This English translation is made for reference purposes only, and in the event of any discrepancies
between the English version and the Japanese version, the Japanese version prevails.
Securities Code: 5988
June 4, 2019

To Our Shareholders:
51 Iwai-cho, Hodogaya-ku,
Yokohama-shi, Kanagawa

Piolax, Inc.
Yukihiko Shimazu, President

Notice of the 103rd Annual Meeting of Shareholders
The Company would hereby like to request shareholders to attend the Company’s 103rd Annual
Meeting of Shareholders as described below.
If you are unable to attend the meeting on the date, you may also exercise your voting rights
in writing or via the Internet, etc. We kindly request you to read the following Reference
Document for the Annual Meeting of Shareholders and exercise your voting rights no later
than the close of business at 5:30 p.m., Monday, June 24, 2019 following the instructions
below.
Sincerely yours,

1.

Date:

10:00 a.m., June 25 (Tuesday), 2019
(Reception start: 9:00 a.m.)2.

Venue:

Large Meeting Room, 7F West Tower, Yokohama BusinessPark
134 Godo-cho, Hodogaya-ku, Yokohama-shi, Kanagawa

3.

Purposes:
Items to be reported:1.

2.

4.

The Business Report, the Consolidated Financial
Statements and the Results of Consolidated Financial
Statement Audits by the Accounting Auditor and the Auditand Supervisory Committee for the 103rd business period(April 1, 2018 to March 31, 2019)
The Non-Consolidated Financial Statements for the 103rd
business period (April 1, 2018 to March 31, 2019)

Items to be resolved:
Agenda No. 1:
Agenda No. 2:

Appropriation of Retained Earnings

Information on
exercise of voting
rights, etc.

Please see Information on Exercise of Voting Rights, etc. listedon Page 3.

Election of Five (5) Directors (excluding Directors who are
Audit and Supervisory Committee Members)-1-・ When you attend the meeting, we kindly request that you submit the enclosed voting form to
the receptionist at the venue. Please also bring this notice to the meeting with you to help us
preserve resources.
・ Of the matters to be included in this notice, the following matters are not listed in this notice, but
are put on the Company’s website (https://www.piolax.co.jp/en/) in accordance with laws andregulations and the provisions of Article 19 of the Company’s Articles of Incorporation.
・Notes to the Consolidated Financial Statements

・Notes to the Non-Consolidated Financial Statements

・ The Consolidated Financial Statements and Non-Consolidated Financial Statements audited by theAudit and Supervisory Committee and Accounting Auditors in the preparation of the Auditor’sReport and the Accounting Auditor’s Report respectively include the matters stated in the document
attached to this notice. They also include matters to be reported in the Notes to the Consolidated
Financial Statements and Notes to the Non-Consolidated Financial Statements.

・ If there are any revisions to the Reference Document for the Annual Meeting of Shareholders,the Business Report, and/or the Non-Consolidated and the Consolidated Financial Statements,
the revised matters will be listed on the Company’s website (https://www.piolax.co.jp/en/).

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Information on exercise of voting rights, etc.
You may exercise your voting rights by any of the following three methods.

If you attend the Annual Meeting of Shareholders:
Please submit the voting form to the receptionist at the venue. (It is not necessary to affix aseal.)
Date: 10:00 a.m., Tuesday, June 25, 2019

(Reception start: 9:00 a.m.)

Venue: Large Meeting Room, 7F West Tower, Yokohama Business ParkIf you exercise your voting rights by mail:Please indicate “for” or “against” on each agenda item on the voting form enclosed herewith
and post it without attaching a stamp.
Voting deadline: must arrive by 5:30 p.m., Monday, June 24, 2019

If you exercise your voting rights via the Internet, etc.:
PleaseaccesstheJapanese-language
votingrightsexercisewebsite(https://www.web54.net) through personal computer, smartphone, etc., enter your voting
rights exercise code and password listed on the voting form enclosed herewith, and enter “for”
or “against” according to the guidance on the screen.
Voting deadline: by 5:30 p.m., Monday, June 24, 2019(i)

Please note that in order to prevent unauthorized access by parties other thanshareholders ("spoofing") and the alteration of votes submitted, shareholders who use
this function will be asked to change their password on the voting site.

(ii)

We will inform you of your new voting rights exercise code and password at every
convocation of a Meeting of Shareholders.

(iii)

The costs incurred for access to the website to exercise voting rights (such as Internet
connection charge, phone charge) shall be borne by the shareholders.

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Information on exercise of voting rights via the Internet, etc.
If you exercise your voting rights via the Internet, etc., we kindly request that you access the voting
rights exercise website designated by the Company through personal computer or smartphone, etc.
and exercise your voting right according to the guidance on the screen.
The voting rights exercise website designated by the Company: https://www.web54.net
Voting rights exercise deadline: by 5:30 p.m., Monday, June 24, 2019(i) Access to the voting rights
exercise site(ii) Login(iii) Enter password►

https://www.web54.net
Click “continue to the next.”►Enter your voting rights
exercise code listed on thevoting form and click “Login.”Enter your password listed on
the voting form and click“Next.”

Please enter “for” or “against” according to the input guidance on the screen for the following.
* If you exercise your voting rights multiple times via the Internet, etc., the last vote shall be deemedvalid.
* If you exercise your voting rights both via the Internet, etc. and in writing, the vote via the Internet,etc. shall be deemed valid.

Inquiries about exercise of voting rights via the Internet, etc.
Sumitomo Mitsui Trust Bank, Limited (for Stock Transfer Agency Web Support)
Free dial 0120-652-031 (Hours 9:00 - 21:00)

To institutional investors
Institutional investors may also use an electronic voting rights exercise platform for institutional
investors that is operated by ICJ, Inc. as the method for exercising voting rights.

-4-Reference Document for the Annual Meeting of Shareholders
Meeting Agenda and Referential Matters

Agenda No. 1:

Appropriation of Retained Earnings

The Company’s fundamental policy on the appropriation of profits is to execute balanced
management on steady returns of earnings to shareholders and adequate internal reserves tostrengthen the business foundations. Based on this policy, the Company proposes theyear-end dividends and the appropriation of other retained earnings for the fiscal year underreview as follows.
1. Year-end Dividend(1)Type in which dividends are paid
Cash payment(2)

Allocation of dividends and total amount of dividends
The Company would like to disburse 22.5 yen per common share of the Company.
In this case, the total amount of dividends shall be 835,188,795 yen.
As a result, the dividends on an annual basis will be 45 yen per share including the interim
dividends of 22.5 yen per share.

(3)

Effective date on which dividends are disbursed from retained earnings
June 26, 2019

2. Appropriation of Other Retained Earnings(1)

Increased retained earning item and its amount
General reserve(2)

2,900,000,000 yen

Reduced retained earning item and its amount
Retained earnings brought forward

2,900,000,000 yen-5-Agenda No. 2:

Election of Five (5) Directors (excluding Directors who are Audit andSupervisory Committee Members)

The term of office of all five (5) Directors (excluding Directors who are Audit andSupervisory Committee Members; hereinafter the same applies in this agenda) will expire
upon conclusion of this Annual Meeting of Shareholders. Accordingly, the Company hereby
proposes the election of five (5) Directors.
With respect to the agenda item, the Audit and Supervisory Committee of the Company
deems all candidates for Directors to be appropriate based on their execution of duties andperformance during the fiscal year under review.
The candidates for Directors are as follows.
CandidateNo.

Name

1

Yukihiko Shimazu

2Michio Nagamine

3

Seiichi Sato

4

Toru Suzuki

5Toru Oka

Current position and responsibility, etc.
President and Representative Director
Supervision of Sales Department
CEO, Wuhan Piolax Co., Ltd.
CEO, Dongguan Piolax Co., Ltd.
CEO, Shanghai Piolax Co., Ltd.
Managing Director
Supervision of Planning and Administration
Department, Purchasing Department,
Information Technology Department, andaffiliated companies
Managing Director
Supervision of Design Department, Productionand Logistics Department, and Quality
Assurance Department
Senior Executive Officer
President, Dongguan Piolax Co., Ltd.
President, Wuhan Piolax Co., Ltd.
President, Shanghai Piolax Co., Ltd.
Director
External Director, Ishizaki Honten Company,
LimitedRe-election The candidates for Directors to be re-elected
New The candidate for new Director
External The candidate for External Director-6-

Attributes

Re-election

Re-election

Re-electionNewRe-election ExternalCandidateNo.

Name(Date of birth)

Brief profile, position and responsibility at the Company(Significant concurrent positions)
March 1981
July 1999

YukihikoShimazu(September10, 1957)
Re-election

1

August 2001
June 2005
June 2006

April 2010

Joined Piolax, Inc.
General Manager, Overseas Sales
Department, Piolax, Inc.
President, Piolax Corporation
Director, Piolax, Inc.
Director
General Manager, Overseas Sales
Department, Piolax, Inc.
President and Representative Director,Piolax, Inc. (incumbent)

Number of theCompany’s
shares owned

47,100(Responsibility)
Supervision of Sales Department(Significant concurrent positions)
CEO, Wuhan Piolax Co., Ltd.
CEO, Dongguan Piolax Co., Ltd.
CEO, Shanghai Piolax Co., Ltd.
Reason for the election of Director:
Mr. Yukihiko Shimazu served as President and Representative Director of the Company fromApril 2010 up to the present and has led domestic and overseas the Company group companies
under the slogan, “ONE PIOLAX,” toward growth. He had undertaken the role of President ofthe U.S. subsidiary of the Company from August 2001 to May 2006, and currently has theconcurrent position of CEO (Chairman) of three Chinese subsidiaries of the Company, thus
having made contributions to transforming the Company as a global entity.
The Company believes that Mr. Shimazu would continue to make use of his abundant
experience, considerable insight and extensive networks gained over the years for contributingto decision-making of the Board of Directors, and bringing benefits for business development
on a global scale as well as improvement in corporate value of the Company. Accordingly, theCompany proposes that he be a candidate for Director.

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dateNo.

Name(Date of birth)

Brief profile, position and responsibility at the Company(Significant concurrent positions)
April 1979
June 2003

June 2007
July 2007

April 2008
MichioNagamine(March 15,1957)
Re-election

June 2008

June 2012
April 2013
2April 2015

Joined Japan Development Bank (currentDevelopment Bank of Japan Inc.)
General Manager, Information Resources
Department, Development Bank of Japan
Inc.
Advisor, Piolax, Inc.
Advisor
General Manager, ERP Promotion
Department, Piolax, Inc.
Advisor
General Manager, Purchasing
Department, Piolax, Inc.
Director
General Manager, Purchasing
Department, Piolax, Inc.
Director
General Manager, HR Office, Piolax, Inc.
Managing Director
General Manager, HR Office, Piolax, Inc.
Managing Director, Piolax, Inc.
(incumbent)

Number of theCompany’s
shares owned-(Responsibility)
Supervision of Planning and Administration Department,
Purchasing Department, Information Technology
Department, and affiliated companies
Reason for the election of Director:
Mr. Michio Nagamine has served as Managing Director of the Company since April 2013 up
to the present, and contributed to the growth of the Company by undertaking roles as General
Manager responsible for Planning and Administration, Purchasing, and Information
Technology Departments, as well as operations of the affiliates of the Company. He has gained
considerable knowledge and insight in IT and finance fields through managerial jobs including
the management of Development Bank of Japan Inc. prior to joining the Company in June
2007.
The Company believes that Mr. Nagamine would continue to make use of his abundant
experience, sufficient insight and extensive networks gained over the years for contributing todecision-making of the Board of Directors, and bringing benefits for business development ona global scale as well as improvement in corporate value of the Company. Accordingly, theCompany proposes that he be a candidate for Director.

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dateNo.

Name(Date of birth)

Brief profile, position and responsibility at the Company(Significant concurrent positions)
March 1978
October 2002
April 2004
June 2011

Seiichi Sato
(May 31,1955)
Re-election

June 2014

June 2017
3

Joined Piolax, Inc.
President, Piolax OC Systems Co., Ltd.
Executive Officer, Piolax, Inc.
President, Piolax OC Systems Co., Ltd.
Managing Executive Officer
Director
General Manager, Design Department,Piolax, Inc.
Managing Director
General Manager, Design Department,Piolax, Inc.

Number of theCompany’s
shares owned

25,500Managing Director, Piolax, Inc.
(incumbent)(Responsibility)
Supervision of Design Department, Production andLogistics Department, and Quality Assurance Department
Reason for the election of Director:
Mr. Seiichi Sato has served as Managing Director of the Company since June 2014 up to thepresent, and contributed to the growth of the Company by undertaking roles as General
Manager responsible for Design, Production and Logistics, and Quality Assurance
Departments. He also gained managerial experience through the role as President of theCompany’s subsidiary from October 2002 to September 2005 and accumulated knowledge andinsight in the fields of finance as well as design and production.
The Company believes that Mr. Sato would continue to make use of his abundant experience,
sufficient insight and extensive networks gained over the years for contributing todecision-making of the Board of Directors, and bringing benefits for business development ona global scale as well as improvement in corporate value of the Company. Accordingly, theCompany proposes that he be a candidate for Director.

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dateNo.

Name(Date of birth)

Brief profile, position and responsibility at the Company(Significant concurrent positions)
March 1985
December
2001
April 2005
June 2008

4

Number of theCompany’s
shares owned

Joined Piolax, Inc.
President, P.S.T. Inc.

Manager, Moka Plant, Piolax, Inc.
Manager, Moka Plant, Piolax, Inc.
President, P.M.T. Inc.
June 2010
Executive Officer
Manager, Fuji Plant, Piolax, Inc.
President, P.M.T. Inc.
June 2011
Managing Executive Officer
Director
Manager, Fuji Plant, Piolax, Inc.
Toru Suzuki
January 2014
Managing Executive Officer(March 1,Director, Piolax, Inc.
11,1001962)
President, Dongguan Piolax Co., Ltd.
New
President, Wuhan Piolax Co., Ltd.
June 2016
Senior Executive Officer, Piolax, Inc.
President, Dongguan Piolax Co., Ltd.
President, Wuhan Piolax Co., Ltd.
January 2019
Senior Executive Officer, Piolax, Inc.
President, Dongguan Piolax Co., Ltd.
President, Wuhan Piolax Co., Ltd.
President, Shanghai Piolax Co., Ltd.
(incumbent)(Significant concurrent positions)
President, Dongguan Piolax Co., Ltd.
President, Wuhan Piolax Co., Ltd.
President, Shanghai Piolax Co., Ltd.
Reason for the election of Director:
Mr. Toru Suzuki became Executive Officer of the Company in June 2010, and Director and thehead of the Production and Logistics Department and the Quality Assurance Department inJune 2011. In January 2014, he assumed the position of president of two subsidiaries in China
and then became Senior Executive Officer of the Company in conjunction with the Company’stransition to a company with an audit and supervisory committee in June 2016. In January
2019, he assumed the office of president of Shanghai Piolax Co., Ltd. From December 2001 toMarch 2005, he served as president of P.S.T. Inc., a subsidiary specializing in presswork, andfrom June 2008 to May 2011, he assumed the position of president of P.M.T. Inc., a subsidiaryspecializing in metal-mold production. Through various positions including the above, he has
been working on improving the corporate characteristics of the subsidiaries of the Company.
The Company believes that Mr. Suzuki has extensive knowledge of China as the world’s
largest automobile market, and that he would make use of his experience in managing multiple
subsidiaries, sufficient insight and networks cultivated over the years for contributing to thedecision-making at meetings of the Board of Directors and bringing benefits for businessdevelopment on a global scale and the improvement of corporate value. Accordingly, theCompany proposes that he be a candidate for Director.

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dateNo.

Name(Date of birth)

Brief profile, position and responsibility at the Company(Significant concurrent positions)

Number of theCompany’s
shares owned

April 1972

5

Joined Toyo Kogyo Co., Ltd. (currentMazda Motor Corporation)
April 1986
US manufacturing subsidiary of Mazda
April 1992
Purchasing Division, Mazda MotorCorporation
April 1997
General Manager, Parts Purchasing Dept.
No. 1, Purchasing Division, Mazda Motor
Corporation
June 2002
Executive Officer, Mazda MotorCorporation
April 2004
Executive Officer
Toru Oka
General Manager, Purchasing Division,(February 26,Mazda Motor Corporation
1950)
April 2006
Managing Executive Officer, Mazda
Re-election
Motor Corporation
External
June 2010
President & Representative Director,
DaikyoNishikawa Corporation
June 2015
Director and Senior Adviser,
DaikyoNishikawa Corporation
August 2016
External Director, Ishizaki Honten
Company, Limited (incumbent)
March 2018
Retired DaikyoNishikawa Corporation
June 2018
External Director, Piolax, Inc.
(incumbent)(Significant concurrent positions)
External Director, Ishizaki Honten Company, Limited
Reason for the election of External Director
During the period from June 2010 to June 2015, Mr. Toru Oka served as President &Representative Director of DaikyoNishikawa Corporation and has served in the managerialrole of External Director of Ishizaki Honten Company, Limited from August 2016 to thepresent. He also gained experience in the US when he worked at Mazda Motor Corporationand accumulated extensive experience and knowledge and insight in Japan and overseas.
The Company believes that Mr. Oka would make use of his abundant experience, considerableinsight and extensive networks gained over the years for contributing to decision-making at theBoard of Directors and bringing benefits for business development on a global scale andimprovement in corporate value. Accordingly, the Company proposes that he be a candidate
for External Director.

Notes:
1.
There are no special conflicts of interests between the candidates and the Company.
2.
Mr. Toru Oka is the candidate for External Director.
3.
Mr. Toru Oka meets the requirements for Independent Director in conformity with the regulation of theTokyo Stock Exchange, Inc. and provided that he is approved at the election of Director, he willcontinue to be Independent Director.
4.
The Company has entered into a contract with Mr. Toru Oka to limit the liability for damagesprescribed in Article 423, Paragraph 1 of the Companies Act in accordance with the provision of Article
427, Paragraph 1 thereof. The limited amount of liability under such contract is the amount stipulated inlaws and regulations. Provided that the candidate is approved at the re-election of Director, theCompany plans to continue such contract.

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Mr. Toru Oka currently serves as External Director of the Company. The Director will have held officefor one (1) year at the closing time of this Annual Meeting of Shareholders.

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