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 shallprevail. The Company assumes no responsibility for this translation or for direct, indirect or any other formsof damages arising from the translation.
Stock Exchange Code: 4997
December 1, 2017
To Shareholders with Voting Rights:
Yosuke Tomoi
Representative Director, President
NIHON NOHYAKU CO., LTD.
19-8, Kyobashi 1-Chome, Chuo-ku,
Tokyo, JapanNOTICE OF
THE 118TH ORDINARY GENERAL MEETING OF SHAREHOLDERS
Dear Shareholders:
We would like to express our appreciation for your continued support and patronage.
You are cordially invited to attend the 118th Ordinary General Meeting of Shareholders of NIHONNOHYAKU CO., LTD. (hereinafter referred to as the “Company”). The meeting will be held for the purposes
as described below.
If you are unable to attend the meeting, you can exercise your voting rights in writing or via theInternet. Please review the attached Reference Documents for the General Meeting of Shareholders and,following the instruction hereinafter described, exercise your voting rights by 5:25 p.m. on Monday,
December 18, 2017, Japan time.
1. Date and Time:

Tuesday, December 19, 2017 at 10:00 a.m. Japan time

2. Place:

Large Hall of Tokyo Convention Hall on the 5th floor of Tokyo Square Garden
located at 1-1, Kyobashi 3-Chome, Chuo-ku, Tokyo, Japan

3. Meeting Agenda:
Matters to be reported: 1. The Business Report, Consolidated Financial Statements for the Company’s
118th Fiscal Year (October 1, 2016 - September 30, 2017) and results ofaudits by the Accounting Auditor and the Audit & Supervisory Board of theConsolidated Financial Statements
2. Non-consolidated Financial Statements for the Company’s 118th Fiscal Year
(October 1, 2016 - September 30, 2017)
Proposals to be resolved:
Appropriation of Surplus
Proposal 1:
Partial Amendment to the Articles of Incorporation
Proposal 2:
Election of 10 Directors
Proposal 3:
Election of 1 Substitute Audit & Supervisory Board Member
Proposal 4:-1-

4. Instruction for Exercising Voting Rights:(1) When exercising voting rights in writing
Please indicate your vote for or against the proposal on the enclosed Voting Rights Exercise Form andreturn it so that it is received by 5:25 p.m. on Monday, December 18, 2017, Japan time.
(2) When exercising voting rights via the Internet, etc.
When exercising voting rights via the Internet, etc., please refer to the “Instruction for Exercising
Voting Rights via the Internet, etc.” on page 3 of the attached documents and exercise your voting
rights by 5:25 p.m. on Monday, December 18, 2017, Japan time.
(3) When voting rights are exercised in duplicate by both in writing and via the Internet, etc., the vote via
the Internet, etc. shall be deemed valid. When voting rights are exercised multiple times via theInternet, etc., the last vote shall be deemed valid.
〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰
◎ When attending the meeting, please submit the enclosed Voting Rights Exercise Form at the reception
desk.
◎ If you are exercising your voting rights by proxy, you can delegate the exercise of your voting rights toanother shareholder, who also owns voting rights. In such a case, please have your proxy submit awritten power of attorney.
◎ Based on the stipulations in relevant laws and regulations and Article 15 of the Company’s Articles ofIncorporation, the following items are posted on the Company’s website (http://www.nichino.co.jp/)(Japanese only) and are therefore not included in the Appendix to this convocation notice.
(1) “III. The system and policies of the Company” and “IV. Other significant matters concerning thecurrent status of the corporate group” in the Business Report(2) “Consolidated statement of changes in equity” and “Notes to the Consolidated Financial
Statements” in the Consolidated Financial Statements(3) “Statement of changes in equity” and “Notes to the Non-consolidated Financial Statements” in the
Non-consolidated Financial Statements◎ Should the Appendix to this convocation notice and the Reference Documents for the General Meetingof Shareholders require revisions, the revised versions will be posted on the Company’s website(http://www.nichino.co.jp/) (Japanese only).

-2-Instruction for Exercising Voting Rights via the Internet, etc.
When exercising voting rights via the Internet, etc., please review the following matters in advance.
1. Website for exercising voting rights
You may exercise your voting rights via the Internet only through the website for exercising voting rights
specified by the Company.
URL of the website for exercising voting rights: http://www.web54.net (Available in Japanese only)
2. Handing of the exercise of voting rights(1) When exercising voting rights via the Internet, please use the “voting rights exercise code” and“password” specified on the enclosed Voting Rights Exercise Form, and enter for or against the proposal
by following the instruction on the screen.
(2) The limit for the exercise of voting rights is until 5:25 p.m. on Monday, December 18, 2017, Japan time,
however, we recommend that you exercise your voting rights at your earliest convenience.
(3) When voting rights are exercised in duplicate both in writing and via the Internet, etc., the vote via theInternet, etc. shall be deemed valid. When voting rights are exercised multiple times via the Internet, etc.,
the last vote shall be deemed valid.
3. Handling of the password and voting rights exercise code
(1) The password is very important information to authenticate shareholders, so please protect your password
as you would your official seal or bank passcode.
(2) If you enter a wrong password more than a certain number of times, the password will be locked. Please
follow the instructions on the screen to have your password reissued.
(3) The voting rights exercise code indicated on the Voting Rights Exercise Form is valid for this General
Meeting of Shareholders only.
4.
(1)
(2)

(3)
(4)

System requirements
When exercising voting rights via the Internet, you will need the following system environment:
A screen resolution of at least 800 dpi (horizontal) × 600 dpi (vertical) (SVGA) or better.
The following applications are installed:(a) Microsoft® Internet Explorer Ver.5.01 SP2 or later for Internet browser(b) Adobe® Acrobat® Reader® Ver.4.0 or later or Adobe® Reader® Ver.6.0 or later for PDF filebrowser* Internet Explorer® is a registered trademark, trademark and product name of U.S. Microsoft
Corporation, while Adobe® Acrobat® Reader® and Adobe® Reader® are registeredtrademarks, trademarks and product names of U.S. Adobe Systems Incorporated in the U.S.
and other countries.
* These software are distributed for free at their respective websites.
Please disable (or temporarily disable) any popup block function or any add-in tools enabled in your web
browser. Also, in your privacy settings, please permit the use of “Cookies” from this website.
If you are unable to connect to the above-mentioned website, it is possible that communications via theInternet have been restricted by settings, such as firewall, proxy server, or security countermeasures
software. Please check the details of the relevant settings.

5. For inquiries as to the use of personal computers, etc.
(1) If you have any questions on the use of personal computers, etc., in exercising the voting rights at thiswebsite, please contact the following:
Stock Transfer Agency Website Support Help Desk, Sumitomo Mitsui Trust Bank, Limited.
[Phone] 0120-652-031 (Operating Hours: 9:00 a.m. to 9:00 p.m.) (Available in Japanese only)(2) For other inquiries, please contact the following:(a) Shareholders who have accounts at securities companies
For shareholders who have accounts at securities companies, please contact your securities
company.
(b) Shareholders who do not have accounts at securities companies (special account holder)
Stock Transfer Agency Center, Sumitomo Mitsui Trust Bank, Limited[Phone] 0120-782-031 (Operating Hours: 9:00 a.m. to 5:00 p.m., excluding Saturdays, Sundays andholidays) (Available in Japanese only)
6.

The electronic voting rights exercise platform (for institutional investors)
Institutional investors may use the “electronic voting rights exercise platform” operated by ICJ, Inc.
to exercise voting rights by electromagnetic means for this General Meeting of Shareholders.
-3-Reference Documents for the General Meeting of Shareholders
Proposals and References
Proposal 1:
Appropriation of Surplus
The Company’s basic policy is to distribute stable and continuous dividend of profits to shareholders
through enhancing the corporate value by expanding the business revenue and strengthening financial
standing from the long-term perspective.
Taking into account the above policy and performance during the current fiscal year, the appropriation of
surplus for the 118th fiscal year is proposed as follows.
Matters concerning the year-end dividend:(1) Matters concerning the allotment of dividend property to shareholders and total amount thereof:
7.50 yen per share of the Company’s common stock, in a total amount of 501,277,335 yen
The annual dividend per share will be 15 yen per share, including the interim dividend paid of 7.50
yen per share.
(2) The effective date of the dividend of surplus
Wednesday, December 20, 2017

Proposal 2:

Partial Amendment to the Articles of Incorporation

1. Reasons for the amendment
This amendment is to make a necessary change to Article 28, Paragraph 3 of the Company’s current
Articles of Incorporation, due to a change in the paragraph number of the concerned provision of theCompanies Act, following the enforcement on May 1, 2015 of the Act for Partial Revision of theCompanies Act (Act No. 90 of 2014).
2. Content of the amendment
Content of the amendment is as follows:(Amended parts are underlined.)
Current
Proposed amendment
Article 1. to 27. (Unchanged)
Article 1. to 27. (Omitted)(Term of Office)
Article 28. (Omitted)
2. (Omitted)
3. The effective period of the resolution
for the election of Substitute Audit &Supervisory Board Members of theCompany, pursuant to Article 329,
Paragraph 2 of the Companies Act,
shall expire at the beginning of theOrdinary General Meeting of
Shareholders concerning the final
fiscal year ending within four years
after the election.
4. (Omitted)(Term of Office)
Article 28. (Unchanged)
2. (Unchanged)
3. The effective period of the resolution
for the election of Substitute Audit &Supervisory Board Members of theCompany, pursuant to Article 329,
Paragraph 3 of the Companies Act,
shall expire at the beginning of theOrdinary General Meeting of
Shareholders concerning the final
fiscal year ending within four years
after the election.
4. (Unchanged)

Article 29. to 38. (Omitted)

Article 29. to 38. (Unchanged)-4-

Proposal 3:

Election of 10 Directors

The terms of office of all 11 Directors will expire at the conclusion of this Ordinary General Meeting of
Shareholders. Accordingly, the election of 10 Directors is proposed.
The candidates for Director are as follows:
No.

Name
(Date of birth)

Past experience, positions, responsibilities
and significant concurrent positions
April 1975

1

Number of sharesof the Company
held

Joined Mitsubishi Kasei Corporation (current Mitsubishi
Chemical Corporation)
October 2002
Joined the Company
General Manager of Active Ingredient DivisionDecember 2003 Director and Deputy Division Manager of Development
Division, Division Manager of Active Ingredient Division andGeneral Manager of Active Ingredient Dept., Active Ingredient
Yohichi Kohyama
Division of the Company(April 28, 1950)
December 2004 Director and General Manager of Corporate Office Division,
Deputy Division Manager of Research & Development
Reelection
Division,
General Manager of R&D Strategy Dept., Research &Attendance rate at
28,776Development Division, and Division Manager of Active
Board of Directors
Ingredient Division
meetings
December 2005 Director, General Manager of Corporate Office Division, and100%
Deputy Division Manager of Sales Division(17 out of 17
December 2006 Director and Managing Executive Officer, General Manager of
meetings)
Corporate Office Division, and responsible for Human
Resources Dept.
December 2007 Director and Managing Executive Officer, in charge ofCorporate Office Division, Division Manager of Administration
Division, and responsible for Secretarial Dept.
December 2008 Representative Director, President
December 2015 Representative Director, Chairman (current position)[Reason for election as a candidate for Director]
Mr. Yohichi Kohyama was appointed as Director of the Company in 2003. After having served as Representative Director,
President of the Company, he assumed the office of Representative Director, Chairman of the Company in 2015. He has
formulated the Nichino Group vision and implemented measures to realize that vision as a business administrator. He has
also served as Chairman of Japan Crop Protection Association and other positions to contribute to developing the industry.
The Company expects him to continuously contribute to the group management of the Company by drawing on theseexperiences and achievements.
[Special notes regarding the candidate for Director]
There are no special interests between Mr. Yohichi Kohyama and the Company.

-5-

No.

Name
(Date of birth)

Past experience, positions, responsibilities
and significant concurrent positions
April 1980
December 2006

2

Number ofshares of theCompany held

Joined the Company
Executive Officer and General Manager of Corporate Planning
Dept., Corporate Office DivisionDecember 2007 Director and Executive Officer, General Manager of Corporate
Office Division, General Manager of Corporate Planning Dept.,
Corporate Office Division, and General Manager of Legal &Yosuke Tomoi
Auditorial Dept., Corporate Office Division of the Company(January 12, 1956) December 2008 Director and Executive Officer, General Manager of Corporate
Office Division, responsible for Secretarial Dept., and General
Manager of Secretarial Dept.
Reelection
December 2009 Director and Executive Officer, and Deputy Division Manager ofSales Division
Attendance rate at
23,512
Director and Executive Officer, Deputy Division Manager ofBoard of Directors August 2010
Sales Division, and General Manager of Sales Dept. 2, Sales
meetings
Division
100%
December 2011 Director and Managing Executive Officer, General Manager of(17 out of 17
Corporate Office Division, responsible for Secretarial Dept., andmeetings)
General Manager of Secretarial Dept.
December 2014 Director and Senior Managing Executive Officer, General
Manager of Corporate Office Division, responsible for
Secretarial Dept., in charge of Administration Division, andGeneral Manager of Secretarial Dept.
December 2015 Representative Director, President (current position)[Reason for election as a candidate for Director]
Mr. Yosuke Tomoi assumed the office of Representative Director, President of the Company in 2015 after having served as
Director of the Company from 2007. He has designed the Nichino Group vision and implemented growth strategies torealize that vision. The Company expects him to continuously steer the ongoing group management of the Company as abusiness administrator by drawing on these experiences and achievements.
[Special notes regarding the candidate for Director]
There are no special interests between Mr. Yosuke Tomoi and the Company.

-6-

No.

Name
(Date of birth)

Past experience, positions, responsibilities
and significant concurrent positions
April 1978
August 2003

3

Number ofshares of theCompany held

Joined the Company
General Manager of Production Administration Dept.,
Production DivisionDecember 2006 Executive Officer and General Manager of Production
Administration Dept., Production DivisionDecember 2008 Director and Executive Officer, Division Manager of Production
Division, and General Manager of Production Administration
Dept., Production Division of the Company
Sumitaka Kose
Director and Executive Officer, and Division Manager of(February 19, 1954) August 2011
Production DivisionDecember 2012 Director and Managing Executive Officer, and Division Manager
Reelectionof Production DivisionDecember 2014 Director and Managing Executive Officer, Assistant to President,
Attendance rate at
11,792and Division Manager of Production Division
Board of Directors
December 2015 Director and Senior Managing Executive Officer, Assistant tomeetings
President, Division Manager of Chemical Products Division, and100%
in charge of Production Division(17 out of 17
August 2016
Director and Senior Managing Executive Officer, Assistant tomeetings)
President, Division Manager of Chemical Products Division, incharge of Production Division, and responsible for Osaka Plant
and General Manager of Osaka Plant
December 2016 Director and Senior Managing Executive Officer, Assistant to
President, Division Manager of Administration Division,
responsible for Osaka Plant and General Manager of Osaka
Plant, and responsible for special missions (current position)[Reason for election as a candidate for Director]
Mr. Sumitaka Kose has broad experience and knowledge gained by serving in the production and chemical products
segments. He assumed the office of Director of the Company in 2008, and is currently working on the reinforcement of theadministration segment as Division Manager of the Administration Division, while engaging in the total optimization of thegroup management as Assistant to President. The Company expects him to continuously contribute to revitalizing the Boardof Directors by drawing on these experiences and achievements.
[Special notes regarding the candidate for Director]
There are no special interests between Mr. Sumitaka Kose and the Company.

-7-

No.

Name
(Date of birth)
Hirohisa Yano
(July 16, 1958)

Past experience, positions, responsibilities
and significant concurrent positions
April 1982
August 2007
December 2008
December 2011

Reelection

4

5

Attendance rate at
Board of Directors
meetings
100%(17 out of 17
meetings)

August 2013
December 2015
August 2017

Joined the Company
General Manager of Secretarial Dept.
General Manager of Marketing Dept., Sales Division
Executive Officer, Deputy Division Manager of Sales Division,
General Manager of Marketing Dept., Sales Division, andGeneral Manager of Sales Dept. 2, Sales Division
Executive Officer, Deputy Division Manager of Sales Division,and General Manager of Marketing Dept., Sales Division
Director and Senior Executive Officer, and Division Manager ofSales Division
Director and Senior Executive Officer, and Division Manager ofDomestic Sales Division (current position)

Number ofshares of theCompany held

6,441

[Reason for election as a candidate for Director]
Mr. Hirohisa Yano has assumed the office of Director of the Company in 2015 and has worked to strengthen and stabilize
the domestic businesses by drawing on the management experience in the sales segment and others. The Company expects
him to continuously contribute to revitalizing the Board of Directors by drawing on these experiences and achievements.
[Special notes regarding the candidate for Director]
There are no special interests between Mr. Hirohisa Yano and the Company.
April 1984
Joined Mitsubishi Kasei Corporation (current Mitsubishi
Chemical Corporation)
October 2002
Joined the Company
December 2009 Research Center General Manager of Research & Development
Strategy Dept., Research & Development Division
Hirofumi Tomita
December 2012 Executive Officer and General Manager of Development Dept.,(October 15, 1955)
Research & Development DivisionDecember 2014 Executive Officer, Deputy Division Manager of Research &Reelection
Development Division, General Manager of Development Dept.,
Research & Development Division, and Product Development
Attendance rate at
1,184Manager of Research Center, Research & Development Division
Board of Directors
August 2015
Executive Officer, Deputy Division Manager of Research &meetings
Development Division and General Manager of Development
100%
Dept., Research & Development Division(14 out of 14
December 2015 Senior Executive Officer, Deputy Division Manager of Researchmeetings)& Development Division, and General Manager of Development
Dept., Research & Development DivisionDecember 2016 Director and Senior Executive Officer, Division Manager ofResearch Division, and responsible for Environment Safety
Dept. (current position)[Reason for election as a candidate for Director]
Mr. Hirofumi Tomita assumed the office of Director of the Company in 2016 and has worked to enhance drug discovering
capability and accelerate its development as head of the research and development segment. The Company expects him tocontinuously contribute to revitalizing the Board of Directors by drawing on these experiences and achievements.
[Special notes regarding the candidate for Director]
There are no special interests between Mr. Hirofumi Tomita and the Company.

-8-

No.

Name
(Date of birth)

Past experience, positions, responsibilities
and significant concurrent positions
April 1984

Joined Mitsubishi Kasei Corporation (current Mitsubishi
Chemical Corporation)
October 2002
Joined the Company
December 2008 General Manager of Corporate Planning Dept., Corporate Office
Division
Reelection
December 2013 Executive Officer and General Manager of Corporate Planning
Dept., Corporate Office Division
Attendance rate at
8,246
Board of Directors December 2015 Senior Executive Officer, Division Manager of Corporate
Planning Division, General Manager of Corporate Planningmeetings
Dept., Corporate Planning Division, and responsible for100%
Secretarial Dept.
(14 out of 14
December 2016 Director and Senior Executive Officer, and Division Manager of
meetings)
Market Development Division (current position)[Reason for election as a candidate for Director]
Mr. Yoshiaki Higashino has worked for years to plan and promote management strategy as head of the corporate planningsegment. He assumed the office of Director of the Company in 2016, and is currently engaged in promotion of theCompany’s growth strategies, while pursuing the development and cultivation of new markets as Division Manager of theMarket Development Division. The Company expects him to continuously contribute to revitalizing the Board of Directors
by drawing on these experiences and achievements.
[Special notes regarding the candidate for Director]
There are no special interests between Mr. Yoshiaki Higashino and the Company.
April 1981
Joined Adeka Argus Chemical Co., Ltd. (current Adeka
Corporation)
Hiroshi Yamanoi
June 2007
General Manager of Additives Solution Dept., Polymer(January 22, 1958)
Additives R&D Laboratory, Adeka Corporation
October 2010
General Manager of Additives Solution Dept., Polymer
Reelection
Additives R&D Laboratory, Adeka Corporation
May 2011
General Manager of Overseas Business Promotion Office,Attendance rate at
4,593
Corporate Planning Dept., Adeka Corporation
Board of Directors
June 2014
General Manager of Affiliated Companies Support Office,meetings
Corporate Planning Dept., Adeka Corporation
100%
October 2016
Joined the Company(14 out of 14
Executive Adviser of Chemical Products Division
meetings)
December 2016 Director and Senior Executive Officer, and Division Manager ofChemical Products Division (current position)[Reason for election as a candidate for Director]
Mr. Hiroshi Yamanoi has worked to promote and support overseas businesses in the corporate planning department of
Adeka Corporation, in addition to having engaged in research and development of additives solution at that company. He
assumed the office of Director of the Company in 2016, and is currently engaged in strengthening the chemical products
business as Division Manager of the Chemical Products Division. The Company expects him to continuously contribute torevitalizing the Board of Directors by drawing on these experiences and achievements.
[Special notes regarding the candidate for Director]
There are no special interests between Mr. Hiroshi Yamanoi and the Company.
Yoshiaki Higashino(May 12, 1958)

6

7

Number ofshares of theCompany held

-9-

No.

Name
(Date of birth)

Past experience, positions, responsibilities
and significant concurrent positions

April 1971
June 2008
Akio Kohri(December 21, 1948)
Reelection
Outside8

Attendance rate at
Board of Directors
meetings
100%(17 out of 17
meetings)

Joined Asahi Denka Co., Ltd. (current Adeka Corporation)
Director and Operating Officer, Division Manager of Food
Division, and General Manager of China Food Business
Promotion Dept., Adeka Corporation
June 2010
Director and Managing Operating Officer, General Manager ofCorporate Planning Dept., responsible for New Business
Promotion Office, and Chairman of Facility Investment
Committee, Adeka Corporation
June 2012
President of Adeka Corporation (current position)
December 2013 Director of the Company (current position)(Significant concurrent positions)
President of Adeka Corporation
Outside Audit & Supervisory Board Member of Zeon Corporation

Number ofshares of theCompany held─

[Reason for election as a candidate for Outside Director]
Mr. Akio Kohri serves as President of Adeka Corporation, a major shareholder of the Company. He has engaged in businessadministration in the manufacturing industry for many years and has a wealth of experience and broad insight. The
Company has continuously selected him as a candidate for Outside Director, because the Company believes that he isadequate to serve as Outside Director. He will have served as Outside Director for 4 years at the conclusion of this Ordinary
General Meeting of Shareholders.
[Liability limitation agreement]
The Company has entered into an agreement with Mr. Akio Kohri to limit his liability under Article 423, Paragraph 1 of theCompanies Act. Subject to the approval of his election as Outside Director, the Company intends to continue the agreement
to limit his liability to the amount stipulated by laws and regulations.
[Special notes regarding the candidate for Director]
There are no special interests between Mr. Akio Kohri and the Company.

- 10 -

No.

Name(Date of birth)

Past experience, positions, responsibilities
and significant concurrent positions
April 1984

9

Number ofshares of theCompany held

Full-time lecturer of Department of Commerce, Faculty ofCommerce at Takachiho University of Commerce (current
Takachiho University)
April 1987
Associate professor of Department of Commerce, Faculty of
Yasunori Matsui
Commerce, Takachiho University of Commerce(March 3, 1956)
April 1990
Visiting researcher of the University of Exeter, U.K.
April 1994
Associate professor of Business Department, College ofReelection
Economics, Rikkyo University
April 1995
Professor of Business Department, College of Economics,
OutsideRikkyo University
April
2006
Professorof Global Business Department, College of Business,
Independent─Rikkyo University
PhD (Accounting) (Rikkyo University)
Attendance rate at March 2007
Board of Directors April 2008
President of Graduate School of Business Administration
meetings(MBA), Rikkyo University
100%
April 2012
Dean, College of Business, Rikkyo University(17 out of 17
December 2014 Director of the Company (current position)
meetings)
April 2016
Professor of Department of Business, College of Business,
Rikkyo University (current position)(Significant concurrent positions)
Professor of Department of Business, College of Business, Rikkyo University[Reason for election as a candidate for Outside Director]
Mr. Yasunori Matsui has broad knowledge and insight in business administration gained through many years of experience
as a university professor (in accounting and business administration), and has provided the Company with opinions andadvice on the Company’s overall management from an objective perspective. Although he has no experience in being
involved in corporate management except as an outside officer, the Company has continuously selected him as a candidate
for Outside Director, because, in addition to the reasons mentioned above, the Company believes that he is capable ofadequately executing duties relevant to the position based on his solid track record of fulfilling the responsibilities as
Outside Director of the Company. He will have served as Outside Director for 3 years at the conclusion of this Ordinary
General Meeting of Shareholders.
[Matters concerning independence]
Mr. Yasunori Matsui satisfies the requirements for independent officer stipulated by the Tokyo Stock Exchange andIndependence Standards for Appointment of Independent Officers set forth by the Company. The Company has designatedhim as an independent officer and notified the Exchange to that effect. Subject to the approval of his election as Outside
Director, the Company will notify the Exchange of his ongoing designation as an independent officer.
[Liability limitation agreement]
The Company has entered into an agreement with Mr. Yasunori Matsui to limit his liability under Article 423, Paragraph 1of the Companies Act. Subject to the approval of his election as Outside Director, the Company intends to continue theagreement to limit his liability to the amount stipulated by laws and regulations.
[Special notes regarding the candidate for Director]
There are no special interests between Mr. Yasunori Matsui and the Company.

- 11 -

No.

Name(Date of birth)

Past experience, positions, responsibilities
and significant concurrent positions
April 1991

Iwao Toigawa(August 22, 1953)
Reelection
OutsideIndependent
Attendance rate at
Board of Directors
meetings
100%(17 out of 17
meetings)
10

Registered as attorney-at-law (Tokyo Bar Association) andjoined Watanabe Kijuro Law Office
July 2001
Established Toigawa Law Office
April 2005
Part-time lecturer, Graduate School of Law (Law School) of
Keio University
May 2006
Established Hibiya T&Y Law Office (current position)
December 2011 Audit & Supervisory Board Member of the Company
December 2015 Director of the Company (current position)(Significant concurrent positions)
Attorney-at-law
Outside Auditor of TOHTO SUISAN KABSHIKI KAISHA
Outside Director of KOSÉ Corporation

Number ofshares of theCompany held─

[Reason for election as a candidate for Outside Director]
Mr. Iwao Toigawa has expertise as an attorney-at-law, and a wealth of experience and broad insight in corporate legal
affairs, and has provided the Company with opinions and advice on the Company’s overall management from an objective
perspective. Although he has no experience in being involved in corporate management except as an outside officer, theCompany has continuously selected him as a candidate for Outside Director because, in addition to the reasons mentioned
above, the Company believes that he is capable of adequately executing duties relevant to the position based on his solid
track record of fulfilling the responsibilities as Outside Director of the Company. He will have served as Outside Director
for 2 years at the conclusion of this Ordinary General Meeting of Shareholders.
[Matters concerning independence]
Mr. Iwao Toigawa satisfies the requirements for independent officer stipulated by the Tokyo Stock Exchange andIndependence Standards for Appointment of Independent Officers set forth by the Company. The Company has designatedhim as an independent officer and notified the Exchange to that effect. Subject to the approval of his election as Outside
Director, the Company will notify the Exchange of his ongoing designation as an independent officer.
[Liability limitation agreement]
The Company has entered into an agreement with Mr. Iwao Toigawa to limit his liability under Article 423, Paragraph 1 of
the Companies Act. Subject to the approval of his election as Outside Director, the Company intends to continue theagreement to limit his liability to the amount stipulated by laws and regulations.
[Special notes regarding the candidate for Director]
There are no special interests between Mr. Iwao Toigawa and the Company.

- 12 -

Proposal 4:

Election of 1 Substitute Audit & Supervisory Board Member

The effective period of the resolution for the election of Mr. Yukukazu Hanamizu as Substitute Audit &Supervisory Board Member will expire at the beginning of this Ordinary General Meeting of Shareholders.
Accordingly, the Company proposes the election of one Substitute Audit & Supervisory Board Member, in
preparation for the case in which the number of Audit & Supervisory Board Members fails to meet theminimum number required by laws and regulations.
The effectiveness of the resolution for the election may be nullified by resolution of the Board of
Directors, after obtaining the consent of the Audit & Supervisory Board, insofar as such termination iseffected prior to the assumption of office.
The Audit & Supervisory Board has given its approval to this proposal.
The candidate for Substitute Audit & Supervisory Board Member is as follows:
Name(Date of birth)

Past experience, positions
and significant concurrent positions
April 1988

Number ofshares of theCompany held

Registered as attorney-at-law (Dai-Ichi Tokyo Bar Association)and joined Nishimura & Sanada (current Nishimura & Asahi)
May 1989
Joined Legal Affairs Department, Esso Sekiyu K.K. (current
JXTG Nippon Oil & Energy Corporation)
Yoshiko Oshima
July 1991
Joined Blakemore & Mitsuki(November 10, 1956)
August 1994
Joined Atsumi & Usui (current Atsumi & Sakai)
July 1995
Joined Coudert Brothers LLP (New York)─
OutsideMay 1997
Established Oshima Law Office (current position)
July 2013
Started practice as a certified public tax accountant (current
Independent
position)(Significant concurrent positions)
Attorney-at-law
Certified public tax accountant[Reason for election as a candidate for Substitute Outside Audit & Supervisory Board Member]
Although Ms. Yoshiko Oshima has not been involved in corporate management except as an outside officer, the Company
has selected her as a candidate for Substitute Outside Audit & Supervisory Board Member, because the Company believes
that she will provide pertinent advices and conduct audits appropriately if she assumes the office of Audit & Supervisory
Board Member, based on her expertise as an attorney-at-law and a certified public tax accountant, along with the legal
knowledge and experience developed over the years through her professional career.
[Matters concerning independence]
Ms. Yoshiko Oshima satisfies the requirements for independent officer stipulated by the Tokyo Stock Exchange andIndependence Standards for Appointment of Independent Officers set forth by the Company. The Company will designate
her as an independent officer and notify the Exchange to that effect, in the event of her appointment as Outside Audit &Supervisory Board Member, following the approval of her election as originally proposed.
[Liability limitation agreement]
In the event of Ms. Yoshiko Oshima’s appointment as Outside Audit & Supervisory Board Member, following the approvalof her election as originally proposed, the Company intends to enter into an agreement with her that limits her liability
under Article 423, Paragraph 1 of the Companies Act, to the amount stipulated by laws and regulations.
[Special notes regarding the candidate for Audit & Supervisory Board Member]
There are no special interests between Ms. Yoshiko Oshima and the Company.

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(Reference)
Independence Standards for Appointment of Independent Officers
1. In order to serve as an independent officer of the Company, he/she shall not fall under any of thefollowing categories of persons.
(1) A person who is an executive director, executive officer, manager, or other employee(hereinafter collectively referred to as an “Executive Director, etc.”) of the Company or anyof its subsidiaries, or a person who was an Executive Director, etc., of the Company during
the past 10 years prior to assuming the office of independent officer (if the person has, at any
time during those past 10 years, served as a non-executive director [meaning a director who
does not fall under the criteria of an executive director; hereinafter the same shall apply],
audit & supervisory board member or accounting advisor of the Company or any of its
subsidiaries, during the past 10 years prior to assuming the office of such position).
(2) A major shareholder of the Company (meaning a shareholder holding 10% or more of thevoting rights; hereinafter the same shall apply). If such major shareholder is a corporation, aperson who is an executive director, executive officer, corporate officer, manager or other
employee of such corporation, or the parent company or any of the major subsidiaries ofsuch corporation (hereinafter collectively referred to as an “Executive Person”), or an
Executive Person thereof during the last three years.
(3) A person whose major business partner is the Company or any of its subsidiaries (meaning aperson who received payment equivalent to 2% or more of the Company’s consolidated
annual sales for the most recent fiscal year from the Company or any of its subsidiaries;
hereinafter the same shall apply). If such person is a corporation, a person who is an
Executive Person of such corporation, or has been an Executive Person at any time during
the three fiscal years prior to the most recent fiscal year.
(4) A major business partner of the Company (meaning a person who made payments equivalent
to 2% or more of the Company’s consolidated annual sales for the most recent fiscal year to
the Company; hereinafter the same shall apply). If such person is a corporation, a person
who is an Executive Person of such corporation, or has been an Executive Person at any time
during the three fiscal years prior to the most recent fiscal year.
(5) A person who is a director (limited to those who are responsible for the business execution)of an organization (for example, public interest incorporated foundation, public interest
incorporated association, non-profit corporation, etc.), which received donations or grants
exceeding ¥10 million per year on average over the past three fiscal years, from theCompany or any of its subsidiaries, or a person who is an officer, corporate member or
employee who executes business of such organization.
(6) A person who is an Executive Person of a corporation which has accepted director(s) (either
full-time or part-time) from the Company or any of its subsidiaries, or of the parent company
or any of the subsidiaries of such corporation.
(7) A person who is an Executive Person, or has been an Executive Person in the last three
years, of a financial institution or other major creditor (hereinafter referred to as a “Major
creditor, etc.”) that is essential to the Company’s financing and is relied upon by theCompany to the extent that there is no substitute, or the parent company or any of major
subsidiaries of such major creditor, etc.
(8) A person who is currently an accounting auditor, certified public accountant (or tax
accountant) who serves as accounting advisor, or a member, partner or employee of anauditing firm (or tax accountant office) for the Company or any of its subsidiaries.

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(9)A person who has been an accounting auditor, certified public accountant (or tax accountant)
who served as accounting advisor, or a member, partner or employee of an auditing firm (ortax accountant office) who has actually engaged in the auditing operations (excluding
assisting involvement) for the Company or any of its subsidiaries over the last three years(including those who are currently retired from or have left the relevant organization).
(10) A person who is an attorney-at-law, certified public accountant, tax accountant or any otherconsultant that does not fall under items (8) or (9) above, and has received monetary or any
other financial benefits of ¥10 million or more per year on average over the past three years,
in addition to directors’ remuneration, from the Company or any of its subsidiaries.
(11) A person who is a member, partner, associate or employee of a law firm, audit firm, tax
accountant office, consulting firm or any other professional advisory firm which does not
fall under items (8) or (9) above, and has received payment of ¥10 million or more per year
on average over the past three years, from the Company or any of its subsidiaries.
(12) A person who is a spouse, relative within the second degree of kinship, or a co-habiting
relative of a person specified in any of the items above.
2． In order to serve as an independent officer of the Company, it is required that he/she be free fromrisk of developing a substantive conflict of interest on a constant basis with the Company’s generalshareholders for reasons other than those covered by Paragraph 1 above.
3． Even if he/she falls under any of the categories set forth in Paragraph 1 above, when the Company
believes that the individual is appropriate to be appointed as an independent officer of the Company
based upon his/her personal quality and insight, it may appoint such individual as an independent
officer on the condition that it explains to the public that he/she satisfies the requirements for outside
director or outside audit & supervisory board member set forth by the Companies Act, and provides
reasons why it considers he/she be appropriate for its independent officer.

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