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 6958)
June 8, 2018
To Shareholders with Voting Rights:
Isao Osawa
President
CMK Corporation
6-5-1 Nishi-Shinjuku, Shinjuku-ku, TokyoNOTICE OF
THE 58TH ANNUAL 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 58th Annual General Meeting of Shareholders of CMK Corporation(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 the Internet.
Please review the attached Reference Documents for the General Meeting of Shareholders and exercise yourvoting rights by 5:10 p.m. on Wednesday, June 27, 2018, Japan time.
1. Date and Time:Thursday, June 28, 2018 at 10:00 a.m. Japan time

2. Place:

Multiple Hall, Cultural Centre of Fujimi City, KIRARI FUJIMI located at
1803-1, Oaza Tsuruma, Fujimi-shi, Saitama

3. Meeting Agenda:
Matters to be reported: 1. The Business Report, Consolidated Financial Statements for the Company’s
58th Fiscal Year (April 1, 2017 - March 31, 2018) and results of audits by the
Accounting Auditor and the Board of Corporate Auditors of the Consolidated
Financial Statements
2. Non-consolidated Financial Statements for the Company’s 58th Fiscal Year
(April 1, 2017 - March 31, 2018)
Proposals to be resolved:
Appropriation of Surplus
Proposal 1:
Election of Seven (7) Directors
Proposal 2:
Election of One (1) Substitute Corporate Auditor
Proposal 3:-1-

4. Other Matters concerning the Notice of Convocation
Of the documents attached to the Notice of Convocation, Notes to the Consolidated Financial Statements
and Notes to the Non-consolidated Financial Statements are posted on the Company’s website(http://www.cmk-corp.com) on the Internet based on relevant laws and Article 16 of the Companies Act.
As a result, the documents attached to this Notice of Convocation are a subset of the Consolidated
Financial Statements and the Non-consolidated Financial Statements audited by the Accounting Auditor
and the Board of Corporate Auditors during preparation of the Audit Report.

------------------------------------------------------------------------------------------------------------------------------------When attending the meeting, please submit the enclosed Voting Rights Exercise Form at the reception desk.
Any revision to the Reference Documents for the General Meeting of Shareholders, Business Report,
Consolidated Financial Statements or Non-consolidated Financial Statements will be posted on the Company’s
website (http://www.cmk-corp.com).

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Reference Documents for the General Meeting of Shareholders
Proposals and References
Proposal 1:

Appropriation of Surplus

The appropriation of surplus is proposed as follows.
Matters concerning the year-end dividend:
The Company considers the return of profits to shareholders as one of its most important measures.
The Company’s basic policy is to implement the stable and continued payment of dividends while
securing the necessary internal reserves for strengthening the management structure and futurebusiness development, as well as taking into consideration matters such as business performance andfinancial status.
Based on this policy, the Company proposes a year-end dividend for the fiscal year under review of
10 yen per share, as follows.
(1) Type of dividend property
Cash(2) Matters concerning the allotment of dividend property to shareholders and the total amountthereof10 yen per share of common stock of the Company
Total amount: 591,975,910 yen(3) Effective date of distribution of surplus
June 29, 2018-3-

Proposal 2:

Election of Seven (7) Directors

The terms of office of all nine (9) Directors will expire at the conclusion of the General Meeting of
Shareholders. In accordance with reconsidering of management structure, the Company proposes a decreaseof two (2) Director. Accordingly, the election of seven (7) Directors is proposed.
The candidates for Directors are as follows:
No.

Name
(Date of birth)

Past experience, positions, responsibilities,
and significant concurrent positions
March 1976
April 1994

1

2

Number ofshares of theCompany held

Joined the Company
General Manager of Production Engineering Department of
Niigata Satellite of the Company
June 1997
Director of the Company
April 2002
Executive Officer of the Company
Executive Managing Officer of the Company
April 2006
June 2008
Director and Executive Managing Officer of the Company
Takeo Takai
14,408
April 2011
Representative Director of the Company(January 12, 1953)
June 2011
Representative Director and Executive Vice President of theCompany
April 2014
President and Chief Executive Officer of the Company
April 2018
Chairman and Representative Director of the Company(current position)[Significant concurrent positions]
Chairperson of the Foundation for Technology Promotion Electronic Circuit Board[Reason for selection of the candidate for Director]
Mr. Takeo Takai has made solid progress in business rationalization and productivity improvement since he was appointed
as President in April 2014. He has also demonstrated strong leadership in reinforcing the Company’s profitability. He hasserved as Chairman and Representative Director since April this year. The Company has determined that he canappropriately improve corporate value with his ample experience and excellent insight, and therefore continues to propose
to elect him as Director.
September 1989 Joined CMK Kanbara Electronics Corporation
August 1992
Joined Kuwabara Electric Corporation (current Niigata Quality
Supply Co., Ltd.)
October 2014
Joined the Company
Deputy General Manager of Domestic Operations Head Officeand Kanbara Manufacturing Operation of the Company
December 2014 General Manager of Domestic Operations Head Office andIsao Osawa
Quality Assurance Department of the Company
236(April 29, 1958)
February 2015
Executive Officer of the Company
General Manager of Domestic Operations Head Office of theCompany
April 2016
In charge of Production of the Company
June 2016
Director and Executive Officer of the Company
April 2018
President and Chief Executive Officer of the Company(current position)[Reason for selection of the candidate for Director]
Mr. Isao Osawa has ample experience and achievements through his involvement mainly in the production division andmanagement of the group-wide production divisions as Director and Executive Officer since 2016. He has been at the helmof the Company’s management as President since April this year to demonstrate leadership in further profitability
improvement. The Company has determined that he can appropriately improve corporate value and therefore continues topropose to elect him as Director.

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No.

Name
(Date of birth)

Past experience, positions, responsibilities,
and significant concurrent positions
April 1984
March 2008
March 2013
April 2013

3

4

Number ofshares of theCompany held

Joined Canon Electronics Inc.
Director of Canon Electronics Inc.
Joined the Company
General Manager of Accounting Department and General
Manager of Finance Department of the Company
October 2013
Executive Officer of the Company
June 2014
Director and Executive Officer of the Company
Akira Kurosawa
In charge of Accounting and Finance of the Company
2,377(March 15, 1962)
April 2015
Director and Executive Managing Officer of the Company(current position)
April 2018
Senior General Manager of Administration Division andGeneral Manager of Global Management Office of theCompany (current position)[Significant concurrent positions]Representative Director and President of CMK FINANCE CORPORATION[Reason for selection of the candidate for Director]
Mr. Akira Kurosawa has professional knowledge and ample achievements mainly in the accounting and finance fields. He
is currently in charge of Administration Division that controls corporate planning, accounting, information systems,
general affairs, and personnel, and also in charge of development of corporate strategies as Director and Executive
Managing Officer. The Company has determined that he can appropriately improve corporate value and therefore
continues to propose to elect him as Director.
April 1984
Joined the Company
April 2001
General Manager of Central Region Sales Division of theCompany
April 2002
Managing Director of CMK EUROPE N.V.
August 2006
Joined Toyota Tsusho Electronics Corporation
August 2008
General Manager of Overseas Sales Administration
Eizo Shibata
Department of the Company
4,263(June 20, 1960)
January 2012
Chairman of CMKC (HK) LIMITED
December 2012 Executive Officer of the Company
In charge of Sales of the Company
May 2014
Executive Managing Officer of the Company
June 2015
Director and Executive Managing Officer of the Company
In charge of Sales of the Company(current position)[Reason for selection of the candidate for Director]
Mr. Eizo Shibata has been involved in the sales division since he joined the Company and he has ample experience andachievements through practical operations. He currently serves as Director and Executive Managing Officer and controls
the group-wide sales division as well as works for strengthening global sales. Accordingly, the Company has determinedthat he can appropriately improve corporate value, and therefore continues to propose to elect him as Director.

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No.

Name
(Date of birth)

Past experience, positions, responsibilities,
and significant concurrent positions
January 1989
April 1999

5

6

Number ofshares of theCompany held

Joined the Company
General Manager of Associated Company Control
Department of the Company
April 2001
General Manager of Sales Planning Department of theCompany
April 2003
General Manager of Sales Promotion Division and Sales
Administration Department and General Manager ofPurchasing and Logistics Department of the Company
Hiroshi Hanaoka April 2005
General Manager of Auditing Office of the Company
2,515(October 12, 1956) April 2007
Executive Officer and General Manager of Auditing Officeof the Company
In charge of CSR, Risk Management, and Safety
Management of the Company
June 2014
Director and Executive Officer of the Company(current position)
April 2016
In charge of Quality Management and Environment
Management of the Company(current position)[Reason for selection of the candidate for Director]
Mr. Hiroshi Hanaoka has worked in a wide range of fields such as accounting and finance, purchasing, environment
management, internal control, risk management, and auditing divisions with his ample experience and achievements.
He currently serves as Director and Executive Officer in order to improve group-wide quality. Accordingly, theCompany has determined that he can appropriately improve corporate value, and therefore continues to propose toelect him as Director.
April 1992
Assistant, Division of Mechanical Engineering and Materials
Science, Yokohama National University
August 1993
Lecturer, Division of Mechanical Engineering and Materials
Science, Yokohama National University
August 1996
Assistant Professor, Division of Mechanical Engineeringand Materials Science, Yokohama National University
April 2001
Assistant Professor, Division of System Research and Courseof Systems Design, Faculty of Engineering, Yokohama
National University
Tsuyoshi Ukyo
April 2007
Associate Professor, Division of System Research and0(January 27, 1964)
Course of Systems Design, Faculty of Engineering,
Yokohama National University
April 2012
Professor, Division of System Research and Course of
Systems Design, Faculty of Engineering, Yokohama National
University (current position)
June 2015
Outside Director of the Company(current position)[Significant concurrent positions]
Professor, Faculty of Engineering, Yokohama National University[Reason for selection of the candidate for Outside Director]
Mr. Tsuyoshi Ukyo has provided appropriate advice to the Company’s management and supervision from his
independent position by utilizing his professional knowledge and experience gained as a university professor and madeappropriate remarks in the Board of Directors. While he has not had previous involvement with corporate management
except for being an Outside Officer, it has been determined that he can appropriately carry out his duties as Outside
Director for the above reasons.

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No.

Name
(Date of birth)

Past experience, positions, responsibilities,
and significant concurrent positions
April 1992
December 1998
June 2000
January 2003
June 2007

Rika Sato(August 15, 1962)7

May 2015
January 2016
July 2016

Registered as an attorney (Tokyo Bar Association)
Registered as an attorney in the New York State
Joined Asahi & Koma Law Office (current Nishimura & Asahi)Partner, Asahi & Koma Law Office
Joined the foreign law joint enterprise Jones Day
Partner, Jones Day
External Audit & Supervisory Board Member, Dexerials
Corporation (current position)
Founded Ota & Sato
Partner, Ota & Sato (current position)
Audit & Supervisory Board Member, Lubrizol Japan Limited(current position)

Number ofshares of theCompany held

0

[Significant concurrent positions]
Partner, Ota & Sato
External Audit & Supervisory Board Member, Dexerials Corporation
Audit & Supervisory Board Member, Lubrizol Japan Limited[Reason for selection of the candidate for Outside Director]
The Company believes Ms. Rika Sato can contribute to further strengthening of corporate governance by providing usefuladvice on management based on her specialist knowledge and experience as a lawyer. Accordingly, the Company proposes
to elect her as Director. While she has not had previous involvement with corporate management except for being an
Outside Officer, it has been determined that she can appropriately carry out her duties as Outside Director for the above
reasons.
(Notes) 1. There are no special interests between each candidate for Director and the Company.
2. Mr. Tsuyoshi Ukyo and Ms. Rika Sato are candidates for Outside Director. The term of office of Mr. Tsuyoshi Ukyo as
Outside Director will be three (3) years at the conclusion of this Annual General Meeting of Shareholders.
3. The Company has submitted notification that Mr. Tsuyoshi Ukyo has been designated as an Independent Director as
stipulated by the Tokyo Stock Exchange. If his reelection is approved, the Company intends for him to continue being an
Independent Director. Furthermore, Ms. Rika Sato satisfies the requirements for an Independent Director stipulated by
the Tokyo Stock Exchange. If her election is approved, the Company intends to submit notification concerning her
appointment as an Independent Director.
4. Pursuant to Article 427, Paragraph 1 of the Companies Act, the Company has concluded a liability limitation agreementwith Mr. Tsuyoshi Ukyo to limit the liability under Article 423, Paragraph 1 of the Companies Act. The maximum
amount of liability pursuant to the agreement is the amount stipulated by laws and regulations. If he is reappointed as
Outside Director, the Company plans to continue the same agreement with him. Also, if Ms. Rika Sato is appointed as
Outside Director, the Company plans to conclude the same agreement with her.

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Proposal 3:

Election of One (1) Substitute Corporate Auditor

In order to fill a deficiency in the number of Corporate Auditors stipulated under laws and regulations,the election of one (1) Substitute Corporate Auditor is proposed. The effective period of the term of office of
the Substitute Corporate Auditor is from the conclusion of this General Meeting to the time of the next
Annual General Meeting of Shareholders.
The candidate for Substitute Corporate Auditor is as follows.
The Board of Corporate Auditors has previously given its approval to this proposal.
Name(Date of birth)

Past experience, positions, responsibilities,
and significant concurrent positions

Number ofshares of theCompany held

October 2002

Registered as an attorney (Dai-Ichi Tokyo Bar Association)
Joined Nagashima Ohno & Tsunematsu
April 2011
Seconded to Ricoh Company, Ltd.
September 2014
Joined Shibata, Suzuki & Nakada
Yukako Saito
Partner, Shibata, Suzuki & Nakada(Yukako Oshimi)
0(current position)(August 11, 1976)
June 2015
Outside Corporate Auditor of JP-Holdings Inc.
(current position)[Significant concurrent positions]
Outside Corporate Auditor of JP-Holdings Inc.
[Reason for selection of the candidate for Substitute Outside Corporate Auditor]
The Company proposes election of Ms. Yukako Saito (the name used in course of profession is Yukako Oshimi) in order toutilize her professional knowledge and experience as an attorney as well as strengthen the auditing system of the Company
from her objective standpoint. While she has not had previous involvement with corporate management except for being an
Outside Officer, it has been determined that she can appropriately carry out her duties as Outside Corporate Auditor for theabove reasons.
(Notes) 1. There are no special interests between each candidate for Substitute Corporate Auditor and the Company.
2. The Company elects Ms. Yukako Saito as Substitute Outside Corporate Auditor. She meets the requirements for
Independent Director/Auditor stipulated by the Tokyo Stock Exchange.
3. Subject to the approval of the election of Ms. Yukako Saito, the Company intends to enter into an agreement to limit her
liability pursuant to Article 423, Paragraph 1 of the Companies Act based on Article 427, Paragraph 1 of the Companies
Act. The maximum amount of liability pursuant to the agreement is the amount stipulated by laws and regulations.

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