 1969

Joined the Company

Jan. 1977

Representative Senior Managing Director of

Akihiko Fujimori

FUJIMORI SANGYO CO., LTD.

June 1983

Representative Director, President of KYOWA

(January 2, 1944)

KOGYO CO., LTD.

Reelection

June 1986

Managing Director and General Manager of

Planning Head Office of the Company

Number of years in office

June 1988

Senior Managing Director and General Manager

453,000

as a Director

of Sales Head Office

shares

35 years

June 1990

Representative Senior Managing Director

1

Attendance at Board of

June 1991

Representative Director, President

Jan. 1999

General Manager of Functional Materials

Directors meetings

14/14

Division

(100%)

Apr. 2002

General Manager of Business Planning

Department

Oct. 2013

Representative Director, Chairman (current

position)

[Reasons for nomination as candidate for Director]

Akihiko Fujimori has served as Representative Director, President of the Company and has extensive experience

and achievements as a corporate manager. Furthermore, since assuming office as Representative Director,

Chairman, he has led the management of the Group and made every effort to enhance corporate value of the

Company. Therefore, the Company believes that he will continue contributing to the management of the Company

and has nominated him as a candidate for Director.

Jan. 1987

Joined Nikka Ltd.

Director and General Manager of Management

Planning Office

Nobuhiko Fujimori

June 1988

Director of the Company

Apr. 1989

Managing Director of Nikka Ltd.

(July 31, 1959)

Mar. 1991

Representative Director, President of KYOWA

Reelection

KOGYO CO., LTD.

Number of years in office

Apr. 1992

Representative Director, President of Nikka Ltd.

Apr. 1994

Representative Director, President of Fujimori

528,000

as a Director

PlaChemical Co., Ltd.

shares

33 years

June 2002

Director and Chairman

Attendance at Board of

2

June 2002

Representative Director, Vice President in

Directors meetings

charge of Overseas Business of the Company

14/14

Apr. 2003

General Manager of International Department

(100%)

Oct. 2013

Representative Director in charge of Overseas

Department

June 2014

Representative Director, Vice Chairman (current

position)

[Reasons for nomination as candidate for Director]

Nobuhiko Fujimori has served as Representative Director, Vice President of the Company and has extensive

experience and achievements as a corporate manager. Furthermore, since assuming office as Representative

Director, Vice Chairman, he has led the management of the Group and made every effort to enhance corporate

value of the Company. Therefore, the Company believes that he will continue contributing to the management of

the Company and has nominated him as a candidate for Director.

- 5 -

Disclaimer

Fujimori Kogyo Co. Ltd. published this content on 26 May 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 03 June 2021 15:24:03 UTC.


© Publicnow 2021
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Net income 2022 7 200 M 65,6 M 65,6 M
Net cash 2022 24 833 M 226 M 226 M
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Mean consensus HOLD
Number of Analysts 2
Last Close Price 4 120,00 JPY
Average target price 5 800,00 JPY
Spread / Average Target 40,8%
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Eishi Fuyama President & Representative Director
Akihiko Fujimori Chairman
Shin Totsuka Manager-Information Systems
Toyoaki Suzuki Executive Officer & Research Manager
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