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 9, 2020
To Shareholders with Voting Rights:
Isao Osawa
President
CMK Corporation
6-5-1 Nishi-Shinjuku, Shinjuku-ku, TokyoNOTICE OF
THE 60TH 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 60th 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 24, 2020, Japan time.
1. Date and Time:Thursday, June 25, 2020 at 10:00 a.m. Japan time

2. Place:

Main conference room , 3rd floor, SE Center
located at 1106 Fujikubo,Miyoshi-machi,Iruma-gun,Saitama

3. Meeting Agenda:
Matters to be reported: 1. The Business Report, Consolidated Financial Statements for the Company’s
60th Fiscal Year (April 1, 2019 - March 31, 2020) 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 60th Fiscal Year
(April 1, 2019 - March 31, 2020)
Proposals to be resolved:
Proposal 1:
Appropriation of Surplus
Election of Seven (7) Directors
Proposal 2:
Election of One (1) Substitute Corporate Auditor
Proposal 3:-1-

・When attending the meeting, please submit the enclosed Voting Rights Exercise Form at the receptiondesk.
・Of the documents to be attached to this Convocation Notice, the following items are posted on the ourcompany website https://www.cmk-corp.com) in accordance with laws and regulations as well as Article
16 of the our company Articles of Incorporation.
1. Consolidated Statement of Changes in Net Assets
2. Notes to Consolidated Financial Statements
3. Non-consolidated Statement of Changes in Net Assets
4. Notes to Non-consolidated Financial Statements
・Accordingly, this convocation notice attachment is a part of the consolidated financial statements orfinancial statements audited by the corporate auditors and the accounting auditors at the time of
preparation of the audit report.
・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 (https://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 6
yen per share, as follows.
(1) Type of dividend property
Cash(2) Matters concerning the allotment of dividend property to shareholders and the total amountthereof6 yen per share of common stock of the Company
Total amount: 355,176,816 yen(3) Effective date of distribution of surplus
June 26, 2020-3-

Proposal 2:

Election of Seven (7) Directors

The terms of office of all Seven (7) Directors will expire at the conclusion of the General Meeting of
Shareholders. 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
September 1989
August 1992

1

2

Number ofshares of theCompany held

Joined CMK Kanbara Electronics Corporation
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
588(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 of the Company(current position)
January 2020
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 2018 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.
April 1984
Joined Canon Electronics Inc.
March 2008
Director of Canon Electronics Inc.
March 2013
Joined the Company
April 2013
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
April 2015
Director and Executive Managing Officer of the Company(current position)
Akira Kurosawa
2,748(March 15, 1962)
April 2018
Senior General Manager of Administration Office of theCompany (current position)
April 2019
In charge of Internal Control and CSR of the Company
June 2019
Executive Director and Chief Financial Officer of the Company
January 2020
Executive Director and Chief Compliance Officer of theCompany(current position)
February 2020
In charge of Legal Affairs of the Company(current position)
April 2020
In charge of Business Continuity Plan and Environment
Management of the Company(current position)[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 compliance, legal affairs, internal control, BCP, environment management, CSR, and serves as
Executive Director in order to improve group-wide profitability. The Company has determined that 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

3

4

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 ofHiroshi Hanaoka
3,240
Purchasing and Logistics Department of the Company(October 12, 1956)
April 2005
General Manager of Auditing Office of the Company
April 2007
Executive Officer of the Company
June 2014
Director and Executive Officer of the Company(current position)
April 2016
In charge of Quality Management and Environment
Management and CSR and Internal Control of the Company
July 2019
In charge of CMK Products Corporation(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, quality, and auditing divisions with his ample experience andachievements. He currently serves as Director and Executive Officer in order to improve the profitability of theCompany’s subsidiary, CMK Products Co., Ltd. Accordingly, the Company has determined that he can appropriately
improve corporate value, and therefore continues to propose to elect him as Director.
August 1986
Joined the Company
April 2000
General Manager of MAP Operations Head Office andEngineering Department of the Company
April 2006
General Manager of Technical Development Division of theCompany
April 2007
Executive Officer of the Company
General Manager of Production Engineering Division of theCompany
Takahiro Shirai
4,300
April 2011
Executive Officer of the Company(March 27, 1962)
General Manager of Quality Assurance Division of theCompany
April 2017
General Manager of IoT Promotion Department of theCompany
December 2018 Executive Officer of the Company
In charge of Engineering of the Company (current position)
June 2019
Director and Executive Officer of the Company(current
position)[Reason for selection of the candidate for Director]
Mr. Takahiro Shirai has been mainly involved in the field of engineering since he joined the Company and he has ample
experience and achievements through practical operations. He currently serves as Executive Officer in order to enhancegroup-wide technical capabilities and develop new technologies. Accordingly, the Company has determined that he canappropriately improve corporate value, and therefore cotinues to proposes to elect him as Director.

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No.

Past experience, positions, responsibilities,
and significant concurrent positions

Name(Date of birth)
April 1992

5

Number ofshares of theCompany held

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 Engineering andMaterials Science, Yokohama National University
April 2001
Assistant Professor, Division of System Research and Courseof Systems Design, Faculty of Engineering, Yokohama
National University
Tsuyoshi Ukyo
0
April 2007
Associate Professor, Division of System Research and Course(January 27, 1964)
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 made appropriate
remarks in the Board of Directors. While he has not had previous involvement with corporate management except forbeing an Outside Officer, it has been determined that he can appropriately carry out his duties as Outside Director for theabove reasons.

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No.

Name
(Date of birth)

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

6

Number ofshares of theCompany held

Registered as an attorney (Tokyo Bar Association)
Registered as an attorney in the New York State
Joined Asahi & Koma Law Office (current Nishimura &Asahi)
January 2003
Partner, Asahi & Koma Law Office
June 2007
Joined the foreign law joint enterprise Jones Day
Partner, Jones Day
May 2015
External Audit & Supervisory Board Member, Dexerials
Corporation
January 2016
Founded Ota & Sato
Partner, Ota & Sato
Rika Sato
July 2016
Audit & Supervisory Board Member, Lubrizol Japan Limited0(August 15, 1962)(current position)
June 2018
Outside Director of the Company (current position)
June 2019
Outside Director, Dexerials Corporation (current position)
July 2019
Founded Sato & Partners
Representative, Sato & Partners (current position)
November 2019 Examiner for the Bar Examination and Examiner for the
Preliminary Bar Examination (in charge of Code of Civil
Procedure) (current position)[Significant concurrent positions]Representative, Sato & Partners
Outside Director, Dexerials Corporation
Audit & Supervisory Board Member, Lubrizol Japan Limited[Reason for selection of the candidate for Outside Director]
Ms. Rika Sato has provided appropriate advice to the Company’s management and supervision from her independent
position by providing useful advice on management based on her specialist knowledge and experience as a lawyer andmade appropriate remarks in the Board of Directors. 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.

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No.

Name
(Date of birth)

Past experience, positions, responsibilities,
and significant concurrent positions

Number ofshares of theCompany held

April 1978
June 2003

7

Joined ROKU-ROKU SANGYO, LTD
Director and Executive Officer of ROKU-ROKU SANGYO,
LTD
0
June 2009
Director and Executive Managing Officer of ROKU-ROKU
Mitsuru Kaitoh
SANGYO, LTD(November 17, 1954)
June 2010
Vice President of ROKU-ROKU SANGYO, LTD
June 2016
President of ROKU-ROKU SANGYO, LTD (current position)[Significant concurrent positions]
President of ROKU-ROKU SANGYO, LTD[Reason for selection of the candidate for Outside Director]
The Company considers Mr. Mitsuru Kaitoh can make contributions for the improvement of corporate value by
providing useful advice on management of the Company based on his long-standing experience at other companies andample experience and extensive knowledge gained as a representative director. Accordingly, the Company proposes toelect him as Outside Director.

(Notes) 1. There are no special interests between each candidate for Director and the Company.
2. Mr. Tsuyoshi Ukyo, Ms. Rika Sato, and Mr. Mitsuru Kaitoh are candidates for Outside Director. The terms of office of
Mr. Tsuyoshi Ukyo and Ms. Rika Sato as Outside Director will be five (5) years and two (2) years, respectively, at theconclusion of this Annual General Meeting of Shareholders.
3. The Company has submitted notification that Mr. Tsuyoshi Ukyo and Ms. Rika Sato have been designated as
Independent Directors/Auditor as stipulated by the Tokyo Stock Exchange. If Mr. Tsuyoshi Ukyo and Ms. Rika Sato are
re-elected or elected as Outside Directors, the Company intends to submit notification concerning their appointment as
Independent Directors. Furthermore, Mr. Mitsuru Kaitoh satisfies the requirements for an Independent Directors/Auditor
by the Tokyo Stock Exchange. If his erection is approved, the Company intends to submit notification concerning his
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, Ms. Rika Sato, and Mr. Mitsuru Kaitoh 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 andregulations. If the reelection of Mr. Tsuyoshi Ukyo and Ms. Rika Sato is approved, the Company plans to continue thesame agreement with them. Also, if Ms. Mr. Mitsuru Kaitoh is appointed as Outside Director, the Company plans toconclude the same agreement with him.

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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,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
Partner, Shibata, Suzuki & Nakada(current position)
June 2015
Outside Corporate Auditor of JP-Holdings Inc.
Yukako Oshimi
0March 2019
Outside Corporate Auditor of FUJI SOFT INCORPORATED(August 11, 1976)(current position)
June 2019
Outside Corporate Auditor of KUREHA CORPORATION(current position)[Significant concurrent positions]
Partner, Shibata, Suzuki & Nakada
Outside Corporate Auditor of FUJI SOFT INCORPORATED
Outside Corporate Auditor of KUREHA CORPORATION(candidate)[Reason for selection of the candidate for Substitute Outside Corporate Auditor]
The Company proposes election of Ms. Yukako Oshimi in order to utilize 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 canappropriately carry out her duties as Outside Corporate Auditor for the above reasons.
(Notes) 1. There are no special interests between each candidate for Substitute Corporate Auditor and the Company.
2. The Company elects Ms. Yukako Oshimi 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 Oshimi, 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 theCompanies Act. The maximum amount of liability pursuant to the agreement is the amount stipulated by laws andregulations.
4. In July 2018, while Ms. Yukako Oshimi was in office as an outside Audit & Supervisory Board Member of JP Holdings
Co., Ltd., the company announced that it acknowledged breach of the duty of due care of a prudent manager on the partof the representative director of the company at that time in connection to some of the expenses related to theextraordinary General Meeting of Shareholders of the third quarter of the fiscal year ended March 31, 2018. She has
always made recommendations at the Board of Directors meetings, etc. from the viewpoint of legal compliance, andwhen the breach was acknowledged, she has fulfilled her duties such as by conducting thorough investigations of thefact.

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