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 5, 2017
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 5th Annual General Meeting of Shareholders
You are cordially invited to attend the Fifth 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 26, 2017 (JST).
[Voting via the Internet, etc.]
Regarding how to vote via the Internet, etc., please read “Guide for Voting via the Internet, etc.” (Japanese only),
access the website (http://www.web54.net) that the Company has specifically designated for voting, use “votingcode” and “password” printed on the enclosed voting form, and follow the on-screen instructions to input yourapproval or disapproval of each proposal by 5:30 p.m., on Monday, June 26, 2017 (JST).
1. Date and Time: Tuesday, June 27, 2017, at 10:00 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 fifth fiscal year (from April 1, 2016 to
March 31, 2017), 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 fifth fiscal year (from April 1, 2016 to March 31, 2017)
Matters to be resolved:
Proposal No. 1
Appropriation of Surplus
Proposal No. 2
Election of 12 Directors
Proposal No. 3
Election of One Substitute Auditor
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
that you 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.

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If you attend the meeting in person, please submit the enclosed voting form at the reception. Our reception is scheduled to start at
9:00 a.m. (JST).
Of documents to be attached to this Notice, Notes to the Consolidated Financial Statements and Notes to the Non-consolidated
Financial Statements are posted on the website of the Company (http://www.nikkeikinholdings.co.jp) in accordance with laws andregulations and the provision of the Company’s Articles of Incorporation. Therefore, they are not included in the materials attachedto this Notice. 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 posted on the Company’s website
mentioned above.
In the event that amendments are made to the Reference Documents for General Meeting of Shareholders, the Business Report, theConsolidated Financial Statements and the Non-consolidated Financial Statements, the Company will post them on the website
mentioned above.
The Company has electronically disclosed on its website mentioned above the contents of this Notice prior to mailing it out, toensure 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 businessdevelopment, etc., and it proposes to pay year-end dividends for this fiscal year of ¥5 per common share of theCompany as follows:
Accordingly, upon adding interim dividends (¥3 per share), the dividend of surplus for the current fiscal year willbe ¥8 per share, which is ¥2 higher than the previous fiscal year (¥6 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: ¥3,096,951,305(3) Effective date of dividends of surplus
June 28, 2017

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Proposal No. 2

Election of 12 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 12 Directors.
The candidates for Director are as follows:

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 2009
June 2012
Oct. 2012

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

Joined Nippon Light Metal Company, Ltd.
Officer
Director and Executive Officer
Senior Executive Officer
Director, Head of Technology & Development
Administration Dept. and Head of Central
Product Safety & Quality Assurance
Administration Dept. of the Company
Jan. 2013
Manager of the Rolled Products business of
Ichiro Okamoto
Nippon Light Metal Business Group(June 12, 1956)
June 2013
President and CEO of Nippon Light Metal
Reelection
Company, Ltd.
1) 135,590 shares[Attendance at the Board of(current position)2) NoneDirectors’ meeting for fiscal
June 2013
In charge of the Rolled Products business ofyear 2016]
Nippon Light Metal Business Group of the
13/13 (100%)Company
June 2014
In charge of the Chemicals business of Nippon
Light Metal Business Group
June 2015
President and CEO, In charge of CSR &Auditing Administration Dept.
(current position)(President and CEO of Nippon Light Metal Company, Ltd.)(Director of Toyo Aluminium K.K.)(Outside Director of Tamai Steamship Co., Ltd.)[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. For the recent years, he has gained broad experiences andinsight 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 clearlysetting forth the Management Policy. Consequently, the Company proposes his reelection as Director.

- 4 -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 2011
June 20122

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

Joined Nippon Light Metal Company, Ltd.
Officer
Executive Officer
Director(current position)
Oct. 2012
Director, In charge of NPS of the Company(current position)
Toshihide Murakami
June 2013
Head of Technology & Development(September 16, 1956)
Administration Dept.
Reelection(current position)1) 87,034 shares[Attendance at the Board ofJune 2013
In charge of the Capacitor Foil business of2) NoneDirectors’ meeting for fiscal
Nippon Light Metal Business Group
year 2016]
June 2014
Senior Executive Officer of Nippon Light
13/13 (100%)
Metal Company, Ltd.
(current position)
Oct. 2014
Head of Central Product Safety & Quality
Assurance Administration Dept. of theCompany(current position)(Director, Senior Executive Officer of Nippon Light Metal
Company, Ltd.)[Reasons for nomination as candidate for Director]
Toshihide Murakami possesses wealth of experiences in the Technology & Manufacturing functions, and demonstrates
his leadership toward the Group’s companies in such areas as product development, quality assurance and NPS. The
Company judges his experiences and insight gained through the above to be indispensable to the management of theGroup, and proposes his reelection as Director.
Apr. 1980
Joined Nippon Light Metal Company, Ltd.
June 2008
OfficerJune 2012
Executive Officer
Oct. 2012
Head of Planning Administration Dept. of theCompany
Yasunori Okamoto(current position)(April 7, 1957)
Oct. 2012
Officer
Reelection
June 2013
Director and Head of Personnel, General
1) 76,024 shares[Attendance at the Board of
Affairs, Accounting & Finance Administration 2) None
Directors’ meeting for fiscal
Dept.
year 2016]
Director of Nippon Light Metal Company, Ltd.
13/13 (100%)(current position)
June 2014
Senior Executive Officer(current position)(Director, Senior Executive Officer of Nippon Light Metal
Company, Ltd.)[Reasons for nomination as candidate for Director]
Yasunori Okamoto possesses wealth of experiences in broad areas such as finance, strategic planning, human resources,
and purchasing, currently overseeing administrative functions. He has demonstrated leadership in development of theGroup’s mid-term business plan, and progress management. 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.

- 5 -Candidate
No.

Name
(Date of birth)

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

Apr. 1973451) 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)
Hiroshi Yamamoto
June 2005
Director(May 16, 1950)
June 2011
President
Reelection(current position)
1) 21,036 shares[Attendance at the Board ofJune 2011
Director of Nippon Light Metal Company, Ltd. 2) None
Directors’ meeting for fiscal
Oct. 2012
Director of the Company
year 2016](current position)
13/13 (100%)
June 2013
In charge of Toyo Aluminium Business Group(current position)(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 provided beneficial proposals to theCompany, contributing to the management of the Group. Consequently, the Company judges his experiences andinsight gained through the above to be indispensable to the management of the Group as a whole, and proposes his
reelection as Director.
Apr. 1980
Joined Nippon Light Metal Company, Ltd.
Jan. 2005
President and CEO of Nikkei Siam Aluminium
Limited
Oct. 2007
Officer of Nippon Light Metal Company, Ltd.
Hiroyasu Hiruma
June 2011
Executive Officer(May 27, 1955)
Jan. 2012
President and CEO of Nikkei Panel System
Reelection
Co., Ltd.
1) 76,483 shares[Attendance at the Board of(current position)2) NoneDirectors’ meeting for fiscal
June 2014
Director, In charge of the Panel System
year 2016]business of Nippon Light Metal Business
13/13 (100%)
Group of the Company(current position)(President and CEO of Nikkei Panel System Co., Ltd.)(President of Nikkei Taiwan System Engineering Co., 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. Currently as President and CEO of Nikkei Panel System Co.,
Ltd., he has promoted managerial reforms of the aforementioned company, and contributed significantly towardenhancing its business performance. The Company judges his experiences and insight to be indispensable to the
management of the Group, and 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. 1981
Sept. 2008671) Number of theCompany’s
shares owned
2) Relationship ofspecial interestin the Company

Joined Nippon Light Metal Company, Ltd.
President and CEO of Nikkei MC Aluminum(Thailand) Co., Ltd.
Apr. 2010
President of Nikkei MC Aluminium Co., Ltd.
(current position)
Apr. 2015
In charge of the Metals & Industrial Parts
businesses of Nippon Light Metal BusinessShozo Hamamura
Group of the Company(August 4, 1954)
Director and Executive Officer of Nippon Light
Reelection
Metal Company, Ltd.
1) 31,936 shares[Attendance at the Board of(current position)2) Refer to Note 1
Directors’ meeting for fiscal
Apr. 2015
Officer of the Company
year 2016]
June 2015
Director, In charge of the Nikkei MC
13/13 (100%)
Aluminium business of Nippon Light Metal
Business Group(current position)(Director, Executive Officer of Nippon Light Metal Company,
Ltd.)(President of Nikkei MC Aluminium Co., Ltd.)(Outside Director of Ahresty Corporation)[Reasons for nomination as candidate for Director]
Shozo Hamamura has made significant contributions as personnel responsible for the Aluminum Ingot & Alloys
businesses for many years, and possesses wealth of experience in overseas businesses as well. He has contributed
significantly to the overseas expansion of Nikkei MC Aluminium Co., Ltd. in particular. Presently, he is President of
Nikkei MC Aluminium Co., Ltd. He has also overseen the Metals & Industrial Parts businesses. 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.
Apr. 1980
Joined Nippon Light Metal Company, Ltd.
June 2005
Director of Nikkeikin Aluminium CoreTechnology Company, Ltd.
June 2011
Managing Director
Mar. 2012
General Manager of Shandong Nikkei Conglin
Automotive Parts Co., Ltd.
Sho Adachi
June 2014
President and CEO of Nikkeikin Aluminium
1) 13,302 shares(December 7, 1955)
Core Technology Company, Ltd.
2) NoneNew election
President and CEO of Nikkei Kambara Co.,Ltd.
(current position)(President and CEO of Nikkeikin Aluminium Core Technology
Company, Ltd.)(President and CEO of Nikkei Kambara Co., Ltd.)[Reasons for nomination as candidate for Director]
Sho Adachi possesses wealth of experience as personnel responsible for the Extrusions business for many years, andhas also contributed significantly to the growth of the China business. Currently, he is serving as President and CEO of
Nikkeikin Aluminium Core Technology Company, Ltd., which is the Company’s core subsidiary for the Extrusions
business. The Company judges his experiences and insight gained through the above to be indispensable to the
management of the Group, and proposes his election 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

Feb. 2002
Yoshihiro Tomioka(February 24, 1956)
New election

June 2005
Apr. 2006
June 2015

8

9

Joined Toyo Aluminium K.K. (Merged with
Nippon Light Metal Company, Ltd. in October
1999)
Director of Toyo Aluminium Foil Products
K.K.
President and CEO
President and CEO of Toyo Aluminium Ekco
Products Co., Ltd.
Managing Executive Officer, Overseeing the
New Business Creation Dept. of Toyo
Aluminium K.K.
(current position)
Director

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

1) 5,000 shares
2) NoneJune 2015[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. The Company judges his experiences and insight gained through the above to be indispensable to the
management of the Group, and proposes his election as Director.
Apr. 1980
Joined Nippon Light Metal Company, Ltd.
June 2009
Head of Chemicals Div.
(current position)
June 2009
OfficerJune 2014
Director(current position)
June 2016
Officer, In charge of the Chemicals business of
Kotaro Yasuda
Nippon Light Metal Business Group and In1) 51,947 shares(September 10, 1956)
charge of the Capacitor Foil business of Nippon 2) None
New election
Light Metal Business Group of the Company
Executive Officer of Nippon Light Metal
Company, Ltd.
(current position)(Director, Executive Officer of Nippon Light Metal Company,
Ltd.)(Outside Director of Tamai Steamship Co., Ltd.)[Reasons for nomination as candidate for Director]
Kotaro Yasuda had worked in key positions of the Chemicals business for many years, and possesses extensive handson experiences, knowledge and deep expertise. Ever since he assumed office as Officer of the Company in June 2016,
the scope of business under his responsibility has expanded beyond the Chemicals business and takes responsibility
over the Capacitor Foil business. The Company judges his experiences and insight gained through the above to beindispensable to the management of the Group, and proposes his election as Director.

- 8 -Candidate
No.

Name
(Date of birth)

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

Apr. 1974
June 200710111) Number of theCompany’s
shares owned
2) Relationship ofspecial interestin the Company

Joined The Dai-Ichi Kangyo Bank, Limited
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
Reelection
June 2012
Representative Director and President of Total
OutsideInsurance Service Limited
1) 9,782 shares[Attendance at the Board of(current position)2) NoneDirectors’ meeting for fiscal
June 2012
Outside Director of Nippon Light Metal
year 2016]
Company, Ltd.
11/13 (84.6%)
Oct. 2012
Outside Director of the Company(current position)(Representative Director and President of Total Insurance
Service Limited)(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. 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.
Apr. 1974
Joined Mitsubishi Corporation
Apr. 2002
General Manager of International Petroleum
Ryoichi Hayashi
Unit and General Manager of International(June 6, 1951)
Petroleum Business Planning & Development
Reelection
OfficeOutsideApr. 2007
Senior Vice President and Division COO of
1) 19,665 shares
Independent
Carbon & LPG Business Div.
2) None[Attendance at the Board ofMar. 2012
President of MMP K.K.
Directors’ meeting for fiscal
July 2012
Senior Corporate Counsellor of Energy
year 2016]
Business Group of Mitsubishi Corporation
12/13 (92.3%)
June 2013
Outside Director of the Company(current position)
Mar. 2014
Director of Tokai Carbon Co., Ltd.
[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. 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.

- 9 -Candidate
No.

12

Name
(Date of birth)

Haruo Ito
(November 9, 1943)
Reelection
OutsideIndependent[Attendance at the Board of
Directors’ meeting for fiscal
year 2016]9/10 (90.0%)
Note: Haruo Ito was newly
elected as Director during the
Fourth Annual General Meetingof Shareholders held on June 24,
2016, and has assumed office.
Consequently, his attendance at
the Board of Directors’ meeting
only includes the meetings held
since his assumption of office.

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

Joined Fuji Electric Manufacturing Co., Ltd.
(currently Fuji Electric Co., Ltd.)
June 1998
Director
Oct. 2003
President and Representative Director of Fuji
Electric Systems Co., Ltd. (currently Fuji
Electric Co., Ltd.)
June 2006
President and Representative Director of Fuji
Electric Holdings Co., Ltd. (currently Fuji
Electric Co., Ltd.)
Apr. 2010
Director and Advisor
June 2010
Advisor(current position)
June 2016
Outside Director of the Company(current position)(Advisor of Fuji Electric Co., Ltd.)(Outside Director of Zeon Corporation)

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

Apr. 1968

1) 3,661 shares
2) None[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. The Company judges that he will help maintain impartiality of the management of the Company bymonitoring and overseeing its management based on his broad experiences and deep insight. Thus, we propose hisreelection 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, theCompany plans for his appointment as an independent officer to continue.
Notes:

1. The Company has been entrusted with administrative tasks relating to management from Nikkei MC Aluminium Co.,
Ltd. and the aforementioned company has paid the management fee to the Company.
2. Masato Ono, a candidate for outside Director, had been non-executive Director of Nippon Light Metal Company, Ltd.
from June 2012 to September 2012.
3. Ryoichi Hayashi, a candidate for outside Director, had been non-executive Director of Nippon Electrode Co., Ltd. fromMarch 2012 to June 2012.
4. Tenure since the candidates for outside Director assumed office as outside Director 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 four years and nine months.
(2) At the conclusion of this annual general meeting of shareholders, Ryoichi Hayashi’s tenure as outside Director of
the Company will have been four years.
(3) At the conclusion of this annual general meeting of shareholders, Haruo Ito’s tenure as outside Director of theCompany will have been one year.
5. During the past five years, there was the following fact of violation of laws and regulations or articles of incorporationor other inappropriate execution of business by a company for which a candidate for outside Director served as director,
officer or auditor at that time.
Nippon Light Metal Company, Ltd., where Masato Ono, a candidate for outside Director, had been outside Director
from June 2012 to September 2012, received a cease and desist order and a payment order for surcharge in February
2016 from the Japan Fair Trade Commission for violating the Anti-Monopoly Act of Japan with respect to polyaluminum chloride ordered by the local governments in Niigata district from March 2011 to April 2014, by determining
prospective suppliers, etc.
While he had not been aware of the aforementioned fact until the aforementioned company was investigated for its acts
subject to the above order, he had regularly made recommendations from the viewpoint of legal compliance andpromoted awareness at the Board of Directors’ meetings, etc.
Though he had retired from outside Director of the aforementioned company at the time when the aforementioned fact
was uncovered, he has executed his duties as outside Director of the Company, parent company of the aforementioned
company, by confirming the status of reporting and review at the Board of Directors’ meetings of the aforementioned
company concerning the aforementioned fact and policy for corrective actions, asking the aforementioned fact to be- 10 -

uncovered fully, and offering opinions for the preventive measures such as effective establishment and implementationof the system for compliance with laws and regulations, including the antitrust law.
6. Limited liability agreements with candidates for outside Director
Masato Ono, Ryoichi Hayashi, and Haruo Ito, candidates for outside Directors, are currently outside Directors of theCompany and the Company has entered into agreements with them to limit their liability for damages 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 reelection of them isapproved, 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 2016, therecord of sales from the Group to FANUC CORPORATION was less than 1.0% of the consolidated sales of theCompany, and the record of purchase from FANUC CORPORATION to the Group was less than 1.0% of theconsolidated sales of FANUC CORPORATION. Furthermore, there are no other relationships that should be disclosed
between any other companies that the candidates for outside Director concurrently works for (as an executive director oran 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
ownership plan of the Company.

- 11 -

Proposal No. 3

Election of One Substitute Auditor

The Company proposes the election of one substitute outside Auditor to be ready to fill a vacant position should
the number of outside Auditors fall below the number required by laws and regulations.
The validity of the resolution for election can be nullified by resolution of the Board of Directors if the consent of
the Board of Corporate Auditors has been obtained; provided, however, that it is only in a time before assuming
office.
In addition, the consent of the Board of Corporate Auditors has been obtained for the submission of this proposal.
The candidate for substitute Auditor is as follows:

Name(Date of birth)

Career summary and position(Significant concurrent positions outside the Company)

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

Apr. 1993

Registered as an attorney at law at Tokyo Bar Association(current position)
Apr. 1993
Joined Central Law Office1) 0 shares
July 2008
Partner at Clair Law Firm
2) NoneDec. 2010
Founded Kawai Law Office(current position)(Attorney at law)
[Reasons for nomination as candidate for substitute outside Auditor]
Shintaro Kawai is a completely independent attorney at law in no client relationship with the Company, and possesses experiences
and insight as a professional lawyer. The Company judges that he will contribute to securing fairness in the management of theCompany by utilizing his experience and insight to the audit of the Company. Thus, the Company proposes his election as substitutefor outside Auditor. If the number of outside Auditors falls below the number required by laws and regulations and he assumes theoffice as outside Auditor, the Company plans to designate him as an independent officer as provided for by the Tokyo Stock
Exchange.
Shintaro Kawai(May 24, 1961)
New election
OutsideIndependent

Notes:

1. If a candidate for substitute outside Auditor has not been involved in corporate management other than through serving
as an outside director or auditor, the reason why we have judged that he is capable of appropriately performing his duty
as an outside Auditor even though he has not involved in corporate management is as follows.
Though Shintaro Kawai has not been involved in corporate management directly, he, as a lawyer, is well versed incorporate legal affairs, etc. Thus, the Company judges that he will appropriately fulfill his duties as outside Auditor.
2. Limited liability agreements with candidates for substitute outside Auditor
If the number of outside Auditors falls below the number required by laws and regulations, whereby Shintaro Kawai, acandidate for substitute outside Auditor, assumes the office, then the Company plans to enter into an agreement with
him to limit his liability for damages under Article 423, paragraph 1 of the Companies Act. The maximum amount ofliability for damages under this agreement is the higher of either ¥7,000,000 or the minimum liability amount provided
for under laws and regulations.
3. There are no other relationships that should be disclosed between any other companies that the candidate for substituteoutside Auditor concurrently works for (as an executive director or an outside officer, etc.) and the Group.

- 12 -