Mitsuboshi Belting : Notice of the 108th Annual General Meeting of Shareholders（161KB）

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: 5192 June 8, 2023 Start date of measures for electronic provision: June 6, 2023

To Our Shareholders:

Hiroshi Ikeda, President

Mitsuboshi Belting Ltd.

1-21, Hamazoedori 4-chome,Nagata-ku,Kobe-shi

Notice of the 108th Annual General Meeting of Shareholders

We are pleased to notify you that the 108th Annual General Meeting of Shareholders of Mitsuboshi Belting Ltd. (the "Company") will be held as follows.

When convening this annual general meeting of shareholders, the Company takes measures for providing information that constitutes the content of reference documents (excluding the Voting Form) for the general meeting of shareholders, etc. (matters subject to measures for electronic provision) in electronic format, and posts this information as "Notice of the 108th Annual General Meeting of Shareholders" on the Internet. Please access any of the websites shown below to review the information.

The Company's website: https://www.mitsuboshi.com/stockholder/information/meeting.html (in Japanese)

Website for posted informational materials for the general meeting of shareholders: https://d.sokai.jp/5192/teiji/ (in Japanese)

The Company also has posted matters subject to measures for electronic provision on the Tokyo Stock Exchange (TSE) website. To access this information, access the TSE website (Listed Company Search) by using the Internet address shown below, enter "Mitsuboshi Belting Ltd." in "Issue name (company name)" or the Company's securities code "5192" in "Code," and click "Search." Then, click "Basic information" and select "Documents for public inspection/PR information." Under "Filed information available for public inspection," click "Click here for access" under "[Notice of General Shareholders Meeting /Informational Materials for a General Shareholders Meeting]."

TSE website (Listed Company Search): https://www2.jpx.co.jp/tseHpFront/JJK010010Action.do?Show=Show (in Japanese)

If you are unable to attend the Meeting on the day, you may exercise your voting rights via the Internet, etc. or in writing (by postal mail.)Please review the Reference Documents for the General Meeting of Shareholders, and exercise your voting rights no later than Wednesday, June 28, 2023, 5:15 p.m. (JST).

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1. Date & Time Thursday, June 29, 2023, at 10:00 a.m. (JST)

2. Venue	1F Hall, the Kobe Head Office General Management Center of the Company
	1-35, Karumodori 5-chome,Nagata-ku,Kobe-shi

3. Purpose of the Meeting Matters to be Reported

1. Report on the Business Report, Consolidated Financial Statements, and Non-consolidated Financial Statements for the 108th Fiscal Year (April 1, 2022 to March 31, 2023)
2. Report on the Results of the Audit of the Consolidated Financial Statements for the 108th Fiscal Year (April 1, 2022 to March 31, 2023) by the Accounting Auditor and the Audit & Supervisory Board

Matters to be Resolved

Proposal No. 1 Appropriation of Surplus

Proposal No. 2 Election of Eight Directors

Proposal No. 3 Election of Two Audit & Supervisory Board Members

• When attending the meeting, please submit the Voting Form to the reception desk.
• If revisions to the matters subject to measures for electronic provision arise, a notice of the revisions and the details of the matters before and after the revisions will be posted on the websites listed above.
• Other matters of guidance to shareholders may be posted on the Company's website provided above. Please access the Company's website as required to confirm the latest information.

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Reference Documents for the General Meeting of Shareholders

Proposals and Reference Information

Proposal No. 1 Appropriation of Surplus

The Company's basic capital policy is to enhance medium and long-term corporate and shareholder values by securing resources for investment in growth and enhancing shareholder returns.

In the review of the '21 Mid-Term Business Plan (April 1, 2021 to March 31, 2024) announced on May 13, 2022, the consolidated dividend payout ratio for the fiscal years ending March 2023 and 2024 is targeted at 100%. Comprehensively considering the above basic policy, the Company's performance for the current fiscal year, and its financial position, the Company proposes a year-end dividend of ¥130 per share as follows (annual dividend of ¥250 per share, an increase of ¥107 from the previous fiscal year).

1. Allotment of dividend property to shareholders and their aggregate amount ¥130 per common share of the Company
   Total payment: ¥3,686,119,580
2. Effective date of dividends of surplus June 30, 2023

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Proposal No. 2 Election of Eight Directors

The terms of office of nine Directors, Hiroshi Ikeda, Yoshio Yamaguchi, Masayoshi Nakajima, Toshimi Kumazaki, Keiji Mataba, Shinji Kuramoto, Ryuzo Miyao, Shinya Okuda, and Yuka Miyake will expire at the conclusion of this Annual General Meeting of Shareholders. Therefore, the Company proposes the election of eight Directors (including three Outside Directors).

Candidates for Directors are resolved by the Board of Directors based on the report by the Nomination and Remuneration Advisory Committee, an advisory body to the Board of Directors.

The candidates for Directors are as follows:

Candidate		Name		Position in the Company
No.
1		Hiroshi Ikeda		President	Reelection
		President, Executive Officer
2		Masayoshi Nakajima		Director	Reelection
		Senior Managing Executive Officer
3		Toshimi Kumazaki		Director	Reelection
		Managing Executive Officer
4		Keiji Mataba		Director	Reelection
		Managing Executive Officer
5		Shinji Kuramoto		Director	Reelection
		Managing Executive Officer
					Reelection
6		Ryuzo Miyao		Director (Outside)	Outside
					Independent
					Reelection
7		Shinya Okuda		Director (Outside)	Outside
					Independent
					Reelection
8		Yuka Miyake		Director (Outside)	Outside
		Independent
					Woman
Reelection:	Candidate for re-election as Director
Outside:	Candidate for Outside Director
Independent:	Independent officer as provided for by the stock exchange
Woman:	Candidate for woman Director

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Candidate	Name	Biography, Position, Responsibility and Important Concurrent	Number of the	Relationship
Company's	of Special
No.	(Date of birth)		Position	Interest in the
	Shares Owned
					Company
		Apr. 1981	Joined the Company
		Dec. 1999	General Manager of Automotive Belts &
			Parts Sales Department, Industrial Materials
			Division
		July 2007	Seconded to Mitsuboshi Overseas
			Headquarters Private Limited
	Hiroshi Ikeda	Apr. 2012	Executive Officer of the Company
	(July 8, 1957)	Feb. 2015	General Manager of Office of the President	25,402	None
		Feb. 2016	General Manager of Corporate Planning	shares
	Reelection
		Division and General Manager of Tokyo
1			General Affairs Department
	Apr. 2016	Managing Executive Officer
		June 2019	Director
		June 2019	In charge of General Affairs Department
		June 2021	President and President, Executive Officer
			(current position)
	Reasons for nomination as candidate for Director
	Hiroshi Ikeda has a wealth of experience and broad insight in the sales field and management operations, including serving
	as the head of the sales group and the corporate planning group within the Company Group. The Company has determined
	that he is an appropriate person to strongly promote the further enhancement of the corporate value of the Company Group
	and achieve the mid-term business plan based on his broad perspective and his ability to act and lead, and has continued to
	nominate him as a candidate for Director.
		Apr. 1973	Joined the Company
		June 1999	Director (current position)
		Apr. 2002	Deputy General Manager of Industrial
			Materials Division
		Oct. 2003	Executive Officer
		June 2007	Managing Executive Officer
	Masayoshi Nakajima	Apr. 2013	In charge of Belts & System Technical of
	(June 25, 1950)		Industrial Materials Group	49,802	None
		June 2017	Vice-Senior Managing Executive Officer	shares
	Reelection
	Apr. 2019	In charge of Technology Group of Industrial
2			Materials Group
	June 2019	Senior Managing Executive Officer (current
			position)
		Apr. 2022	Director General of Technical Division and
			in charge of Corporate Information System
			Department (current position)
	Reasons for nomination as candidate for Director
	Masayoshi Nakajima has a wealth of experience and broad insight in technology-related operations, including serving as
	the head of the technology group of power transmission belts, which are mainstay products within the Company Group.
	The Company has determined that he is an appropriate person for the promotion of technological development in the
	Company Group and the improvement of the quality of the Company's products and services as well as for supervising the
	business execution, and has continued to nominate him as a candidate for Director.

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