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 6, 2019
To Shareholders with Voting Rights:
Isao Osawa
President
CMK Corporation
6-5-1 Nishi-Shinjuku, Shinjuku-ku, TokyoNOTICE OF
THE 59TH 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 59th 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 Tuesday, June 25, 2019, Japan time.
1. Date and Time:

Wednesday, June 26, 2019 at 10:00 a.m. Japan time

2. Place:

Miyoshi-Chuo Community Center
located at 348-2,Oaza Kitanagai,Miyoshi-machi,Iruma-gun,Saitama

3. Meeting Agenda:
Matters to be reported: 1. The Business Report, Consolidated Financial Statements for the Company’s
59th Fiscal Year (April 1, 2018 - March 31, 2019) 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 59th Fiscal Year
(April 1, 2018 - March 31, 2019)
Proposals to be resolved:
Appropriation of Surplus
Proposal 1:
Election of Seven (7) Directors
Proposal 2:
Election of Two (2) Corporate Auditors
Proposal 3:
Election of One (1) Substitute Corporate Auditor
Proposal 4:-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(https://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 (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
11 yen per share, as follows.
(1) Type of dividend property
Cash(2) Matters concerning the allotment of dividend property to shareholders and the total amountthereof11 yen per share of common stock of the Company
Total amount: 651,165,834 yen(3) Effective date of distribution of surplus
June 27, 2019-3-

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
389(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 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
Akira Kurosawa
2,538
April 2015
Director and Executive Managing Officer of the Company(March 15, 1962)(current position)
April 2018
Senior General Manager of Administration Office of theCompany (current position)
April 2019
In charge of Internal Control and CSR of the Company(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 accounting, information systems, general affairs, legal
affairs and personnel, and serves as Director and Executive Managing Officer in order to improve group-wide profitability.
The Company has determined that he can appropriately improve corporate value and therefore continues to propose to electhim 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 Departmentof 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
2,830
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
April 2019
In charge of Purchasing 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, quality, and auditing divisions with his ample experience andachievements. He currently serves as Director and Executive Officer and controls the group-wide procurement as well asworks for improving profitability. Accordingly, the Company has determined that he can appropriately improve corporate
value, and therefore continues to propose to elect 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 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
April 2007
Associate Professor, Division of System Research and Course
0(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
January 2003
June 2007

5

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)Partner, Asahi & Koma Law Office
Joined the foreign law joint enterprise Jones Day
Partner, Jones Day
May 2015
External Audit & Supervisory Board Member, Dexerials
Corporation (current position)
Rika Sato
January 2016
Founded Ota & Sato0
(August 15, 1962)
Partner, Ota & Sato (current position)
July 2016
Audit & Supervisory Board Member, Lubrizol Japan Limited(current position)
June 2018
Outside Director of the Company (current position)
June 2019
Outside Director, Dexerials Corporation (candidate)[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]
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.
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 the
Takahiro Shirai
Company
4,338(March 27, 1962)
April 2011
Executive Officer of the Company
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)[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 proposes to elect him as Director.

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No.

Name
(Date of birth)

Past experience, positions, responsibilities,
and significant concurrent positions

Number ofshares of theCompany held

April 1976
April 1999

7

Joined The Sumitomo Bank, Limited
General Manager of Yokohama Branch, The Sumitomo Bank,
LimitedApril 2001
Principal Examiner, Inspection Unit, Sumitomo Mitsui
Banking Corporation
October 2003
Manager of General Affairs Division, Global Electronics
Corporation
Fumio Haraguchi
0
February 2006
General Manger of Legal Department, CB Richard Ellis K.K.
(April 3, 1952)
October 2009Manager of Sales Administration Department, Nidec
Corporation
June 2015
Outside Corporate Auditor of the Company (current position)
June 2019
Outside Corporate Auditor of Family Corporation CO.,LTD.
(candidate)[Significant concurrent positions]
Outside Corporate Auditor of Family Corporation CO.,LTD. (candidate)[Reason for selection of the candidate for Outside Director]
Mr. Fumio Haraguchi, as an Outside Corporate Auditor of the Company, has exerted great efforts to strengthen the
Company's audit system, utilizing his ample experience and extensive knowledge gained while serving at financial
institutions and other companies. In light of those past records and ample discernment, the Company has determined that
he can contribute to further strengthening the corporate governance of the Company, and therefore proposes to elect him as
Director. 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.

(Notes) 1. There are no special interests between each candidate for Director and the Company.
2. Mr. Tsuyoshi Ukyo, Ms. Rika Sato, and Mr. Fumio Haraguchi are candidates for Outside Director. The terms of office of
Mr. Tsuyoshi Ukyo and Ms. Rika Sato as Outside Director will be four (4) years and one (1) year, respectively, at theconclusion of this Annual General Meeting of Shareholders. Mr. Fumio Haraguchi is currently a Corporate Auditor of theCompany. The term of office of Mr. Fumio Haraguchi as Corporate Auditor will be four (4) years at the conclusion ofthis Annual General Meeting of Shareholders.
3. The Company has submitted notification that Mr. Tsuyoshi Ukyo, Ms. Rika Sato, and Mr. Fumio Haraguchi have been
designated as Independent Directors/Auditor as stipulated by the Tokyo Stock Exchange. If the abovementioned three (3)candidates are re-elected or elected as Outside Directors, the Company intends to submit notification concerning their
appointment as Independent Directors.
4. In December 2018, when Mr. Tsuyoshi Ukyo, Ms. Rika Sato, and Mr. Fumio Haraguchi were in their terms of office, theCompany announced that it had made changes regarding the product manufacturing process without applying for
approval from several customers beforehand. The abovementioned three (3) candidates had not been aware of the
problem until receiving the internal report. They had been making proposals at the Board of Directors meetings, etc. fromthe viewpoint of strengthening compliance prior to receiving the above report, and since the problem was revealed, they
have been properly performing their duties, calling for reinforcement of the quality control system and of the governance,such as investigating causes of, and formulating preventative measures on inappropriate conduct.
5. 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. Fumio Haraguchi 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. If the election of Mr. Fumio Haraguchi is approved, the Company plans to enter into thesame limited liability agreement with him.

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Proposal 3:

Election of Two (2) Corporate Auditors

Of three (3) Corporate Auditors, the term of office of one (1) Corporate Auditor, namely Mr. Fumio
Haraguchi, will expire at the conclusion of the General Meeting of Shareholders.In order tostrengthen the auditing system, the Company proposes an increase of one (1) Corporate Auditor.
Accordingly, the election of two (2) Corporate Auditors is proposed.
The candidate for Substitute Corporate Auditor is as follows.
The Board of Corporate Auditors has previously given its approval to this proposal.
No.

Name
(Date of birth)

Past experience, positions,and significant concurrent positions

Number ofshares of theCompany held

June 1989
April 2001

1

2

Joined the Company
General Manager of East Japan Region Sales Division andSales Department II of the Company
November 2002
General Manager of Central Region Sales Division of theCompany
Masashi Koike
3,238
April 2006
Executive Officer and General Manager of East Japan Region(January 6, 1957)
Sales Division of the Company
December 2012
President of Yamanashi Sanko Co., Ltd.
February 2015
General Manager of Market Development Office of theCompany
January 2019
General Manager of Order Control Division of the Company[Reason for selection of the candidate for Corporate Auditor]
Mr. Masashi Koike has been mainly involved in work of the sales division and also has ample management experience,
having served as Executive Officer and as President of a subsidiary. Accordingly, the Company has determined that he canutilize his knowledge and experience to appropriately carry out his duties as Corporate Auditor, and therefore proposes hiselection.
April 1979
Joined THE TOKYO TOMIN BANK,LTD
June 2007
Director and Executive Officer of THE TOKYO TOMIN
BANK,LTD
June 2009
Director and Executive Managing Officer of THE TOKYOTOMIN BANK,LTD
Akihiro Kakizaki
June 2012
President of THE TOKYO TOMIN BANK,LTD
0
President of Tokyo TY Financial Group,Inc.
(November 18, 1955) October 2014
April 2016
Chairman of THE TOKYO TOMIN BANK,LTD
May 2018
Advisor of Kiraboshi Bank,Ltd. (current position)[Significant concurrent positions]
Advisor of Kiraboshi Bank,Ltd.
Auditor of THE TOKYO CHAMBER OF COMMERCE AND INDUSTRY[Reason for selection of the candidate for Outside Corporate Auditor]
Mr. Akihiro Kakizaki has long-standing experience in financial institutions and ample experience and extensive
discernment gained as a representative director. Accordingly, the Company has determined that he is appropriate tostrengthen the Company's audit system and therefore proposes his election.

(Notes) 1. There are no special interests between each candidate for Corporate Auditor and the Company.
2. Mr.Akihiro Kakizaki is a new candidate for Outside Corporate Auditor. He meets the requirements for Independent
Director/Auditor stipulated by the Tokyo Stock Exchange.
3. Subject to the approval of the election of Mr.Masashi Koike and Mr.Akihiro Kakizaki, the Company intends to enter into
an agreement to limit them 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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Proposal 4:

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 Saito(current position)(Yukako Oshimi)
0March 2019
Outside Corporate Auditor of FUJI SOFT INCORPORATED(August 11, 1976)(current position)
June 2019
Outside Corporate Auditor of KUREHA CORPORATION(candidate)[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 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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