1． This document is a translation of the official Japanese Notice Regarding Partial Amendments to the Company’s
Articles of Incorporation.
2． This translation is provided only as a reference to assist shareholders in their voting and does not constitute an
official document.
3． In the event of any discrepancies between this translated document and the Japanese original, the original shallprevail.
4．

May 12, 2017
To whom it may concern,

Name of Company
Nissha Printing Co., Ltd.
Name of Representative
Junya Suzuki, President and CEO, Chairman of the Board(Code Number 7915; 1st Section of the Tokyo Stock Exchange)
Contact
Hayato Nishihara, Director, Member of the Board and Senior
Executive Vice President, Chief Financial Officer(Telephone No. 075-811-8111)

Notice Regarding Partial Amendments to the Company’sArticles of Incorporation
It is hereby notified that Nissha Printing Co., Ltd. (the "Company"), at the meeting of its Board of Directors held
today, determined to submit a proposition for partial amendments to its Articles of Incorporation to the Ordinary
General Meeting of Shareholders for the 98th Business Term to be held on June 16, 2017.

Description

1. Reasons for the amendments:（1）The Company was established in Kyoto in 1929 in pursue of high-quality art prints.

From the1960s, with the advancement of printing technologies the Company had concentrated its efforts ondeveloping new products and broadened its product lines, including transfer foils and electronic
components, and since the latter half of the 1990s the Company has achieved remarkable growth bymaking inroads into the global market.

The Company is now moving forward with the businessdevelopment in fields such as printing related materials, automotive interior parts and medical devices,where further growth is expected on a global basis, in addition to the existing product lines.
Far beyond traditional boundaries of printing field, the Company has been evolving andexpanding its business, and accordingly decided to change its trade name from Nissha Printing Co., Ltd.
to Nissha Co., Ltd., by amending Article 1 (Trade Name) of the current Articles of Incorporation.
“Nissha” is a corporate brand that has been familiar with our customers, shareholders, suppliers
and local communities throughout the years, and is now globally recognized. This trade name change is‐1‐

another opportunity for us to make even greater leap forward.
Our new trade name will take effect from October 6, 2017.
（2）

With the progression of our Fifth Medium-term Business Plan which started in fiscal 2015, wewill modify Article 2 (Purposes) of the current Articles of Incorporation to facilitate the diversificationand future development of our Group’s business activities, and to align our business purposes with ourcurrent operations.

（3）

The fiscal year of the Company is currently one year from April 1 of every year to March 31 of
the following year. The Company intends to unify the fiscal year for overseas consolidated subsidiaries inorder to promote integrated group operations, and further enhance management transparency andefficiency through the timely and adequate disclosure of financial and business information. To achieve
this goal, the Company aims to change its fiscal year to one year commencing on January 1 of every year
and ending on December 31 of the same year. Consequently, the Company will make necessary
amendments to Articles 13 (Time of Convening General Meeting of Shareholders), 14 (Base Date ofOrdinary General Meeting of Shareholders), 38 (Fiscal Year) and 39 (Base Date for Dividends ofSurplus) of the current Articles of Incorporation.
Furthermore, since the 99th Business Term will cover the nine months from April 1, 2017 toDecember 31, 2017 as a result of this change, supplementary provisions are also to be established as atransitional measure.
All of our consolidated subsidiaries whose fiscal years do not end on December 31 are currently
expected to introduce the same amendments.

（4）

In consideration of notable contribution in restoration of the Company, Chairperson Emeritus as
Director shall belong to the late Mr. Shozo Suzuki solely and permanently, and the Company will neverassign anyone for this title. The Company will thus make a necessary amendment to Article 23(Representative Directors and Directors with Title) of the current Articles of Incorporation.

（5）

The Act for Partial Amendment of the Companies Act (Act No. 90, 2014) enforced on May 1,2015 newly allows the conclusion of liability limitation agreements between the Company and a Director
who does not execute business and between the Company and an Audit and Supervisory Board Member
who is not an Independent Audit and Supervisory Board Member. Consequently, the Company proposes
to make partial amendments to Articles 29 (Exemption from Liability for Independent Directors) and 37(Exemption from Liability for Independent Audit and Supervisory Board Members) of the current
Articles of Incorporation so that those Directors and Audit and Supervisory Board Members will be able
to further carry out their expected roles.
Consent has already been obtained from each Audit and Supervisory Board Member for theamendment to Article 29 of the current Articles of Incorporation.

（6）

In order to implement the dividend policy and the capital policy flexibly, the Company will
newly establish Article 39 (Organ to decide on Matters including Dividends of Surplus) of the proposed
Articles of Incorporation that enables the Company to decide matters including dividends of surplus by aresolution of the Board of Directors. The Company will partially amend Article 39 (Base Date for‐2‐

Dividends of Surplus) of the current Articles of Incorporation as well, and adjust its number of articles asArticle 40 (Base Date for Dividends of Surplus) of the proposed Articles of Incorporation with deleting
Article 40 (Interim Dividends) of the current Articles of Incorporation.
This amendment does not intend to preclude the General Meeting of Shareholders fromexercising its authority over deciding matters including dividends of surplus.
（7）

In addition, as a result of the amendments above, the number of articles, wording of articles andother necessary matters will be amended.

2. Contents of the amendments:
The contents of the amendments are set forth in the exhibit attached hereto.

3. Schedule:
Date of the General Meeting of Shareholders for the amendments to the Articles of Incorporation:
June 16, 2017
Effective date of the amendments: June 16, 2017

End‐3‐

Exhibit: Contents of the Amendments of the Articles of Incorporation
The contents of the amendments are as follows.
(Underlined portions indicate proposed changes)
Current Articles of Incorporation

Proposed Amendments

Chapter 1: General Provisions

Chapter 1: General Provisions(Trade Name)

Article 1. The Company shall be called Nihon Shashin

Article 1. The Company shall be called NISSHA

Insatsu Kabushiki Kaisha and shall be expressed inKabushiki Kaisha and shall be expressed in English as

English as Nissha Printing Co., Ltd.

Nissha Co., Ltd.

(Purposes)(Purposes)

Article 2. The purpose of the Company is to run theArticle 2.

following businesses.

following businesses.

1)

1)

The purpose of the Company is to run the～～(Trade Name)(Text omitted)

9)(Unchanged)

9)(Newly established)10) Development, production and sale of medicaldevices, consumable medical products, analyzers,
in-vitro diagnostics, quasi-drug and cosmetics;

10) Production and sale of paper processed goods, fine11) Production and sale of paper processed goods, finearts and craft works, metal products, wooden products,

arts and craft works, metal products, wooden

chemical industry products, cosmetics, food products,products, chemical industry products, food products,convenience goods and fiber processed goods;

convenience goods and fiber processed goods;

11)(Text omitted)

12)(Unchanged)(Newly established)13) Import and export of goods and other things listed
in the preceding items;
14)(Text omitted)

～～

12)

(Unchanged)

15)

17)

16) Planning, operation, display, interior work and18) Planning, operation, display, interior work andelectrical decoration for events or exhibitions, andelectrical decoration for events or exhibitions, anddesign and execution of architecture and otherdesign, execution, contracting and supervision ofconstruction;architecture,landscapegardening

construction;17)(Text omitted)

19)‐4‐(Unchanged)

andother18) Purchase and sale of antiques goods;

20) Separation, collection, transportation and disposalof industrial wastes, sale of valuables, cleaning
business, generation of electricity, supply and saleof electricity, purchase and sale of antiques goods,
security business, and management of parking
space; and

19) Warehousing business, packaging business, customs(Deleted)clearance business, automobile forwarding business,
automobile maintenance business and sale ofautomobile fuel;20) Management of parking space;(Deleted)

21) Business of dispatching general workers, business of(Deleted)commercial introduction of jobs;
22) Comprehensive leasing business, and business of(Deleted)

renting and managing real estate;23) Planning, design and construction of gardens and(Deleted)greening works;
24) Agent business of non-life insurance and insurance(Deleted)

based on Automobile Liability Security Law, andbusiness relating to the agency of life insurance;25) Contracting of clerical works relating to the(Deleted)calculation of payroll and social insurance premium,
employment management, labor management, etc.;
26) Financing business such as money lending, buying(Deleted)and selling of receivables, guarantee of debts, etc. andcontracting of clerical works relating to accounting &book keeping;27) Cleaning business, disposal and recycling of(Deleted)industrial wastes and general wastes, and sale of suchprocessed scrap; and(Text omitted)～

Article 3.

Article 5.

21)(Unchanged)

Article 3.
～28)(Text omitted)

Article 5.

‐5‐(Unchanged)

Chapter 2: Shares

Chapter 2: Shares

Article 6.
～～Article 6.
(Text omitted)

Article 12.

(Unchanged)

Article 12.

Chapter 3: General Meeting of Shareholders

Chapter 3: General Meeting of Shareholders(Time of Convening General Meeting of Shareholders)(Time of Convening General Meeting of Shareholders)

Article 13. The Ordinary General Meeting ofArticle 13. The Ordinary General Meeting ofShareholders of the Company shall be convened inShareholders of the Company shall be convened inJune of each year, and an Extraordinary General

March of each year, and an Extraordinary General

Meeting of Shareholders shall be convened wheneverMeeting of Shareholders shall be convened whenevernecessary.

necessary.

(Base Date of Ordinary General Meeting of(Base Date of Ordinary General Meeting ofShareholders)Shareholders)

Article 14. The base date of the voting right in theArticle 14. The base date of the voting right in theOrdinary General Meeting of Shareholders of theOrdinary General Meeting of Shareholders of theCompany shall be March 31 of each year.

Company shall be December 31 of each year.

Article 15.
～～

Article 15.
(Text omitted)

Article 19.

Article 19.

Chapter 4: Directors and Board of Directors

Chapter 4: Directors and Board of Directors

Article 20.
～

Article 20.
～(Unchanged)(Text omitted)(Unchanged)

Article 22.

Article 22.

(Representative Directors and Directors with Title)(Representative Directors and Directors with Title)

Article 23. The Representative Director shall be elected

Article 23. The Representative Director shall beby the resolution of the Board of Directors.

elected by the resolution of the Board of Directors.

2. One Chairperson Emeritus, one Chairperson, one

2. One Chairperson, one President and CEO, and one orPresident and CEO, and one or more Corporate Vice
‐6‐more Corporate Vice President(s), Senior Executive

President(s), Senior Executive Director(s) andDirector(s) and Executive Director(s) may be elected

Executive Director(s) may be elected from among thefrom among the Directors of the Company by theDirectors of the Company by the resolution of theresolution of the Board of Directors.

Board of Directors.

Article 24.
～～

Article 24.
(Text omitted)(Unchanged)

Article 28.

Article 28.

(Exemption from Liability for Independent Directors)(Exemption from Liability for Directors)

Article 29. The Company may conclude a contract withArticle 29. The Company may conclude a contract

the Independent Directors to limit the liability forwith the Directors (excluding Executive Directors,

damages due to the negligence of duties, based on theetc.) to limit the liability for damages due to theprovisions of Article 427, Paragraph 1 of thenegligence of duties, based on the provisions ofCompanies Act; provided, however, that the amount ofArticle 427, Paragraph 1 of the Companies Act;

limit on liability under such contract shall be theprovided, however, that the amount of limit on

amount prescribed by laws and ordinances.

liability under such contract shall be the amountprescribed by laws and ordinances.

Chapter 5: Audit and Supervisory Board Members andChapter 5: Audit and Supervisory Board Members andAudit and Supervisory Board

Audit and Supervisory Board

Article 30.
～～

Article 30.
(Text omitted)(Unchanged)

Article 36.

Article 36.

(Exemption from Liability for Independent Audit and(Exemption from Liability for Audit and Supervisory

Supervisory Board Members)

Board Members)

Article 37. The Company may conclude a contract withArticle 37. The Company may conclude a contract

the Independent Audit and Supervisory Board

with the Audit and Supervisory Board Members toMembers to limit the liability for damages due to thelimit the liability for damages due to the negligence

negligence of duties, based on the provisions of Articleof duties, based on the provisions of Article 427,

427, Paragraph 1 of the Companies Act; provided,

Paragraph 1 of the Companies Act; provided,

however, that the amount of limit of liability under

however, that the amount of limit of liability undersuch contract shall be the amount prescribed by laws

such contract shall be the amount prescribed by laws

and ordinances.

and ordinances.

‐7‐

Chapter 6: Accounts

Chapter 6: Accounts(Fiscal Year)(Fiscal Year)

Article 38. The fiscal year of the Company shall be 1

Article 38. The fiscal year of the Company shall be 1

year from April 1 of every year to March 31 of theyear from January 1 of every year to December 31 offollowing year.

the same year.

(Newly established)(Organ to decide on Matters including Dividends ofSurplus)
Article 39. The Company may decide the matterslisted in each item of Article 459, Paragraph 1 of theCompanies Act including dividends of surplus by
resolution of the Board of Directors unless otherwise
provided for in any of the laws or ordinances.

(Base Date for Dividends of Surplus)(Base Date for Dividends of Surplus)

Article 39. The base date for the dividends of surplus of

Article 40. The base date for the dividends of surplus

the Company shall be March 31 of each year.

of the Company shall be December 31 of each year.

(Newly established)

2. The base date for the interim dividends of surplus of
the Company shall be June 30 of each year.

(Newly established)

3. In addition to the preceding two paragraphs, theCompany may prescribe a base date and pay
dividends of surplus.

(Interim Dividends)(Deleted)

Article 40. By the resolution of the Board of Directors,
the Company may pay interim dividends as at the basedate of September 30 of each year.

Article 41.

(Text omitted)

Article. 41(Newly established)(Unchanged)(Supplementary Provisions)
Article 1. The amendment to Article 1 (Trade Name)
shall take effect on October 6, 2017. This Article
shall be deleted when such amendment takes effect.
‐8‐Article 2. Notwithstanding the provision of Article 38(Fiscal Year), the 99th Business Term shallcommence on April 1, 2017 and end on December31, 2017.

Article 3. Notwithstanding the provision of paragraph
2 of Article 40 (Base Date for Dividends of Surplus),
if the Company pays interim dividends in the 99thBusiness Term, the base date for such dividends shallbe September 30, 2017.

Article 4. The preceding two articles and this article
shall be deleted after the end of the 99th BusinessTerm.

‐9‐