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: 5703
June 3, 2019
To our shareholders:
Ichiro Okamoto
President and CEO
Nippon Light Metal Holdings Company, Ltd.
2-2-20 Higashi-shinagawa, Shinagawa-ku, Tokyo

Notice of the 7th Annual General Meeting of Shareholders
You are cordially invited to attend the Seventh Annual General Meeting of Shareholders of Nippon Light Metal
Holdings Company, Ltd. (the “Company”), which will be held as indicated below.
If you are unable to attend the Meeting in person, you may exercise your voting rights by either of the following
ways. Please review the attached Reference Documents for General Meeting of Shareholders, and exercise yourvoting rights accordingly.
[Voting by Mail]
Please indicate your approval or disapproval of each proposal in the enclosed voting form and then return the form
to the Company by mail so that your vote is received by 5:30 p.m., on Monday, June 24, 2019 (JST).
[Voting via the Internet, etc.]
Please read “Guide for Voting via the Internet, etc.” (Japanese only), access the website (https://www.web54.net) that
the Company has specifically designated for voting, and follow the on-screen instructions to input your approval ordisapproval of each proposal by 5:30 p.m., on Monday, June 24, 2019 (JST).
Disclosure via the Internet
Of documents to be attached to this Notice, the below documents are posted on the website of the Company inaccordance with laws and regulations and the provision of the Company’s Articles of Incorporation. Therefore, they
are not included in the materials attached to this Notice.
(1) Notes to the Consolidated Financial Statements (2) Notes to the Non-consolidated Financial Statements
The Website of the Company
https://www.nikkeikinholdings.co.jp
Consequently, the Consolidated Financial Statements and the Non-consolidated Financial Statements audited by the
Accounting Auditor and Auditors are comprised of each document attached to this Notice of the Meeting as well as
the Notes to the Consolidated Financial Statements and Notes to the Non-consolidated Financial Statements postedon the Company’s website mentioned above.
In the event that amendments are made to the Reference Documents for General Meeting of Shareholders, theBusiness Report, the Consolidated Financial Statements and the Non-consolidated Financial Statements, theCompany will post them on the website mentioned above.
1. Date and Time: Tuesday, June 25, 2019, at 10:00 a.m. (Reception scheduled to open at 9:00 a.m.) (JST)
2. Venue:2-3-15 Higashi-shinagawa, Shinagawa-ku, Tokyo“Harbor Circus” ball room, 3rd floor, Dai-ichi Hotel Tokyo Seafort
3. Purpose of the Meeting
Matters to be reported:
1. Business Report and Consolidated Financial Statements for the seventh fiscal year (from April 1, 2018 toMarch 31, 2019), and the results of audits of the Consolidated Financial Statements by the Accounting
Auditor and the Board of Corporate Auditors
2. Non-consolidated Financial Statements for the seventh fiscal year (from April 1, 2018 to March 31, 2019)
Matters to be resolved:
Proposal No. 1
Appropriation of Surplus
Proposal No. 2
Partial Amendment to Articles of Incorporation-1-

Proposal No. 3
Election of 13 Directors
Proposal No. 4
Election of Two Auditors
4. Matters Concerning Excise of Voting Rights(1) If you exercise your voting rights by proxy, you must appoint one of the shareholders holding voting rights
as a proxy, and have your proxy submit a written document certifying the authority of proxy.
(2) If you do not indicate your approval or disapproval of each proposal on the voting form, we will assume thatyou have voted in favor of the proposal.
(3) If you exercise your voting rights via the Internet, etc. multiple times, only the last vote exercised will betreated as valid.
(4) If you exercise your voting rights by mail and also place your vote via the Internet, etc., whichever we
received last will be treated as valid. If we receive both on the same day, we will treat only your vote placed
via the Internet, etc. as valid.

- If you attend the meeting in person, please submit the enclosed voting form at the reception.
- The Company has electronically disclosed on its website (https://www.nikkeikinholdings.co.jp) prior to mailing it out, to ensure that
information is furnished in a timely manner.

-2-

Reference Documents for General Meeting of Shareholders
Proposal No. 1

Appropriation of Surplus

With regard to distributing profits, the Company has a basic policy to pay dividends to its shareholders, whilestrengthening its financial structure and managerial foundation, and comprehensively considering consolidated
performance, etc. from a mid-to-long-term standpoint.
The Company has given consideration to the business performance of the fiscal year and future business development,
etc., and it proposes to pay year-end dividends for this fiscal year of ¥5 per common share of the Company as follows:
Accordingly, upon adding interim dividends (¥4 per share), the dividend of surplus for the current fiscal year will be¥9 per share, which is ¥1 higher than the previous fiscal year (¥8 per share).
Year-end dividends(1) Type of dividend property
To be paid in cash.
(2) Allotment of dividend property and their aggregate amount¥5 per common share of the Company
Total dividends: ¥3,096,882,965(3) Effective date of dividends of surplus
June 26, 2019-3-

Proposal No. 2

Partial Amendments to Articles of Incorporation

1. Reason for the amendments
To aim for further growth as a corporate group that continually creates new value for its customers by facilitating“smooth group communication and collaboration,” the Company has decided to move its head office to Minato
City, Tokyo. In accordance with that move, the location of the head office prescribed in Article 3 of the current
Articles of Incorporation will be amended from Shinagawa City, Tokyo, to Minato City, Tokyo. Furthermore,this amendment will be effective as of the head-office-move date to be determined at the Board of Directors’
meeting held no later than the Eighth Annual General Meeting of Shareholders, which will be held in 2020. At
the same time, a supplementary provision will be established to clarify that. That supplementary provision will
be removed after the date on which the head-office move becomes effective has passed.
2. Details of the Amendments
The amendment proposal for the current Articles of Incorporation is as follows:
Current Articles of Incorporation(Location of the Head Office)
Article 3.
The head office of the Company shall be located at Shinagawa
City, Tokyo, Japan.
<Newly established>(Underlined text indicates changes)
Proposed Amendments(Location of the Head Office)
Article 3.
The head office of the Company shall be located at Minato
City, Tokyo, Japan.
Supplementary ProvisionThis amendment to Article 3 will be effective as of the headoffice-move date to be determined at the Board of Directors’
meeting held no later than the Eighth Annual General Meeting of
Shareholders, which will be held in 2020. The supplementaryprovision shall be removed after the effective date on therelocation of the head-office.

-4-

Proposal No. 3

Election of 13 Directors

At the conclusion of this annual general meeting of shareholders, the terms of office of all 13 Directors will expire.
Therefore, the Company proposes the election of 13 Directors.
The candidates for Director are as follows:
Candidate
No.

Name

Current position and responsibility in the Company
President and CEO
In charge of CSR & Auditing Administration Dept.
Director
Assistant to President, Head of Technology & Development
Administration Dept. and Central Product Safety & Quality
Assurance Administration Dept.
Director
Assistant to President and Head of Personnel, General Affairs
and Accounting & Finance Administration Dept.
Director
In charge of Toyo Aluminium Business Group
Director
In charge of the Nippon Fruehauf business of Nippon Light
Metal Business Group
Director
In charge of the Nikkeikin Kakoh Kaihatsu business of Nippon
Light Metal Business Group
Director
In charge of Toyo Aluminium Business Group
Director
Head of Planning Administration Dept.
Officer
In charge of the Metals & Industrial Parts businesses of Nippon
Light Metal Business Group and the Nikkei MC Aluminium
business of Nippon Light Metal Business Group1

Ichiro Okamoto2

Toshihide Murakami

3

Yasunori Okamoto

4

Hiroshi Yamamoto

5

Hiroyasu Hiruma

6

Sho Adachi

7

Yoshihiro Tomioka

8

Toshikazu Tanaka

9Masahito Saotome

10

Masato Ono

Director

11

Ryoichi Hayashi

Director

12

Haruo Ito

Director

13

Toshihito Hayano

Director

Candidate
attributes
Reelection

Reelection

Reelection
Reelection
Reelection

Reelection
Reelection
Reelection

New election
Reelection
OutsideIndependent
Reelection
OutsideIndependent
Reelection
OutsideIndependent
Reelection
OutsideIndependent-5-

Candidate
No.

Name
(Date of birth)

Career summary, position and responsibility in the Company
Significant concurrent positions outside the Company

Apr. 1981
June 2006
June 200911) Number of theCompany’s
shares owned
2) Relationship ofspecial interestin the Company

Joined Nippon Light Metal Company, Ltd.
Officer of Nippon Light Metal Company, Ltd.
Director and Executive Officer of Nippon Light
Metal Company, Ltd.
June 2012
Senior Executive Officer of Nippon Light
Metal Company, Ltd.
Oct. 2012
Director, Head of Technology & Development
Administration Dept. and Head of Central
Product Safety & Quality Assurance
Administration Dept. of the Company
Ichiro OkamotoJan. 2013
Manager of the Rolled Products business of(June 12, 1956)
Nippon Light Metal Business Group of theReelection
1) 163,044 sharesCompany
Attendance at the Board of2) NoneDirectors’ meeting for fiscal
June 2013
President and CEO of Nippon Light Metal
year 2018
Company, Ltd.
12/12 (100%)(current position)
June 2014
In charge of the Chemicals business of Nippon
Light Metal Business Group of the Company
June 2015
President and CEO, in charge of CSR &Auditing Administration Dept. of the Company(current position)
Significant concurrent positions outside the Company
President and CEO of Nippon Light Metal Company, Ltd.,
President of the Japan Institute of Light Metals, and Director of
Toyo Aluminium K.K.
[Reasons for nomination as candidate for Director]
Ichiro Okamoto has contributed to new product development processes, etc. as the personnel responsible for theTechnology & Development functions for many years. He has gained broad experiences and insight while taking
responsibilities over the Company’s core businesses, namely the Rolled Products and Chemicals businesses. In fact, he
was appointed as President and CEO of the Company in June 2015. Since his assumption of office, he has proven his
capabilities appropriate for the top management of the Company by such actions as clearly setting forth theManagement Policy. Consequently, the Company proposes his reelection as Director.

-6-

Candidate
No.

Name
(Date of birth)

Career summary, position and responsibility in the Company
Significant concurrent positions outside the Company

Apr. 1980
June 2007
June 20112

1) Number of theCompany’s
shares owned
2) Relationship ofspecial interestin the Company

Joined Nippon Light Metal Company, Ltd.
Officer of Nippon Light Metal Company, Ltd.
Executive Officer of Nippon Light Metal
Company, Ltd.
June 2012
Senior Executive Officer of Nippon Light
Metal Company, Ltd.
(current position)
Oct. 2012
Director of the Company(current position)
Oct. 2012
In charge of NPS of the Company
June 2013
Head of Technology & Development
Toshihide Murakami
Administration Dept. of the Company(September 16, 1956)(current position)
Reelection
1) 105,113 shares
June 2013
In charge of the Capacitor Foil business ofAttendance at the Board of2) NoneNippon Light Metal Business Group of the
Directors’ meeting for fiscal
Company
year 2018
June 2014
Senior Executive Officer of Nippon Light
12/12 (100%)
Metal Company, Ltd.
(current position)
Oct. 2014
Head of Central Product Safety & Quality
Assurance Administration Dept. of theCompany(current position)
June 2018
Assistant to President of the Company(current position)
Significant concurrent positions outside the Company
Director, Senior Executive Officer of Nippon Light Metal
Company, Ltd.
[Reasons for nomination as candidate for Director]
Toshihide Murakami possesses a wealth of experiences in the Technology & Manufacturing functions, demonstrates hisleadership toward the Group’s companies in such areas as product development and quality assurance, and contributes
to the management of the Group as Director of the Company. In addition, from June 2018, he has worked as an
Assistant to the President. Consequently, the Company judges his experiences and insight gained through the above to
be indispensable to the management of the Group, and proposes his reelection as Director.

-7-

Candidate
No.

Name
(Date of birth)

Career summary, position and responsibility in the Company
Significant concurrent positions outside the Company

Apr. 1980
June 2008
June 20123

41) Number of theCompany’s
shares owned
2) Relationship ofspecial interestin the Company

Joined Nippon Light Metal Company, Ltd.
Officer of Nippon Light Metal Company, Ltd.
Executive Officer of Nippon Light Metal
Company, Ltd.
Oct. 2012
Officer, Head of Planning Administration Dept.
of the Company
June 2013
Director and Head of Personnel, General
Yasunori Okamoto
Affairs, Accounting & Finance Administration(April 7, 1957)
Dept. of the Company
Reelection
Director of Nippon Light Metal Company, Ltd. 1) 94,323 shares
Attendance at the Board of(current position)2) NoneDirectors’ meeting for fiscal
June 2014
Senior Executive Officer of Nippon Light
year 2018
Metal Company, Ltd.
12/12 (100%)(current position)
June 2018
Assistant to President of the Company(current position)
Significant concurrent positions outside the Company
Director, Senior Executive Officer of Nippon Light Metal
Company, Ltd., Auditor of Toyo Aluminium K.K., and Outside
Director of Tamai Steamship Co., Ltd.
[Reasons for nomination as candidate for Director]
Yasunori Okamoto possesses a wealth of experiences in broad areas such as finance, strategic planning, humanresources, and purchasing, and is currently overseeing human resources, general affairs and accounting departments
contributing to the management of the Group as Director of the Company. In addition, from June 2018, he has worked
as an Assistant to the President. Consequently, the Company judges his experiences and insight gained through theabove to be indispensable to the management of the Group, and proposes his reelection as Director.
Apr. 1973
Joined Toyo Aluminium K.K. (Merged with
Nippon Light Metal Company, Ltd. in October
1999)
June 2005
Director of Toyo Aluminium K.K.
Hiroshi Yamamoto
June 2011
President of Toyo Aluminium K.K.
(May 16, 1950)(current position)
Reelection
June 2011
Director of Nippon Light Metal Company, Ltd. 1) 25,573 shares
Attendance at the Board of2) NoneOct. 2012
Director of the Company
Directors’ meeting for fiscal(current position)
year 2018
June 2013
In charge of Toyo Aluminium Business Group
12/12 (100%)of the Company(current position)
Significant concurrent positions outside the Company
President of Toyo Aluminium K.K.
[Reasons for nomination as candidate for Director]
Hiroshi Yamamoto has been President of Toyo Aluminium K.K. Since 2011, demonstrating his capabilities in new
product development and reconstruction of existing businesses, thus contributing significantly to the growth of theaforementioned company. In addition, as Director of the Company, he has contributed to the management of the Group.
Consequently, the Company judges his experiences and insight gained through the above to be indispensable to the
management of the Group as a whole, and proposes his reelection as Director.

-8-

Candidate
No.

Name
(Date of birth)

Career summary, position and responsibility in the Company
Significant concurrent positions outside the Company

Apr. 1980
Jan. 2005

51) Number of theCompany’s
shares owned
2) Relationship ofspecial interestin the Company

Joined Nippon Light Metal Company, Ltd.
President and CEO of Nikkei Siam Aluminium
Limited
Oct. 2007
Officer of Nippon Light Metal Company, Ltd.
June 2011
Executive Officer of Nippon Light Metal
Company, Ltd.
Jan. 2012
President and CEO of Nikkei Panel System
Hiroyasu Hiruma
Co., Ltd.
(May 27, 1955)
June 2014
Director of the Company
Reelection
1) 81,017 shares(current position)
Attendance at the Board of2) Refer to Note 1
June 2014
In charge of the Panel System business of
Directors’ meeting for fiscal
Nippon Light Metal Business Group of theyear 2018
Company
12/12 (100%)
June 2017
In charge of the Nippon Fruehauf business of
Nippon Light Metal Business Group,
Representative Director of Nippon FruehaufCompany, Ltd.
(current position)
Significant concurrent positions outside the Company
Representative Director of Nippon Fruehauf Company, Ltd.
[Reasons for nomination as candidate for Director]
Hiroyasu Hiruma possesses wealth of experiences in broad areas such as accounting, human resources, overseas
procurement, and management of overseas subsidiaries. He has served for five years and five months as President andCEO of Nikkei Panel System Co., Ltd., and contributed significantly toward enhancing its business performance.
Currently, as President of Nippon Fruehauf Company, Ltd., he has been exerting his skills in the managerial reforms ofthe company and has been contributing to the management of the Group as Director of the Company. The Company
judges his experiences and insight to be indispensable to the management of the Group, and proposes his reelection as
Director.

-9-

Candidate
No.

Name
(Date of birth)

Career summary, position and responsibility in the Company
Significant concurrent positions outside the Company

Apr. 1980
June 2005

61) Number of theCompany’s
shares owned
2) Relationship ofspecial interestin the Company

Joined Nippon Light Metal Company, Ltd.
Director of Nikkeikin Aluminium CoreTechnology Company, Ltd.
June 2011
Managing Director of Nikkeikin Aluminium
Core Technology Company, Ltd.
Mar. 2012
General Manager of Shandong Nikkei Conglin
Automotive Parts Co., Ltd.
Sho Adachi
June 2014
President and CEO of Nikkeikin Aluminium(December 7, 1955)
Core Technology Company, Ltd.
Reelection
1) 26,279 shares(current position)
Attendance at the Board of2) NoneJune 2017
Director in charge of the Nikkeikin Kakoh
Directors’ meeting for fiscal
Kaihatsu business of Nippon Light Metal
year 2018
Business Group of the Company,
12/12 (100%)
President and CEO of Nikkeikin Kakoh
Kaihatsu Holdings Company, Ltd.
(current position)
Significant concurrent positions outside the Company
President and CEO of Nikkeikin Kakoh Kaihatsu Holdings
Company, Ltd. and President and CEO of Nikkeikin Aluminium
Core Technology Company, Ltd.
[Reasons for nomination as candidate for Director]
Sho Adachi possesses a wealth of experience as personnel responsible for the Extrusions business for many years, byworking as the President and CEO of Nikkeikin Aluminium Core Technology Company, Ltd., and has also contributed
significantly to the growth of the China business. Since June 2017, as President and CEO of Nikkeikin Kakoh Kaihatsu
Holdings Company, Ltd., which presides over the Extrusions business, has been exerting his leadership capabilities andhas also been contributing to the management of the Group as Director of the Company. The Company judges his
experiences and insight gained through the above to be indispensable to the management of the Group, and proposes his
reelection as Director.

- 10 -

Candidate
No.

Name
(Date of birth)

Career summary, position and responsibility in the Company
Significant concurrent positions outside the Company

Apr. 1980

781) Number of theCompany’s
shares owned
2) Relationship ofspecial interestin the Company

Joined Toyo Aluminium K.K. (Merged with
Nippon Light Metal Company, Ltd. in October
1999)
Feb. 2002
Director of Toyo Aluminium Foil Products
K.K.
June 2005
President and CEO of Toyo Aluminium Foil
Products K.K.
Yoshihiro Tomioka
Apr. 2006
President and CEO of Toyo Aluminium Ekco
(February 24, 1956)
Products Co., Ltd.
Reelection
1) 8,934 shares
June 2015
Managing Executive Officer, Overseeing the
Attendance at the Board of2) None
New Business Creation Dept. of Toyo
Directors’ meeting for fiscal
Aluminium K.K.
year 201812/12 (100%)(current position)
June 2017
Director, in charge of Toyo Aluminium
Business Group of the Company, and Directorof Toyo Aluminium K.K.
(current position)
Significant concurrent positions outside the Company
Director, Managing Executive Officer of Toyo Aluminium K.K.
[Reasons for nomination as candidate for Director]
Yoshihiro Tomioka has served for nine years as President and CEO of Toyo Aluminium Ekco Products Co., Ltd. The
company is a major subsidiary of Toyo Aluminium K.K. and handles household-related products. For the recent years,
he has significantly contributed to the corporate growth by heading up the New Business Creation Dept. of Toyo
Aluminium K.K. In addition, as Director of the Company, he has contributed to the management of the Group.
Consequently, the Company judges his experiences and insight gained through the above to be indispensable to the
management of the Group as a whole, and proposes his reelection as Director.
Apr. 1986
Joined Nippon Light Metal Company, Ltd.
Apr. 2008
Senior Manager of Planning Dept. of Nippon
Light
Metal Company, Ltd.
Toshikazu Tanaka
June 2014
Officer, Head of Planning Dept. of Nippon(September 21, 1961)
Light Metal Company, Ltd.
Reelection
1) 46,379 shares
Attendance at the Board ofJune 2018
Director, Head of Planning Administration
Directors’ meeting for fiscal
Dept. of the Company, and Director, Executive 2) None
year 2018
Officer of Nippon Light Metal Company, Ltd.
10/10 (100%)(current position)
Refer to Note 2
Significant concurrent positions outside the Company
Director, Executive Officer of Nippon Light Metal Company,
Ltd.
[Reasons for nomination as candidate for Director]
Toshikazu Tanaka possesses a wealth of experiences in such areas as accounting, finance, and planning. From June
2018, he has overseen planning functions as Director of the Company and he has contributed to the management of theGroup by, for example, demonstrating his leadership in formulating the new mid-term business plan, for which theinitial fiscal year is fiscal 2019, and in managing the Group. The Company judges his experiences and insight gained
through the above to be indispensable to the management of the Group, and proposes his reelection as Director.

- 11 -

Candidate
No.

Name
(Date of birth)

Career summary, position and responsibility in the Company
Significant concurrent positions outside the Company

Apr. 1985
June 20049101) Number of theCompany’s
shares owned
2) Relationship ofspecial interestin the Company

Joined Nippon Light Metal Company, Ltd.
Head of Administration Department of the
Chemicals Div. of Nippon Light Metal
Company, Ltd.
Apr. 2011
Head of Group Overseas Operation Support
Office of Nippon Light Metal Company, Ltd.
Apr. 2015
Head of Metal & Alloy Div. and Shaped Parts
Div. of Nippon Light Metal Company, Ltd.
(current position)
Masahito Saotome
1) 11,349 shares
June 2015
Officer of Nippon Light Metal Company, Ltd.
(January 2, 1963)
June 2018
Officer, in charge of the Metal & Alloy Div. and 2) None
New election
Shaped Parts Div. of Nippon Light Metal
Business Group, in charge of the Nikkei MC
Aluminium business of Nippon Light Metal
Business Group of the Company,
Executive Officer of Nippon Light Metal
Company, Ltd.
(current position)
Significant concurrent positions outside the Company
Outside Director of Ahresty Corporation[Reasons for nomination as candidate for Director]
Masahito Saotome possesses a wealth of experience in such areas as accounting, finance, and planning. In recent years,
he has demonstrated his capabilities as a person responsible for Metal & Alloy Div. and Shaped Parts Div., and Alloys
Div. In June 2018, he assumed the position of Executive Officer. The Company judges his experiences and insightgained through the above to be indispensable to the management of the Group, and proposes his election as Director.
Apr. 1974
Joined The Dai-Ichi Kangyo Bank, Limited
June 2007
Director & Deputy President of Mizuho
Financial Group, Inc.
June 2008
Executive Officer and Vice President of Japan
Masato Ono
Hades Co., Ltd.
(November 4, 1950)
June 2011
Representative Director and Vice Chairman of
Reelection
Japan Hades Co., Ltd.
OutsideJune 2012
Representative Director and President of Total 1) 19,045 shares
Independent
Insurance Service Limited, Outside Director of 2) None
Attendance at the Board of
Nippon Light Metal Company, Ltd.
Directors’ meeting for fiscal
Oct. 2012
Outside Director of the Company
year 2018(current position)
11/12 (91.7%)
June 2017
Special Advisor of Total Insurance Service
LimitedSignificant concurrent positions outside the Company
Outside Member of the Board of FANUC CORPORATION[Reasons for nomination as candidate for outside Director]
Masato Ono possesses in-depth insight through his experiences as a senior corporate manager of the financial
institutions for many years, and works as outside Director of another company. Furthermore, as an outside Director of
the Company, he has provided appropriate proposals about management of the Company from an independent point ofview. The Company judges that he will help maintain impartiality of the management of the Company by monitoringand overseeing its management based on his broad experiences and deep insight. Thus, we propose his reelection as
outside Director. The Company has submitted notification to the Tokyo Stock Exchange that he has been designated as
an independent officer as provided for by the aforementioned exchange. If his reelection is approved, the Company
plans for his appointment as an independent officer to continue.

- 12 -

Candidate
No.

Name
(Date of birth)

Career summary, position and responsibility in the Company
Significant concurrent positions outside the Company

Apr. 1974
Apr. 2002

111) Number of theCompany’s
shares owned
2) Relationship ofspecial interestin the Company

Joined Mitsubishi Corporation
General Manager of International Petroleum
Unit and General Manager of International
Petroleum Business Planning & Development
Ryoichi Hayashi
Office of Mitsubishi Corporation(June 6, 1951)
Apr. 2007
Senior Vice President and Division COO of
Reelection
Carbon & LPG Business Div. of Mitsubishi
OutsideCorporation
1) 28,705 shares
IndependentMar. 2012
President of MMP K.K.
2) NoneAttendance at the Board of
July 2012
Senior Corporate Counsellor of Energy
Directors’ meeting for fiscal
Business Group of Mitsubishi Corporation
year 2018
June 2013
Outside Director of the Company
12/12 (100%)(current position)
Mar. 2014
Director of Tokai Carbon Co., Ltd.
Significant concurrent positions outside the Company
None[Reasons for nomination as candidate for outside Director]
Ryoichi Hayashi possesses in-depth insight through his experiences as a senior corporate manager of the trading
company for many years, and had worked as Director of other companies. Furthermore, as an outside Director of theCompany, he has provided appropriate proposals about management of the Company from an independent point ofview. The Company judges that he will help maintain impartiality of the management of the Company by monitoringand overseeing its management based on his broad experiences and deep insight. Thus, we propose his reelection as
outside Director. The Company has submitted notification to the Tokyo Stock Exchange that he has been designated as
an independent officer as provided for by the aforementioned exchange. If his reelection is approved, the Company
plans for his appointment as an independent officer to continue.

- 13 -

Candidate
No.

Name
(Date of birth)

Career summary, position and responsibility in the Company
Significant concurrent positions outside the Company

Apr. 1968

121) Number of theCompany’s
shares owned
2) Relationship ofspecial interestin the Company

Joined Fuji Electric Manufacturing Co., Ltd.
(currently Fuji Electric Co., Ltd.)
June 1998
Director of Fuji Electric Manufacturing Co.,
Ltd. (currently Fuji Electric Co., Ltd.)
Oct. 2003
President and Representative Director of Fuji
Electric Systems Co., Ltd. (currently Fuji
Haruo Ito
Electric Co., Ltd.)(November 9, 1943)
June 2006
President and Representative Director of Fuji
Reelection
Electric Holdings Co., Ltd. (currently Fuji
OutsideElectric Co., Ltd.)1) 12,701 shares
Independent
Apr. 2010
Director and Advisor of Fuji Electric Holdings 2) None
Attendance at the Board ofCo., Ltd. (currently Fuji Electric Co., Ltd.)
Directors’ meeting for fiscal
June 2010
Advisor of Fuji Electric Holdings Co., Ltd.
year 2018(currently Fuji Electric Co., Ltd.)
12/12 (100%)(current position)
June 2016
Outside Director of the Company(current position)
Significant concurrent positions outside the Company
Advisor of Fuji Electric Co., Ltd., Chief Director of DenkiClub, Ltd., and Outside Director of Zeon Corporation[Reasons for nomination as candidate for outside Director]
Haruo Ito has gained many years of experiences as a senior corporate manager of manufacturing companies, andpossesses experiences and insight as a senior corporate manager of a pure holding company whose type is identical to
the Company. Furthermore, as an outside Director of the Company, he has provided appropriate proposals about
management of the Company from an independent point of view. The Company judges that he will help maintainimpartiality of the management of the Company by monitoring and overseeing its management based on his broad
experiences and deep insight. Thus, we propose his reelection as outside Director. The Company has submitted
notification to the Tokyo Stock Exchange that he has been designated as an independent officer as provided for by the
aforementioned exchange. If his reelection is approved, the Company plans for his appointment as an independent
officer to continue.

- 14 -

Candidate
No.

Name
(Date of birth)

Career summary, position and responsibility in the Company
Significant concurrent positions outside the Company

Apr. 1969
May 1996

13

Notes:

1.

2.

3.
4.
5.

6.

1) Number of theCompany’s
shares owned
2) Relationship ofspecial interestin the Company

Joined Nomura Research Institute, Ltd.
Managing Director of Nomura ResearchInstitute, Ltd.
June 1996
Managing Director of KOKUSAI Securities
Co., Ltd. (currently Mitsubishi UFJ Securities
Holdings Co., Ltd.)
Toshihito Hayano
June 1998
Representative Director and Senior Managing(December 3, 1946)
Director of KOKUSAI Securities Co., Ltd.
Reelection(currently Mitsubishi UFJ Securities Holdings
OutsideCo., Ltd.)1) 2,538 shares
Independent
June 2001
President of Kokusai Capital Corporation
2) NoneAttendance at the Board of(currently AG Capital Co., Ltd.)
Directors’ meeting for fiscal
Apr. 2011
Professor of College of Businessyear 2018
Administration and Information Science of
10/10 (100%)
Chubu University
Refer to Note 2
Oct. 2012
Substitute Auditor of the Company
May 2016
Outside Auditor of the Company
June 2018
Outside Director of the Company(current position)
Significant concurrent positions outside the Company
None[Reasons for nomination as candidate for outside Director]
Toshihito Hayano possesses broad experiences and deep insight from a long history of involvement in the managementof securities companies and investment companies and from serving as a professor of the university. Furthermore, after
serving as an outside Auditor of the Company from May 2016 for a period of approximately two years, from June 2018,he has served as an outside Director of the Company and has provided appropriate proposals about management of theCompany from an independent point of view. The Company judges that he will help maintain impartiality of the
management of the Company by monitoring and overseeing its management based on his broad experiences and deep
insight. Thus, we propose his reelection as outside Director. The Company has submitted notification to the Tokyo
Stock Exchange that he has been designated as an independent officer as provided for by the aforementioned exchange.
If his reelection is approved, the Company plans for his appointment as an independent officer to continue.
The Company has been entrusted with administrative tasks relating to management from Nippon Fruehauf Company, Ltd.,
where Hiroyasu Hiruma, a candidate for Director, has served as Representative Director, and the aforementioned company
has paid the management fee to the Company.
Toshikazu Tanaka and Toshihito Hayano, candidates for Director, were newly elected as a Director during the Sixth Annual
General Meeting of Shareholders held on June 26, 2018, and has assumed office. Consequently, their attendance at theBoard of Directors’ meeting by each of them only includes the meetings held since their assuming office.
Masato Ono, a candidate for outside Director, had been non-executive Director of Nippon Light Metal Company, Ltd.
from June 2012 to September 2012.
Ryoichi Hayashi, a candidate for outside Director, had been non-executive Director of Nippon Electrode Co., Ltd. fromMarch 2012 to June 2012.
Tenure since the candidates for outside Director assumed office as outside Director or outside auditor of the Company(1) At the conclusion of this annual general meeting of shareholders, Masato Ono’s tenure as outside Director of theCompany will have been six years and nine months.
(2) At the conclusion of this annual general meeting of shareholders, Ryoichi Hayashi’s tenure as outside Director of theCompany will have been six years.
(3) At the conclusion of this annual general meeting of shareholders, Haruo Ito’s tenure as outside Director of theCompany will have been three years.
(4) At the conclusion of this annual general meeting of shareholders, Toshihito Hayano’s tenure as outside Director of
the Company or outside Auditor of the Company will have been three years and one month.
Limited liability agreements with candidates for outside Director
Masato Ono, Ryoichi Hayashi, Haruo Ito, and Toshihito Hayano, candidates for outside Directors, are currently outside
Directors of the Company and the Company has entered into agreements with them to limit their liability for damages- 15 -

under Article 423, paragraph 1 of the Companies Act. The maximum amount of liability for damages under agreements is
the higher of either ¥7,000,000 or the minimum liability amount provided for under laws and regulations. If the reelectionof them is approved, the Company plans to renew the aforementioned agreement with them.
7. The Group has transactions with FANUC CORPORATION where Masato Ono, a candidate for outside Director, serves
as an outside Member of the Board, including sales of products and purchase of equipment. However, in fiscal 2018, therecord of sales from the Group to FANUC CORPORATION was less than 1.0% of the consolidated sales of the Company,
and the record of purchase from FANUC CORPORATION to the Group was less than 1.0% of the consolidated sales of
FANUC CORPORATION. Furthermore, there are no other relationships that should be disclosed between any othercompanies that the candidates for outside Director concurrently works for (as an executive director or an outside officer,etc.) and the Group.
8. Number of the Company’s shares owned by the candidates for Director includes their holdings in officers’ stock ownershipplan of the Company.

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Proposal No. 4

Election of Two Auditors

At the conclusion of this annual general meeting of shareholders, Auditor Takayuki Tsuchida will resign, and, further,
the term of office of Auditor Koji Fukui will expire. Therefore, the Company proposes the election of two Auditors.
In addition, the consent of the Board of Corporate Auditors has been obtained for the submission of this proposal.
The candidates for Auditor are as follows:

Candidate
No.

Name(Date of birth)

Career summary and position

Apr. 1980
June 20091

2

Notes:

1) Number of theCompany’s
shares owned
2) Relationship ofspecial interestin the Company

Joined Nippon Light Metal Company, Ltd.
Officer, Head of Chemicals Div. of Nippon
Light Metal Company, Ltd.
June 2014
Director of Nippon Light Metal Company, Ltd.
(current position)
Kotaro Yasuda
June 2016
In charge of the Chemicals business and the(September 10, 1956)
Capacitor Foil business of Nippon Light Metal
New election
Business Group of the Company
1) 60,985 shares
Attendance at the Board of
Executive Officer of Nippon Light Metal
2) NoneDirectors’ meeting for fiscal
Company, Ltd.
year 2018(current position)
12/12 (100%)
June 2016
Officer of the Company
Refer to Note 1
June 2017
Director of the Company(current position)
Significant concurrent positions outside the Company
Director, Executive Officer of Nippon Light Metal Company,
Ltd., and Outside Director of Tamai Steamship Co., Ltd.
[Reasons for nomination as candidate for Auditor]
Kotaro Yasuda had worked in key positions of the Chemicals business for many years, and, further, has expanded thescope of business as a person in charge of the Capacitor Foil business. In recent years, he has gained rich experiences
and insight related to the businesses and management of the Group, such as serving as a Director of the Company. The
Company judges that he is capable of objectively undertaking appropriate audits, and proposes his election as Auditor.
Apr. 1979
Joined Toyo Aluminium K.K. (Merged with
Nippon Light Metal Company, Ltd. in October
1999)
Apr. 2005
Head of General Affairs Department of Toyo
Aluminium K.K.
June 2011
Officer, in charge of the General Affairs
Department, Secretariat Department and theTokyo General Affairs Department of Toyo
Masahiro Yoshida
Aluminium K.K.
1) 6,000 shares(April 7, 1955)
June 2016
Executive Officer of Toyo Aluminium K.K.
2) NoneNew election(current position)
June 2016
Supervising the Yao Works, Foil Business Head
Office of Toyo Aluminium K.K.
June 2017
Supervising the CSR Promotion Office of Toyo
Aluminium K.K.
(current position)
Significant concurrent positions outside the Company
None[Reasons for nomination as candidate for Auditor]
Masahiro Yoshida has, for many years, overseen general affairs functions at Toyo Aluminium K.K., and, in recent years,
he has overseen the CSR Promotion Office and contributed to building the CSR system of the Company. The Company
judges that he is capable of objectively undertaking appropriate audits, and proposes his election as Auditor.
1. Attendance at Board of Directors’ meetings in fiscal year 2018 by Kotaro Yasuda, who is a candidate for Auditor, means
his attendance as a Director.

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2. Number of the Company’s shares owned by the candidates for Auditor includes their holdings in officers’ stock ownershipplan of the Company.

- 18 -

Reference: Independent Criteria for Outside Officers
If it is judged that no following item is applicable in an investigation carried out to outside directors and outside
auditors (in this criteria, the “outside Officers”) within a reasonable scope at the Company, then it will be judged thatthe person has independency.
1. A person to which the below is applicable now or in the past ten years(1) A business executor of the Company or a subsidiary of the Company (in this criteria, the “Group”) (Note1)
2. A person to which any of the below are applicable, now or in the past three years(1) A major shareholder of the Company (Note 2), a person for which the Group is a major shareholder, or abusiness executor thereof(2) A major business partner of the Group (Note 3), a person for which the Group is a major business partner(Note 4), or a business executor thereof(3) A major lender of the Group (Note 5) or a business executor thereof(4) A person who belongs to an audit corporation that is the accounting auditor of the Group(5) A person, or a person who belongs to a group, who has received remuneration pertaining to a specialist
service exceeding ¥10 million per year other than officer remuneration from the Group (Note 6) (However,
if an advisory agreement has been executed with the Group, then the amount is immaterial.)(6) A person, or a business executor of a group, who has received a donation exceeding ¥10 million per year
from the Group(7) A business executor of a company who has appointed a business executor of the Group as an officer
3. A spouse or relative within the second degree of kinship of a person listed in item 1. or 2. above (however, forbusiness executors, excluding employees who are lower in rank than General Manager)
4. Other than a person above, a person that might have a conflict of interest with an ordinary shareholder and forwhom it is reasonably judged that there are circumstances suggesting that the person cannot fulfill the duties ofan outside Officer
Note 1: This refers to executive directors, executive officers, officers, and any other persons or employees equivalent to any of those.
When judging the independence of an outside auditor, non-executive Directors are included.
Note 2: This refers to a person who directly or indirectly holds voting rights that constitute 10% or more of all voting rights.
Note 3: This refers to a person who is a business partner group (i.e., a company that belongs to a consolidated group belonging to a
direct business partner) to which the Group provides products or services and for whom, taking an average over the past threefiscal years, the total transactional value of the Group’s transactions with the business partner group exceeds 2% of consolidated
sales of the Group.
Note 4: This refers to a person who is a business partner group that provides products or services to the Group and for whom, taking an
average over the past three fiscal years, the total transactional value of transactions between the Group and the business partnergroup exceeds ¥100 million and exceeds 2% of consolidated sales (if the business partner group does not prepare consolidatedbalance sheets, then the net sales of the business partner group) of the Group.
Note 5: This refers to a person who is a financial institution group (i.e., a company that belongs to a consolidated group to which a direct
lender belongs) that lends to the Group and for whom, taking an average over the past three fiscal years, the total amountborrowed by the Group from the financial institution group exceeds 2% of consolidated total assets of the Group.
Note 6: This refers to consultant, certified public accountant, licensed tax accountant or attorney at law fees, etc.

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