Translation: Please note that the following purports to be an accurately translated
excerpt of the original Japanese version prepared for the convenience of investors
outside Japan. However, in the case of any discrepancy between the translation and
the Japanese original, the latter shall prevail.
Stock Exchange Code: 3105
March 6, 2019

Dear Shareholders:Nisshinbo Holdings Inc.

2-31-11, Nihonbashi Ningyo-cho, Chuo-ku, Tokyo

Masaya Kawata
President and Director

Notice of Convocation of
The 176th Ordinary General Meeting of Shareholders
You are cordially invited to attend the 176th Ordinary General Meeting of Shareholdersof Nisshinbo Holdings Inc. (the “Company”).
If you are unable to attend the aforesaid meeting, you can exercise your votes
through either of the methods stated below. The Company respectfully requests you
to study the “Reference Document Concerning the General Meeting of Shareholders”
below and exercise your voting rights on or before 5:00 p.m. (JST) March 27, 2019
(Wednesday):[In case of exercising voting rights by mail]Please indicate on the Voting Rights Exercise Form enclosed herewith your approval ordisapproval to the items on the agenda, and return the form to be received by the Company
by mail on or before the time limit stated above.
[In case of exercising voting rights via the Internet]
Please log in and indicate whether you approve or disapprove the items on the agenda on or
before the time limit stated above upon making reference to “Procedures for exercising
voting rights by the Internet” (though available for Japanese resident shareholders only).

PARTICULARS
1.

Date and Time of the Meeting:Thursday, March 28, 2019 at 10:00 a.m. (start accepting at 9:00 a.m.)
The reason the date of the Meeting is set at a different time of the year from the previous
175th Ordinary General Meeting of Shareholders is due to the change of the closing date offiscal year of the Company since the 176th fiscal year from March 31 to December 31

2.

Place of the Meeting:
Ariake Room, 2nd Floor, Royal Park Hotel at 2-1-1 Nihonbashi Kakigara-cho,
Chuo-ku, Tokyo, Japan
Please note that place of the Meeting is different from the last year.
13.

Matters to be dealt with at the Meeting:
Matters to be Reported:
1. Report on the Business Report, the Consolidated Financial
Statements for the 176th Fiscal Year (from April 1, 2018 to
December 31, 2018) and the Results on the Audits of Consolidated
Financial Statements by the Accounting Auditor and the Audit &Supervisory Board.
2. Report on the Non-Consolidated Financial Statements for the 176th
Fiscal Year (April 1, 2018 to December 31, 2018).
Matters to be Resolved:

4.

Election of Eleven (11) Directors

Second Item of Business:

Election of Four (4) Audit & Supervisory
Board Members

Third Item of Business:

Election of One (1) Substitute Audit &Supervisory Board Member

Matters related to Exercise of Voting Rights:
(1)
(2)
(3)

5.

First Item of Business:

In the event that a shareholder exercises voting rights both via return mail(Voting Rights Exercise Form) and the Internet, the Company will consider
the exercise of voting rights via the Internet to be valid.
In the event that a shareholder exercises voting rights via the Internet morethan once, the Company will consider the last exercise of voting rights to bevalid.
In the event that a shareholder exercises voting rights through an agent, theagent shall be a shareholder having a voting right. Furthermore, a document
verifying the power of attorney shall be submitted to the Company.

Matters related to document attached to the Notice of Convocation andReference Document Concerning the General Meeting of Shareholders(1)

Among documents to be attached to the Notice of Convocation, following
matters are made available on the Company’s website pursuant to therelevant laws and regulations, and the Articles of Incorporation of theCompany, but are not stated in the documents attached to the Notice ofConvocation.
ሺⅰሻ Notes to Consolidated Financial Statements
ሺⅱሻ Notes to Non-Consolidated Financial Statements(2)

If there is any amendment to the contents of the Reference Document
Concerning the General Meeting of Shareholders, the Business Report, theConsolidated Financial Statements, the Non-consolidated Financial
Statements, the Company will announce such amendment on the
Company’s website (in only Japanese).
2The Company’s website: http://www.nisshinbo.co.jp/[To Institutional Investors]
You may use the "electronic proxy-voting platform" for electromagnetic voting for the
General Shareholders Meeting of the Company.

3

Reference Document Concerning the General Meeting of Shareholders
First Item of Business: Election of Eleven (11) Directors
The term of office of all of the ten (10) Directors will expire at the conclusion of this
General Meeting. Accordingly, in order to rejuvenate top management and deepen groupand global business management aiming at further growth and development for the
Nisshinbo Group (the “Group”), eleven (11) Directors including four (4) Outside Directors
are proposed to be elected.
The candidates are as follows:
No.

Name

Current Positions and Responsibilities at theCompany
President and Representative Director

Attribute ofCandidate of Director
Re-Nominated1

Masaya Kawata

2

Vice President and Representative Director
Masahiro Murakami Chief of Corporate Strategy Center
Responsible for Property Management Department

3

Kenji Ara

Director and Senior Executive Managing Officer

Re-Nominated4

Ryo OguraDirector and Executive Managing Officer

Re-Nominated5

Takayoshi Okugawa

Director and Executive Managing Officer
Chief of Business Support Center

Re-Nominated6

Kazunori Baba

Executive Managing Officer

Newly Nominated7

Yasuji Ishii

Managing Officer

Newly Nominated

Re-Nominated8

Noboru Matsuda

Director

Re-NominatedOutside Director
Independent Director

9

Yoshinori Shimizu

Director

Re-NominatedOutside Director
Independent Director

10

Shinobu Fujino

Director

Re-NominatedOutside Director
Independent Director

11

Newly NominatedOutside Director
Independent Director

Keiji Taga

Note: Independent Director means Director designated as Independent Officer and filed with the stock exchange
4

No.

Name
(Date of Birth)

Brief personal profile, title, responsibilities and significant
concurrent positions at companies other than the Company
April 1975
June 2006

1

Number ofCompany’s
shares held

Joined the Company
Managing Officer and General Manager of
Human Resources Division of the Company
April 2007
Deputy General Manager of Accounting and
Finance Division of the Company (served
concurrently)
June 2007
Director of the Company
April 2008
Deputy Chief of Business Support Center of
the Company
April 2009
President and Representative Director of
Nisshinbo Brake Inc.
June 2010
Director and Executive Managing Officer of
Masaya Kawata
97,482
the Company(April 20, 1952)
June 2011
Deputy Chief of Corporate Strategy Center
and General Manager of Business
Development Division of the Company (served
concurrently)
President and Representative Director of
Nisshinbo Chemical Inc.
June 2012
Director and Senior Executive Managing
Officer of the Company
President and Representative Director of
Nisshinbo Mechatronics Inc.
June 2013
President and Representative Director of theCompany (to the present)[Reason for election of candidate for Director]
After his assumption of office as a Director of the Company in 2007, Mr. Masaya Kawata served as
President and Representative Director of three consolidated subsidiaries and chief officer of theBusiness Development Division. He has served as President and Representative Director of theCompany since 2013. The Company has judged that he would be fully able to perform his duties as
Director in light of his substantial management experience and performance, and high expertise.
Accordingly, he has been proposed as a candidate.
[Attendance at the Board of Directors' meetings]
All 12 meetings

5

No.

Name
(Date of Birth)

Brief personal profile, title, responsibilities and significant
concurrent positions at companies other than the Company
April 1982
April 2008

2

Number ofCompany’s
shares held

Joined the Company
Managing Officer, Senior Manager ofCorporate Governance Department ofCorporate Strategy Center, Senior Manager
of Human Resources & Administration
Service Department of Business Support
Center (served concurrently) and General
Manager of Property Management
Department of the Company (served
concurrently)
April 2009
Deputy Chief of Business Support Center(served concurrently), Senior Manager ofCorporate Strategy Department of Corporate
Strategy Center (served concurrently) andSenior Manager of Finance and Accounting &IT Service Department of Business Support
Masahiro Murakami
Center of the Company (served concurrently)
26,165(September 7, 1958) June 2010
Director and Chief of Business Support
Center of the Company (served concurrently)
January 2012
Responsible for Property Management
Department of the Company (to the present)
June 2012
Director, Executive Managing Officer and
Deputy Chief of Corporate Strategy Center of
the Company (served concurrently)
June 2014
Chief of Corporate Strategy Center of theCompany (served concurrently, to thepresent)
June 2015
Director and Senior Executive Managing
Officer of the Company
June 2016
Representative Director and Senior Executive
Managing Officer of the Company
June 2018
Vice President and Representative Director of
the Company (to the present)[Reason for election of candidate for Director]
After his assumption of office as a Director of the Company in 2010, Mr. Masahiro Murakami served
as chief officer of the Finance and Accounting Department and the Administration Service
Department. He presently serves as chief officer of the Corporate Strategy Department, theProperty Management Department and Vice President and Representative Director. The Company
has judged that he would be fully able to perform his duties as Director in light of his substantial
perception and high expertise regarding business and management of the Group. Accordingly, he
has been proposed as a candidate.
[Attendance at the Board of Directors' meetings]
All 12 meetings

6

No.

Name
(Date of Birth)

Brief personal profile, title, responsibilities and significant
concurrent positions at companies other than the Company
April 1976
April 2002

3

Number ofCompany’s
shares held

Joined Japan Radio Co., Ltd.
General Manager of Government Business
Department of System Electronics Division ofJapan Radio Co., Ltd.
January 2006
Deputy General Manager of System
Equipment Division and General Manager ofGovernment Business Department of Japan
Radio Co., Ltd.
April 2006
General Manager of Solution Business
Department of Sales & Marketing
Headquarters of Japan Radio Co., Ltd.
April 2008
Executive Officer and General Manager ofSales & Marketing Headquarters of Japan
Radio Co., Ltd.
April 2009
Executive Officer and General Manager of
Solution Business Division of Japan Radio
Co., Ltd.
June 2011
Director, Executive Officer, and General
Kenji Ara
Manager of Solution Business Division of
7,833
Japan Radio Co., Ltd.
(November 21, 1953)
June 2012
Director of JRC System Service Co., Ltd.
April 2013
Executive Officer and Deputy General
Manager of Business Operation
Headquarters of Japan Radio Co., Ltd.
April 2014
Executive Officer and General Manager ofBusiness Operation Headquarters of Japan
Radio Co., Ltd.
June 2014
Director, Executive Officer, and General
Manager of Business Operation
Headquarters of Japan Radio Co., Ltd.
June 2016
President and Representative Director ofJapan Radio Co., Ltd. (to the present)
June 2017
Director and Senior Executive Managing
Officer of the Company (served concurrently,
to the present)(Significant concurrent positions at companies other than the
Company)
President and Representative Director of Japan Radio Co., Ltd.
[Reason for election of candidate for Director]
Since 2016, Mr. Kenji Ara has served as President and Representative Director of Japan Radio Co.,
Ltd., which is a consolidated subsidiary of the Company. Since 2017, he also has served as Directorof the Company. The Company has judged that he would be fully able to perform his duties as
Director in light of his substantial management experience and performance, and high expertise in
the radio and communication business of Japan Radio Co., Ltd. Accordingly, he has been proposed
as a candidate.
[Attendance at the Board of Directors' meetings]
All 12 meetings

7

No.

Name
(Date of Birth)

Brief personal profile, title, responsibilities and significant
concurrent positions at companies other than the Company
February 1985
June 1999
April 2001

4

Number ofCompany’s
shares held

Joined New Japan Radio Co., Ltd.
Director of New Japan Radio Co., Ltd.
General Manager of Standard IC Division of
New Japan Radio Co., Ltd.
June 2004
Managing Director of New Japan Radio Co.,Ltd.
April 2005
Executive of Semiconductor Business
Divisions and General Manager of
Semiconductor Technology Headquarters of
New Japan Radio Co., Ltd.
April 2006
General Manager of Semiconductor
Production Headquarters of New Japan
Radio Co., Ltd.
Ryo Ogura
29,955June 2009
Representative Director and Executive(October 1, 1948)
Managing Director of NJR FUKUOKA CO.,LTD.
June 2011
President and Representative Director of
New Japan Radio Co., Ltd.
June 2016
Director and Executive Managing Officer of
the Company (to the present)
September 2018 Chairman and Representative Director of
New Japan Radio Co., Ltd. (served
concurrently, to the present)(Significant concurrent positions at companies other than the
Company)
Chairman and Representative Director of New Japan Radio
Co., Ltd.
[Reason for election of candidate for Director]
Mr. Ryo Ogura served as President and Representative Director and presently serves as Chairman
and Representative Director of New Japan Radio Co., Ltd., which is a consolidated subsidiary of theCompany. Since 2016, he also has served as Director of the Company. The Company has judged that
he would be fully able to perform his duties as Director in light of his substantial management
experience and performance, and high expertise in the micro-device business of New Japan Radio
Co., Ltd. Accordingly, he has been proposed as a candidate.
[Attendance at the Board of Directors' meetings]
11 out of 12 meetings

8

No.

Name
(Date of Birth)

Brief personal profile, title, responsibilities and significant
concurrent positions at companies other than the Company
April 1981
January 2007

5

Number ofCompany’s
shares held

Joined the Company
Assistant Manager of Miai Plant of theCompany
July 2007
Joined ALOKA CO., LTD.
June 2009
Director in charge of General Affairs andGeneral Manager of Internal Control
Promotion Department of ALOKA CO., LTD.
June 2011
Managing Officer, Senior Manager of CSR
Department and Corporate Strategy
Department of Corporate Strategy Center(served concurrently), and Senior Manager of
Takayoshi Okugawa
25,935
Overseas Administration Service(September 13, 1957)
Department of Business Support Center of
the Company (served concurrently)
June 2012
Director, Senior Executive Managing Officer
and General Manager of Business
Administration Department of Nisshinbo
Mechatronics Inc.
June 2014
Director, Managing Officer and Chief ofBusiness Support Center of the Company (tothe present)
June 2016
Director and Executive Managing Officer of
the Company (to the present)[Reason for election of candidate for Director]
Mr. Takayoshi Okugawa previously served as Director of a consolidated subsidiary. Since 2014, he
has served as a Director of the Company, and concurrently as chief officer of the Finance andAccounting Department and the Administration Service Department. The Company has judgedthat he would be fully able to perform his duties as Director in light of his substantial perception
and high expertise regarding business and management of the Group. Accordingly, he has been
proposed as a candidate.
[Attendance at the Board of Directors' meetings]
All 12 meetings

9

No.

Name
(Date of Birth)

Brief personal profile, title, responsibilities and significant
concurrent positions at companies other than the Company
April 1983
April 2009

6

Number ofCompany’s
shares held

Joined the Company
Managing Officer, Senior Manager ofCorporate Governance Department ofCorporate Strategy Center, Senior Manager
of Human Resources & Administration
Service Department of Business Support
Center (served concurrently)[New]
June 2013
Deputy Chief of Business Support Center
5,790
Kazunori Baba
June 2014
Director and Managing Officer(September 1, 1959)
President and Representative Director of
Nisshinbo Textile Inc. (to the present)
June 2016
Executive Managing Officer of the Company(to the present)(Significant concurrent positions at companies other than the
Company)
President and Representative Director of Nisshinbo Textile Inc.
[Reason for election of candidate for Director]
Since 2014, Mr. Kazunori Baba has served as President and Representative Director of Nisshinbo
Textile Inc., which is a consolidated subsidiary of the Company. Since 2016, he also has served as
Executive Managing Officer of the Company. The Company has judged that he would be fully able toperform his duties as Director in light of his substantial management experience and performance,and high expertise of Nisshinbo Textile Inc. Accordingly, he has been proposed as a candidate.

10

No.

Name
(Date of Birth)

Brief personal profile, title, responsibilities and significant
concurrent positions at companies other than the Company
April 1988
April 2011

7

Number ofCompany’s
shares held

Joined the Company
Managing Officer and General Manager of
Production of Friction Materials Division of
Nisshinbo Brake Inc.
April 2013
Executive Managing Officer, Senior Manager
of Strategy Office (served concurrently) and,
General Manager of Product Division (served
concurrently) and Engineering Division(served concurrently) of Nisshinbo Brake Inc.
June 2013
Director and Executive Managing Officer of[New]
Nisshinbo Brake Inc.
January 2015
Director, Executive Managing Officer and620
Yasuji Ishii
Senior Manager of Brake R&D Division of(December 25, 1964)
Nisshinbo Brake Inc.
April 2015
Vice President and Director of Nisshinbo
Brake Inc.
June 2015
Managing Officer of the Company (to thepresent)
June 2017
President and Representative Director of
Nisshinbo Brake Inc. (to the present)(Significant concurrent positions at companies other than the
Company)
President and Representative Director of Nisshinbo Brake Inc.
[Reason for election of candidate for Director]
After his assumption of office as a Managing Officer of the Company in 2015, Mr. Yasuji Ishii hasserved as President and Representative Director of Nisshinbo Brake Inc., which is a consolidated
subsidiary of the Company, since 2017. The Company has judged that he would be fully able toperform his duties as Director in light of his substantial management experience and performance,and high expertise of Nisshinbo Brake Inc. Accordingly, he has been proposed as a candidate.

11

No.

Name
(Date of Birth)

Brief personal profile, title, responsibilities and significant
concurrent positions at companies other than the Company
April 1963

8

Number ofCompany’s
shares held

Public Prosecutor of Tokyo District Court
Public Prosecutors Office
January 1981
Director of Juvenile Division of Criminal
Affairs Bureau of Ministry of Justice
August 1985
Special Trial Director of Tokyo High Public
Prosecutors Office
August 1987
Special Investigation Director of Tokyo
District Court Public Prosecutors Office
September 1989 Public Prosecutor of Supreme Public
Prosecutors Office
December 1991 Chief Prosecutor of Mito District Court Public
Prosecutors Office[Candidate forJuly 1993
Director-General of the Correction Bureau of
Independent Outside
Ministry of Justice0
Director]
July 1995
Director of the Criminal Affairs Bureau ofSupreme
PublicProsecutors
OfficeNoboru Matsuda
June 1996
Governor of Deposit Insurance Corporation of(December 13, 1933)
Japan
June 2004
Advisor of Deposit Insurance Corporation ofJapan
September 2004 Registered as an attorney-at-law (to thepresent)
June 2012
Outside Director of the Company (to thepresent)(Significant concurrent positions at companies other than the
Company)
Outside Director of Hakuhodo DY Holdings Inc.
Outside Director of Mitsubishi UFJ NICOS Co., Ltd.
Outside Director of Yomiuri Giants[Reason for election of candidate for Outside Director]
Mr. Noboru Matsuda has work experience as a prosecuting attorney and attorney-at-law, andprofessional knowledge about laws, etc. The Company has appointed him as a candidate for Outside
Director in the hope that he would be able to utilize his significant expert knowledge, substantial
experience and expertise in the supervision of the management of the Group.
[Attendance at the Board of Directors' meetings]
All 12 meetings

12

No.

Name
(Date of Birth)

Brief personal profile, title, responsibilities and significant
concurrent positions at companies other than the Company

Number ofCompany’s
shares held

April 1989

9

Professor of Faculty of Commerce andManagement of Hitotsubashi University
August 2000
Dean of Graduate School of Commerce andManagement and Faculty of Commerce andManagement of Hitotsubashi University
April 2003
Executive Vice President of Hitotsubashi
University[Candidate for
May 2004
President of Japan Society of Monetary
Economics
Independent Outside
September 2004 Vice President of The Mont Pelerin Society
Director]
0
April 2011
Professor Emeritus of Hitotsubashi
Yoshinori Shimizu
University (to the present) and Specially
Appointed Professor of Graduate School of(February 9, 1948)
Commerce and Management of Hitotsubashi
University
June 2012
Outside Director of the Company (to thepresent)(Significant concurrent positions at companies other than the
Company)
Outside Director of Tokyo Century Corporation[Reason for election of candidate for Outside Director]
Mr. Yoshinori Shimizu, as a university professor, has professional knowledge mainly about
monetary and finance. The Company has appointed him as a candidate for Outside Director in thehope that he would be able to utilize his significant expert knowledge, substantial experience andexpertise in the supervision of the management of the Group.
[Attendance at the Board of Directors' meetings]
All 12 meetings
April 1987
Joined Ryoka Systems Inc.
[Candidate for
Independent Outside June 2003
Director]
Shinobu Fujino

June 2015

Opened a counseling business office (to thepresent)
Outside Director of the Company (to thepresent)

0(July 13, 1957)
10[Reason for election of candidate for Outside Director]
Ms. Shinobu Fujino, as a career counselor, has professional knowledge and experience mainly abouthuman resources development. The Company has appointed her as a candidate for Outside Director
in the hope that she would be able to utilize her substantial knowledge and experience, as well as
her female viewpoint and sensitivity in the supervision of the management of the Group and thepromotion of diversity management.
[Attendance at the Board of Directors' meetings]
10 out of 12 meetings

13

No.

Name
(Date of Birth)

Brief personal profile, title, responsibilities and significant
concurrent positions at companies other than the Company

Number ofCompany’s
shares held

April 1973

11

Joined Japan Development Bank (currently
Development Bank of Japan Inc.)
October 1999
General Manager of Urban Development
Department of Development Bank of Japan
Inc.
June 2002
General Manager of General Affairs
Department of Development Bank of Japan
Inc.
June 2004
Executive Director of Development Bank ofJapan Inc.
[New]
October 2008
Director and Executive Managing Officer of[Candidate forDevelopment Bank of Japan Inc.
Vice President and Representative Director of
Independent Outside June 20090Tokyo Ryutsu Center Inc.
Director]
President and Representative Director of
TRC Service Co., Ltd.
Keiji Taga
June
2013
President and Representative Director of(July 25, 1950)
Tokyo Ryutsu Center Inc.
Director of TRC Service Co., Ltd.
June 2017
Chairman and Director of DBJ AssetManagement Co., Ltd.
June 2018
Adviser of DBJ Asset Management Co., Ltd.
(to the present)(Significant concurrent positions at companies other than the
Company)
Outside Director of Seiko PMC Corporation[Reason for election of candidate for Outside Director]
Mr. Keiji Taga served to manage companies for a long time as a director of government-affiliatedfinancial institution and a president of business corporation. The Company has appointed him as a
candidate for Outside Director in the hope that he would be able to utilize his substantial
management experience and performance, and high expertise in the supervision of the managementof the Group.

(Notes)1.
There is no special interest between each of the candidates and the Company.
2.
Mr. Noboru Matsuda, Mr. Yoshinori Shimizu, Ms. Shinobu Fujino and Mr. Keiji
Taga are candidates for Outside Directors.
3.
Mr. Noboru Matsuda, Mr. Yoshinori Shimizu and Ms. Shinobu Fujino have been
designated as Independent Officers provided for by the stock exchanges on which
the Company’s shares are listed and have been filed with the relevant stock
exchanges. In the event that each candidate assumes approval as reelected, theCompany is continuously scheduled to report Independent Officers. Furthermore,in the event that Mr. Keiji Taga is elected as Outside Director, he will be
designated as Independent Officer and be filed with the aforesaid stock
exchanges.
4.
The term of office of candidates for Outside Directors and other related
information are as follows:(1)
The term of office of Mr. Noboru Matsuda as Outside Director of the Company
will have been six years and nine months at the conclusion of this General
Meeting.
(3)
The term of office of Mr. Yoshinori Shimizu as Outside Director of the
14

5.

6.

Company will have been six years and nine months at the conclusion of this
General Meeting.
(4)
The term of office of Ms. Shinobu Fujino as Outside Director of the Company
will have been three year and nine months at the conclusion of this General
Meeting. Furthermore, her name on the Family Registration is Ms. Shinobu
Kato but her name on business is Ms. Shinobu Fujino.
Japan Radio Co., Ltd., where Mr. Noboru Matsuda served as Outside Director
until June 2015, was subject to an on-site investigation by Japan Fair Trade
Commission on November 18, 2014 regarding transactions involving the deliveryof fire-fighting and emergency radio communication equipment. Subsequently,
on February 2, 2017, the Commission issued a cease-and-desist order and an
administrative surcharge payment order to the company for a suspected violationof the Antimonopoly Act of Japan. Although Mr. Matsuda had routinely given
guidance and advice from the perspective of compliance at the company's boardof directors meetings, he served his responsibility as Outside Director to require
investigation of facts and strengthen its systems and structure to prevent
recurrence after an on-site investigation by the Commission.
The Company has entered into a liability limiting agreement with Mr. Noboru
Matsuda, Mr. Yoshinori Shimizu and Ms. Shinobu Fujino under which theliability for damages set forth in Article 423, Paragraph 1 of the Companies Act
shall be limited to the prescribed 5 million yen, or the amount provided for inlaws and regulations, whichever is higher, on the assumption that he/shedischarges his/her duties in good faith and without gross negligence. In the eventthat each of them is reelected, the agreement will be continued. Furthermore, inthe event that Mr. Keiji Taga is elected, the Company is scheduled to enter into aliability limiting agreement equivalent thereto with him.

15

Second Item of Business: Election of Four (4) Audit & Supervisory Board Members
The term of office of all of the four (4) Audit & Supervisory Board Members will expire
at the conclusion of this General Meeting. Accordingly, four (4) Audit & Supervisory
Board Members including two (2) Outside Audit & Supervisory Board Members areproposed to be elected.
The Audit & Supervisory Board has consented to this Item of Business.
The candidates are as follows:
No.

Name
(Date of Birth)

Number of
Brief personal profile, title and significant concurrent positions
Company’s
at companies other than the Company
shares held
April 1979
April 2007
April 2009

June 2010[New]
Toshihiro Kijima(July 4, 1956)
June 20121

June 2013

June 2016

Joined the Company
Managing Officer and Deputy General
Manager of Paper Products Division of theCompany
Director, Managing Officer, General Manager
of Strategic Planning Department andGeneral Manager of Specialty Paper Divisionof Nisshinbo Paper Products Inc.
Managing Officer and Deputy General
Manager of Business Development Division of
the Company
Director and Senior Executive Managing
Officer of Nisshinbo Chemical Inc.
Vice President and Director of Nisshinbo
Chemical Inc.
Director of the Company
General Manager of Business Development
Division of the Company (to the present)
President and Representative Director of
Nisshinbo Chemical Inc.
Executive Managing Officer of the Company(to the present)

11,730[Reason for election of candidate for Audit & Supervisory Board Member]
Since 2013, Mr. Toshihiro Kijima has served as Responsible for Supervising of Business
Development Division. Since 2016, he also has served as Executive Managing Officer of theCompany. The Company has judged that he would be fully able to perform his duties as Audit &Supervisory Board Member in light of his management experience as Director of the Company andPresident and Representative Directors of consolidated subsidiary of the Company. Accordingly, he
has been proposed as a candidate.

16

No.

Name
(Date of Birth)

Number of
Brief personal profile, title and significant concurrent positions
Company’s
at companies other than the Company
shares held
April 1978
January 2007

Takumi Ohmoto(May 30, 1955)
2

3

June 2010
June 2015

Joined the Company
Manager of Finance Department andAccounting Department of Accounting and
Finance Division of the Company
Senior Manager of Finance, Accounting &IT Service Department of Business Support
Center of the Company
Standing Audit & Supervisory Board
Member (to the present)

15,900[Reason for election of candidate for Audit & Supervisory Board Member]
After his assumption of office as Manager of Finance Division of the Company, Mr. Takumi Ohmoto
served as Audit & Supervisory Board Member of the Company since 2015. The Company has judgedthat he would be fully able to perform his duties as Audit & Supervisory Board Member in light of
his professional knowledge and work experience for finance and accounting, and substantial
perception for each business of the Group. Accordingly, he has been proposed as a candidate.
April 1988
Registered as an attorney-at-law (to the[New]
present)[Candidate for
Joined Tanaka & Takahashi Law Office
Joined Clifford Chance Law Office
Independent Outside May 2001
May 2011
Joined K&L Gates LLP
0
Audit & Supervisory
October 2014
Joined Sonderhoff & Einsel Law and Patent
Board Member]
Office (to the present)
Atsushi Yamashita(March 5, 1958)[Reason for election of candidate for Outside Audit & Supervisory Board Member]
Mr. Atsushi Yamashita has work experience as an attorney-at-law and professional knowledge
about international legal affairs. The Company has appointed him as a candidate for Outside Audit& Supervisory Board Member in the hope that he would be able to utilize his significant expert
knowledge, substantial experience and expertise in the supervision of the management of theGroup.

17

No.

Name
(Date of Birth)

Number of
Brief personal profile, title and significant concurrent positions
Company’s
at companies other than the Company
shares held
April 1980
March 2002
June 2013[New][Candidate forJune 2014

Independent Outside
Audit & Supervisory June 2016
4

Board Member]
Mitsunori Watanabe
March 2017
(July 11, 1957)
February 2018

Joined Shikoku Chemicals Corporation
General Manager of Corporate Planning
Department of Shikoku Chemicals
Corporation
Managing Officer of Shikoku Chemicals
Corporation
Director, Managing Officer and Supervising
Corporate Planning and Secretary of
Shikoku Chemicals Corporation (served
concurrently)
Director, Managing Officer and Supervising
Corporate Planning of Shikoku Chemicals
Corporation
Director, Managing Officer and Assistant ofPlanning and Management of Shikoku
Chemicals Corporation (to the present)
Director, Managing Officer and Regional
Director of Osaka Branch Office of Shikoku
Chemicals Corporation (served concurrently,
to the present)

0[Reason for election of candidate for Outside Audit & Supervisory Board Member]
After his assumption of office as a person responsible for Planning and Management of Shikoku
Chemicals Corporation for a long time, Mr. Mitsunori Watanabe also serves as Director to manage
Shikoku Chemicals Corporation since 2014. The Company has appointed him as a candidate for
Outside Audit & Supervisory Board Member in the hope that he would be able to utilize his
substantial experience and expertise in the audit of the management of the Group.

(Notes)1.
There is no special interest between each of the candidates and the Company.
2.
Both Mr. Atsushi Yamashita and Mr. Mitsunori Watanabe are candidates for
Outside Audit & Supervisory Board Members.
3.
In the event that Mr. Atsushi Yamashita and Mr. Mitsunori Watanabe are elected
as Outside Audit & Supervisory Board Member, they will be designated as
Independent Officer provided for by the stock exchanges on which theCompany’s shares are listed and be filed with the relevant stock exchanges.
4.
Kuroda Electric Co., Ltd., where Mr. Atsushi Yamashita assumed office as an
Outside Director until March 2018, received a representation by one of its
shareholders with regard to the proposal of electing directors submitted by theshareholder and rejected at the extraordinary meeting of shareholders held on
August 21, 2015. Prior to the extraordinary meeting of shareholders, thestatement was published under the name of “Jiseikai Group and All Employees”
to express opposition against the proposal. Kuroda was claimed by theshareholder that the statement had been prepared wrongfully by some of
Kuroda’s executive managers. In order to address this issue, Mr. Yamashita took
the lead in the establishment of an outside investigation committee and personnel
selection to track down the facts. In addition, he was actively involved with theimposition of disciplinary punishment of persons concerned, the implementationof recurrence prevention measures and other necessary actions.
18

5.

The Company has entered into a liability limiting agreement with Mr. Takumi
Ohmoto under which the liability for damages set forth in Article 423, Paragraph
1 of the Companies Act shall be limited to the prescribed 5 million yen, or theamount provided for in laws and regulations, whichever is higher, on theassumption that he discharges his duties in good faith and without grossnegligence. In the event that each of them is reelected, the agreement will be
continued. Furthermore, In the event that Mr. Toshihiro Kijima, Mr. Atsushi
Yamashita and Mr. Mitsunori Watanabe are elected, the Company is scheduled toenter into a liability limiting agreement equivalent thereto with them.

19Third Item of Business: Election of One (1) Substitute Audit & Supervisory Board
MemberIn preparation for a case in which the number in the office of Audit & Supervisory Board
Members becomes less than the minimum number provided for in laws and regulations, wewould like to ask shareholders to elect one (1) Substitute Audit & Supervisory Board
Member in advance.
The Board of Audit & Supervisory Board Members has consented to this Item ofBusiness.
The candidate for Substitute Audit & Supervisory Board Member is as follows:
Number of
Brief personal profile, title and significant concurrent positions
Company’s
at companies other than the Company(Date of Birth)shares held
April 1991
Assistant Judge[Candidate forApril 2000
Public Prosecutor
Independent Outside
March 2003
Justice of Court
Substitute Audit & April 2004
Researcher in the Supreme Court
June
2009
Registeredas an attorney-at-law (to the0Supervisory Board
present)
Member]Name

Fumihiro Nagaya(November 27, 1965)[Reason for election of candidate for Substitute Outside Audit & Supervisory Board Member]
Mr. Fumihiro Nagaya has work experience as a justice and attorney-at-law and professional
knowledge about legal affairs. The Company has appointed him as a candidate for SubstituteOutside Audit & Supervisory Board Member in the hope that he would be able to utilize hissignificant expert knowledge, substantial experience and expertise in the supervision of the
management of the Group.

(Notes)1.
There is no special interest between the candidate and the Company.
2.
Mr. Fumihiro Nagaya is a candidate for Substitute Outside Audit & Supervisory
Board Member.
3.
In the event that Mr. Fumihiro Nagaya assumes the office of Outside Audit &Supervisory Board Member, the Company is scheduled to report Independent
Officers provided for by the stock exchanges on which the Company’s shares arelisted and will be filed with the relevant stock exchanges.
4.
In the event that Mr. Fumihiro Nagaya assumes the office of Outside Audit &Supervisory Board Member, the Company is scheduled to enter into a liability
limiting agreement with him, under which the liability for damages set forth in
Article 423, Paragraph 1 of the Companies Act shall be limited to the prescribed
5 million yen, or the amount provided for in laws and regulations, whichever ishigher, on the assumption that he discharges his duties in good faith and withoutgross negligence.
- End -

20