Translation: Please note that the following purports to be an accurately translated
excerpt of the original Japanese version prepared for the convenience of investors
outside Japan. However, in the case of any discrepancy between the translation and
the Japanese original, the latter shall prevail.
Stock Exchange Code: 3105
June 4, 2015

Dear Shareholders:Nisshinbo Holdings Inc.
2-31-11, Ningyo-cho, Nihonbashi, Chuo-ku, Tokyo

Masaya Kawata
President and Representative Director

Notice of Convocation of
The 172nd Ordinary General Meeting of Shareholders
You are cordially invited to attend the 172nd Ordinary General Meeting of Shareholdersof Nisshinbo Holdings Inc. (the “Company”).
If you are unable to attend the aforesaid meeting, you can exercise your votes
through either of the methods stated below. The Company respectfully requests you
to study the “Reference Document Concerning the General Meeting of Shareholders”
below and exercise your voting rights on or before 5:00 p.m. (JST) June 25, 2015
(Thursday):[In case of exercising voting rights by mail]Please indicate on the Voting Rights Exercise Form enclosed herewith your consent or
dissent to the items on the agenda, and return the form to be received by the Company bymail on or before the time limit stated above.
[In case of exercising voting rights via the Internet]
Please log in and indicate whether you approve or disapprove the items on the agenda by thetime limit stated above upon making reference to “Procedures for exercising voting rights by
the Internet” (though available for Japanese resident shareholders only).

PARTICULARS
1.

Date and Time of the Meeting:
Friday, June 26, 2015 at 10:00 a.m.

2.

Place of the Meeting:Large Conference Room, 7th Floor, Head Office of the Company at 2-31-11,
Ningyo-cho, Nihonbashi, Chuo-ku, Tokyo, Japan1

3.

Matters to be dealt with at the Meeting:
Matters to be Reported:
1. Report on the Business Report, the Consolidated Financial
Statements for the 172nd Fiscal Year (from April 1, 2014 to March
31, 2015) and the Results on the Audits of Consolidated Financial
Statements by the Accounting Auditor and the Audit & Supervisory
Board.
2. Report on the Non-Consolidated Financial Statements for the 172nd
Fiscal Year (April 1, 2014 to March 31, 2015).
Matters to be Resolved:

4.

Partial Amendment to the Articles ofIncorporation

Second Item of Business:

Election of Thirteen (13) Directors

Third Item of Business:

Election of Four (4) Audit & Supervisory
Board Members

Fourth Item of Business:

Election of One (1) Substitute Audit &Supervisory Board Member

Fifth Item of Business:

DeterminationofAmountsofRemuneration for Directors by Stock
Acquisition
Rightsas
Stock
Compensation-Type Stock Options andthe Details thereof

Sixth Item of Business:

Issue of Stock Acquisition Rights as
Stock Options

Matters related to Exercise of Voting Rights:
(1)
(2)
(3)

5.

First Item of Business:

In the event that a shareholder exercises voting rights both via return mail(Voting Rights Exercise Form) and the Internet, the Company will consider
the exercise of voting rights via the Internet to be valid.
In the event that a shareholder exercises voting rights via the Internet morethan once, the Company will consider the last exercise of voting rights to bevalid.
In the event that a shareholder exercises voting rights through an agent, theagent shall be a shareholder having a voting right. Furthermore, a document
verifying the power of attorney shall be submitted to the Company.

Matters related to document attached to the Notice of Convocation andReference Document Concerning the General Meeting of Shareholders(1)

Among documents to be attached to the Notice of Convocation,
following matters are made available on the Company’s website pursuant to
the relevant laws and regulations, and the Articles of Incorporation of theCompany, but are not stated in the documents attached to the Notice ofConvocation.
① Notes to Consolidated Financial Statements
2② Notes to Non-Consolidated Financial Statements(2)

If there is any amendment to the contents of the Business Report, theConsolidated Financial Statements, the Non-consolidated Financial
Statements, the Reference Document Concerning the General Meeting of
Shareholders, the Company will announce such amendment on the
Company’s website (in only Japanese).
The Company’s homepage: http://www.nisshinbo.co.jp/[To Institutional Investors]
You may use the "electronic proxy-voting platform" for electromagnetic voting for the
General Shareholders Meeting of the Company.

3

Reference Document Concerning the General Meeting of Shareholders
Item of Business and reference matter
First Item of Business: Partial Amendment to the Articles of Incorporation
1.

Reason for amendment
Due to the law amending a part of the Companies Act (Law No. 90 of 2014)
enforced on and after May 1, 2015, the range of Directors and Audit &Supervisory Board Members who may enter into an liability limiting agreement
to the Company is widened, in connection with which Articles 26 and 34 of the
Articles of Incorporation of the Company are proposed to be amended with aview to enabling non-executive Directors and Audit & Supervisory Board
Members other than Outside Audit & Supervisory Board Members to discharge
their expected duties to the full extent.
Moreover, each of the Audit & Supervisory Board Members has consented to the
proposed amendment to Article 26 of the Articles of Incorporation.

2.

Details of amendment
The details of amendment are as follows:(The underlined parts are changed parts.)

Current Articles of Incorporation

Proposed changes(Exemption from Liability of Directors)(Exemption from Liability of Directors)
Article 26
Article 26
Pursuant to the provisions of Article(No changes)
426, Paragraph 1 of the Companies
Act, the Company may exempt a
Director (including ex-Director) fromthe liabilities for damages set forth in
Article 423, Paragraph 1 of theCompanies Act to the extent provided
for in laws and regulations by aresolution of the Board of Directors.
2. Pursuant to the provisions of Article 2. Pursuant to the provisions of Article
427, Paragraph 1 of the Companies
427, Paragraph 1 of the Companies Act,
the Company may enter into an
Act, the Company may enter into anagreementwithanOutsideagreement with a Director (excluding
Director limiting the liabilities for
executive Director, etc.) limiting thedamages as defined in Article 423,
liabilities for damages as defined in
Paragraph 1 of the Companies Act;
Article 423, Paragraph 1 of theProvided, however, that such liabilities
Companies Act; Provided, however,limit shall be a prescribed amount of 5that such liabilities limit shall be aprescribed amount of 5 million yen or
million yen or more, or an amountprovided for in laws and regulations,more, or an amount provided for inwhichever is higher.
laws and regulations, whichever ishigher.
(Exemption from Liability of Audit & (Exemption from Liability of Audit &Supervisory Board Members)
Supervisory Board Members)
Article 34
Article 34
Pursuant to the provisions of Article(No changes)
426, Paragraph 1 of the Companies
Act, the Company may exempt an
Audit & Supervisory Board Member4

(including ex-Audit & Supervisory
Board Member) from the liabilities fordamages set forth in Article 423,
Paragraph 1 of the Companies Act tothe extent provided for in laws andregulations by a resolution of theBoard of Directors.
2. Pursuant to the provisions of Article 2. Pursuant to the provisions of Article
427, Paragraph 1 of the Companies Act,
427, Paragraph 1 of the Companies
Act, the Company may enter into an
the Company may enter into anagreement with an Outside Audit &agreement with an Audit &Supervisory Board Member limiting
Supervisory Board Member limiting
the liabilities for damages as defined in
the liabilities for damages as defined
Article 423, Paragraph 1 of thein Article 423, Paragraph 1 of theCompanies Act; Provided, however,Companies Act; Provided, however,that such liability limit shall be athat such liability limit shall be aprescribed amount of 5 million yen orprescribed amount of 5 million yen or
more, or an amount provided for in
more, or an amount provided for inlaws and regulations, whichever islaws and regulations, whichever ishigher.
higher.

5

Second Item of Business: Election of Thirteen (13) Directors
The term of office of all of the twelve Directors will expire at the conclusion of this
General Meeting. Thirteen (13) Directors including four (4) Outside Directors are proposed
to be elected.
The candidates are as follows:(*indicates candidate for Director to be newly appointed.)
No.

Name

Brief personal profile, title, responsibilities and significant(Date of Birth)concurrent positions at companies other than the Company

Company’s
shares held

April 1969
June 2001

1

Joined the Company.
Director and General Manager of Accounting
and Finance Division of the Company
June 2004
Executive Director of the Company.
June 2006
Director, Executive Managing Officer andGeneral Manager of General Affairs Divisionof the Company (served concurrently)
April 2007
Director, Senior Executive Managing Officer
and General Manager of Paper Products
Division of the Company (served concurrently)
April 2008
Chief of Business Support Center of theCompany (served concurrently)
Shizuka Uzawa
April 2009
President and Representative Director of(January 30, 1946)
Nisshinbo Paper Products Inc.
June 2009
President and Representative Director of theCompany
June 2013
Chairman and Representative Director of theCompany (to the present)(Significant concurrent positions at companies other than the
Company)
Outside Director of Japan Radio Co., Ltd.
Outside Director of New Japan Radio Co., Ltd.
Outside Director of Nagano Japan Radio Co., Ltd.
Outside Director of Japan Finance Corporation
Outside Director of Sapporo Holdings Limited

Number of

6

72,532

April 1975
June 2006
April 2007
June 2007
April 2008
April 2009
2

Masaya Kawata

June 2010(April 20, 1952)

June 2011

June 2012

June 2013

Joined the Company.
Managing Officer and General Manager of
Human Resources Division of the Company
Deputy General Manager of Accounting and
Finance Division of the Company (served
concurrently)
Director of the Company
Deputy Chief of Business Support Center of
the Company
President and Representative Director of
Nisshinbo Brake Inc.
Director and Executive Managing Officer of
the Company
Deputy Chief of Corporate Strategy Center
and General Manager of Business
Development Division of the Company(served concurrently)
President and Representative Director of
Nisshinbo Chemical Inc.
Director and Senior Executive Managing
Officer of the Company
President and Representative Director of
Nisshinbo Mechatronics Inc.
President and Representative Director of theCompany (to the present)

7

49,392

April 1982
April 2008

3

Joined the Company
Managing Officer, Senior Manager ofCorporate Governance Department ofCorporate Strategy Center, Senior Manager
of Human Resources & Administration
Service Department of Business Support
Center (served concurrently) and General
Manager of Property Management
Department of the Company (served
concurrently)
April 2009
Deputy Chief of Business Support Center(served concurrently), Senior Manager ofCorporate Strategy Department of Corporate
Strategy Center (served concurrently) andSenior Manager of Finance and Accounting &IT
Service Department of Business Support
Masahiro Murakami
Center of the Company (served concurrently)(September 7, 1958) June 2010
Director and Chief of Business Support
Center of the Company (served concurrently)
January 2012
Responsible for Property Management
Department of the Company (to the present)
June 2012
Director, Executive Managing Officer (to thepresent) and Deputy Chief of Corporate
Strategy Center of the Company (served
concurrently)
June 2014
Chief of Corporate Strategy Center of theCompany (served concurrently, to thepresent)
Chairman and Director of Nisshinbo Paper
Products Inc. (to the present)(Significant concurrent positions at companies other than the
Company)
Chairman and Director of Nisshinbo Paper Products Inc.

8

14,000April 1971
June 2005

4

Joined Japan Radio Co., Ltd.
Director in charge of Public Sector Businessof Japan Radio Co., Ltd.
April 2006
In charge of Solution Business Division,
Marine Electronics Division and Special
Equipment Division and General Manager ofSales & Marketing Division of Japan Radio
Co., Ltd.
April 2008
Director, Managing Officer and General
Manager of Solution Business Division ofJapan Radio Co., Ltd.
Takayoshi Tsuchida April 2009
Assistant of Operations and General
Manager of Sales & Marketing of Japan(January 26, 1949)
Radio Co., Ltd.
June 2010
Representative Director, Executive Managing
Officer in charge of Operations and Sales &Marketing of Japan Radio Co., Ltd.
June 2011
President and Representative Director ofJapan Radio Co., Ltd. (to present)
June 2014
Director and Managing Officer of theCompany (to the present)(Significant concurrent positions at companies other than the
Company)
President and Representative Director of Japan Radio Co., Ltd.

9

1,000

April 1981
April 2009

5

6

Joined the Company
Director, Managing Officer and General
Manager of Household Paper Division of
Nisshinbo Paper Products Inc.
June 2010
Director and Managing Officer of theCompany (to the present)
President and Representative Director, andGeneral Manager of Specialty Paper Divisionof Nisshinbo Paper Products Inc. (served
concurrently)
Nobuyuki Hagiwara June 2013
Chairman and Director of Nisshinbo Paper
Products Inc.
(March 16, 1959)
Vice President and Representative Director of
Nagano Japan Radio Co., Ltd.
June 2014
President and Representative Director of
Nagano Japan Radio Co., Ltd. (to thepresent)(Significant concurrent positions at companies other than the
Company)
President and Representative Director of Nagano Japan Radio
Co., Ltd
Outside Director of Japan Radio Co., Ltd.
April 1981
Joined the Company
April 2007
Managing Officer and Manager of Strategic
Planning Department and Overseas
Operation Department of Brake Division of
the Company (serviced concurrently)
April 2009
Director, Executive Managing Officer andGeneral Manager of Administration Divisionof Nisshinbo Brake Inc.
April 2010
Director, Vice President and General
Manager of Sale & Marketing Division of
Nisshinbo Brake Inc.
April 2011
General Manager of Production Division of
Koji Nishihara
Nisshinbo Brake Inc.
June 2011
Director and Managing Officer of the(April 13, 1958)
Company (to the present)
President and Representative Director of
Nisshinbo Brake Inc. (to the present)
January 2012
Responsible for Brake Business of theCompany
June 2012
Responsible for Supervising Brake Businessof the Company (to the present)(Significant concurrent positions at companies other than the
Company)
President and Representative Director of Nisshinbo Brake Inc.
Co-Representative Director of SAERON AUTOMOTIVECORPORATION

10

15,06016,060April 1979
April 2007

7

8

Joined the Company
Managing Officer and Deputy General
Manager of Paper Products Division of theCompany
April 2009
Director, Managing Officer, General
Manager of Strategic Planning Department
and General Manager of Specialty Paper
Division of Nisshinbo Paper Products Inc.
(served concurrently)
June
2010
Managing Officer (to the present) andToshihiro Kijima
Deputy General Manager of Business(July 4, 1956)
Development Division of the Company
Director and Senior Executive Managing
Officer of Nisshinbo Chemical Inc.
June 2012
Vice President and Director of Nisshinbo
Chemical Inc.
June 2013
Director and General Manager of Business
Development Division of the Company (tothe present)
President and Representative Director of
Nisshinbo Chemical Inc.
April 1981
Joined the Company
January 2007
Assistant Manager of Miai Plant
July 2007
Joined ALOKA CO., LTD.
June 2009
Director in charge of General Affairs andGeneral Manager of Internal Control
Promotion Department of ALOKA CO., LTD.
June 2011
Managing Officer, Senior Manager of CSR
Department and Corporate Strategy
Department of Corporate Strategy Center(served concurrently), and Senior Manager ofOverseas Administration Service
Department of Business Support Center of
Takayoshi Okugawa
the Company (served concurrently)
June
2012
Director, Senior Executive Managing Officer(September 13, 1957)
and General Manager of Business
Administration Department of Nisshinbo
Mechatronics Inc.
June 2014
Director, Managing Officer (to the present)
and Chief of Business Support Center of theCompany (to the present)(Significant concurrent positions at companies other than the
Company)
Outside Audit & Supervisory Board Member of Japan Radio
Co., Ltd.
Outside Audit & Supervisory Board Member of New Japan
Radio Co., Ltd.

11

9,000

11,000April 1983
January 2008

9

10

Joined the Company
Manager of Human Resources Department
and Labor Administration Department of
Human Resources Division of the Company(served concurrently)
April 2009Managing Officer (to the present), Senior
Manager of Corporate Governance
Department of Corporate Strategy Centerand Senior Manager of Human Resources &Kazunori Baba
Administration Service Department of
Business Support Center of the Company(September 1, 1959)(served concurrently)
June 2013
Deputy Chief of the Business Support Centerof the Company (served concurrently)
June 2014
Director of the Company (to the present)
President and Representative Director of
Nisshinbo Textile Inc. (to the present)(Significant concurrent positions at companies other than the
Company)
President and Representative Director of Nisshinbo Textile Inc.
April 1959
Joined Fukoku Mutual Life Insurance
Company
July 1984
Director of Fukoku Mutual Life Insurance
Company
March 1989
Managing Director of Fukoku Mutual Life
Insurance Company
July 1998
President and Representative Director of
Fukoku Mutual Life Insurance Company
June 2003
Audit & Supervisory Board Member of theCompany
Tomofumi Akiyama
June 2006
Director of the Company (to the present)(August 13, 1935) July 2010
Chairman and Director of Fukoku MutualLife Insurance Company (to the present)(Significant concurrent positions at companies other than the
Company)
Chairman and Director of Fukoku Mutual Life Insurance
Company
Outside Director of FUJIKYUKO CO., LTD.
Outside Director of Imperial Hotel, Ltd.
Outside Director of Tokyo Dome Corporation
Outside Director of Showa Denko K.K.

12

3,060

0

April 1963

11

Public Prosecutor of Tokyo District Court
Public Prosecutors Office
January 1981
Director of Juvenile Division of Criminal
Affairs Bureau of Ministry of Justice
August 1985
Special Trial Director of Tokyo High Public
Prosecutors Office
August 1987
Special Investigation Director of Tokyo
District Court Public Prosecutors Office
September 1989 Public Prosecutor of Supreme Public
Prosecutors Office
December 1991 Chief Prosecutor of Mito District Court
Public Prosecutors Office
July 1993
Director-General of the Correction Bureau of
Ministry of Justice
July 1995
Director of the Criminal Affairs Bureau ofSupreme Public Prosecutors OfficeNoboru Matsuda
June 1996
Deputy Governor of Deposit Insurance(December 13, 1933)
Corporation of Japan
June 2004
Advisor of Deposit Insurance Corporation ofJapan
June 2004
Chairman of Business Ethics Committee ofMitsubishi Motors Corporation (to thepresent)
September 2004 Registered as attorney-at-law (to thepresent)
June 2012
Director of the Company (to the present)(Significant concurrent positions at companies other than the
Company)
Outside Director of Japan Radio Co., Ltd.
Outside Corporate Auditor of HAKUHODO Inc.
Outside Director of Mitsubishi UFJ NICOS Co., Ltd.
Outside Corporate Auditor of Osaka Headquarters of Yomiuri
Shimbun130April 1989

12

13

Professor of Faculty of Commerce andManagement of Hitotsubashi University
December 1997 Ph.D. of Commerce and Management of
Hitotsubashi University
August 2000
Dean of Graduate School of Commerce andManagement and Faculty of Commerce andManagement of Hitotsubashi University
April 2003
Executive Vice President of Hitotsubashi
University
May 2004
President of Japan Society of Monetary
Yoshinori Shimizu
Economics
May
2010
Executive Director of Japan Society of(February 9, 1948)
Monetary Economics
April 2011
Professor Emeritus of Hitotsubashi
University (to the present) and Specially
Appointed Professor of Graduate School ofCommerce and Management of Hitotsubashi
University
June 2012
Director of the Company (to the present)(Significant concurrent positions at companies other than the
Company)
Outside Director of Century Tokyo Leasing Corporation
Jointed Ryoka Systems Inc.
*Shinobu Fujino April 1987
June 2003
Opened counseling business (to the present)(July 13, 1957)(Notes)1.
Mr. Takayoshi Tsuchida is president and representative director of Japan Radio
Co., Ltd., a subsidiary of the Company, with which the Company has transaction
relationship for lending and borrowing fund.
2.
Mr. Nobuyuki Hagiwara is president and representative director of Nagano Japan
Radio Co., Ltd., with which the Company has transaction relationship for lending
fund.
3.
Mr. Koji Nishihara is a co-representative director of SAERON AUTOMOTIVECORPORATION, with which Nisshinbo Brake Inc., a wholly owned subsidiaryof the Company has transaction relationship for purchase of products, etc.
4.
There is no special interest between each of the other candidates and theCompany.
5.
Mr. Tomofumi Akiyama, Mr. Noboru Matsuda, Mr. Yoshinori Shimizu and Ms.
Shinobu Fujino are candidates for Outside Directors.
6.
Mr. Tomofumi Akiyama, Mr. Noboru Matsuda and Mr. Yoshinori Shimizu havebeen designated as Independent Officers provided for by the stock exchanges on
which the Company’s shares are listed and have been filed with the relevant stock
exchanges. Furthermore, in the event that Ms. Shinobu Fujino is elected as
Outside Director, she will be designated as Independent Officer and be filed withthe aforesaid stock exchanges.
7.
Reasons for Election of Candidates for Outside Directors are as follows:(1) We would like to ask shareholders to elect Mr. Tomofumi Akiyama as Outside
Director with a view to reflecting his experience engaging in management ofother companies to management of the Company. The term of his office as
Outside Director of the Company will have been nine (9) years at the
14

0

0

8.

9.

conclusion of this General Meeting. Furthermore, he had been in office ofOutside Audit & Supervisory Board Member of the Company for three (3)years prior to the assumption of office of Outside Director of the Company.
(2)
We would like to ask shareholders to elect Mr. Noboru Matsuda as Outside
Director with a view to reflecting his legal professional knowledge
accumulated through a prosecuting attorney and lawyer and experienceengaging in management of other companies to management of the Company.
The term of his office as Outside Director of the Company will have been three(3) years at the conclusion of this General Meeting.
(3)
We would like to ask shareholders to elect Mr. Yoshinori Shimizu as Outside
Director with a view to reflecting mainly his professional knowledge on
finance to management of the Company. The term of his office as Outside
Director of the Company will have been three (3) years at the conclusion ofthis General Meeting.
(4)
We would like to ask shareholders to elect Ms. Shinobu Fujino as Outside
Director with a view to reflecting mainly her professional knowledge andexperience on career counselor to management of the Company. Furthermore,
her name on the Family Registration is Ms. Shinobu Kato but her name on
business is Ms. Shinobu Fujino.
The Company has entered into a liability limiting agreement with Mr. Tomofumi
Akiyama, Mr. Noboru Matsuda and Mr. Yoshinori Shimizu, under which theliability for damages set forth in Article 423, Paragraph 1 of the Companies Act
shall be limited to prescribed 5 million yen, or an amount provided for in laws
and regulations, whichever is higher, on the assumption that he discharged his
duties in good faith and without gross negligence. In the event that each of themis reelected the agreement will be continued. Furthermore, in the event that Ms.
Shinobu Fujino is elected the Company is scheduled to enter into a liability
limiting agreement equivalent thereto with her.
Mr. Takayoshi Okugawa used to be a substitute audit & supervisory board
member of New Japan Radio Co., Ltd., but since an audit & supervisory board
member passed away, he has been in the office of outside audit & supervisoryboard member of New Japan Radio Co., Ltd. since May 27, 2015.

15

Third Item of Business: Election of Four (4) Audit & Supervisory Board Members
The term of office of all of the four (4) Audit & Supervisory Board Members will expire
at the conclusion of this General Meeting. Four (4) Audit & Supervisory Board Members
including two (2) Outside Audit & Supervisory Board Members are proposed to be elected.
The Audit & Supervisory Board has consented to this Item of Business.
The candidates are as follows:(*indicates candidate for Member to be newly appointed.)
No.

Name

Brief personal profile, title, responsibilities and significant(Date of Birth)concurrent positions at companies other than the Company

Company’s
shares held

April 1975
January 2004

1

2

Joined the Company
Manager of Brake System Department of
Nagoya Plant
October 2007 President and Director of NISSHINBO
Yoichi Fujiwara
SOMBOON AUTOMOTIVE CO., LTD.
(December 1, 1952) February 2011 President and Representative Director of
Nisshinbo Precision Instrument &Machinery Hiroshima Corporation
June 2014
Standing Audit & Supervisory Board
Member of the Company (to the present)
April 1978
Joined the Company
January 2007 Manager of Finance Department andAccounting Department of Accounting and*Takumi Ohmoto
Finance Division of the Company (served
concurrently)(May 30, 1955)
June 2010
Senior Manager of Finance, Accounting &IT Service Department of Business Support
Center of the Company (to the present)

Number of

16

7,166

9,000

April 1965
June 1993
June 1996
October 19973

Yo Kawakami(August 21, 1942)

June 1999
June 2000
April 2001
June 2004
June 2007
June 2008

Joined Central Glass Co., Ltd.
General Manager of Human Resources
Division of Central Glass Co., Ltd.
Director and General Manager of Human
Resources Division of Central Glass Co.,Ltd.
Director and General Manager of Osaka
Branch of Central Glass Co., Ltd.
Director and Senior Manager of President
Office of Central Glass Co., Ltd.
Representative Director and Executive
Managing Director of Central Glass Co.,
Ltd.
Representative Director, Executive
Managing Director and Senior Manager of
President Office of Central Glass Co., Ltd.
Representative Director, Vice President andManaging Officer of Central Glass Co., Ltd.
Special Counselor of Central Glass Co., Ltd.
Audit & Supervisory Board Member of theCompany (to the present)

170April 1976
March 1998

4

Joined Shikoku Chemicals Corporation
General Manager of Business Promotion
Department of Shikoku Chemicals
Corporation
October 1999 General Manager of General Affairs
Department of Shikoku Chemicals
Corporation
March 2002
General Manager of Accounting Departmentof Shikoku Chemicals Corporation
March 2004
Supervising Administration and General
Manager of Accounting Department of
Shikoku Chemicals Corporation
March 2005
In charge of planning and administration,
General Manager of Accounting Department
and Internal Audit Department of Shikoku
Chemicals Corporation
June 2005
Managing Officer in charge of planning andadministration and General Manager ofInternal Audit Department of Shikoku
Chemicals Corporation
Toshihiko Tomita
June 2006
Director, Managing Officer in charge of(May 3, 1952)planning and administration and General
Manager of Internal Audit Department of
Shikoku Chemicals Corporation
June 2007
Director, Executive Managing Officer incharge of planning and administration andSenior Manager of Internal Audit Departmentof Shikoku Chemicals Corporation
June 2007
Audit & Supervisory Board Member of theCompany (to the present)
March 2008
Director and Executive Managing Officer incharge of planning and administration of
Shikoku Chemicals Corporation
March 2013
Director and Senior Executive Managing
Officer in charge of planning andadministration of Shikoku Chemicals
Corporation (to the present)(Significant concurrent positions at companies other than the
Company)
Director and Senior Executive Managing Officer of Shikoku
Chemicals Corporation

10,000(Notes)1.
There is no special interest between each of the candidates and the Company.
2.
Both Mr. You Kawakami and Mr. Toshihiko Tomita are candidates for Outside
Audit & Supervisory Board Members.
3.
Mr. You Kawakami and Mr. Toshihiko Tomita have been designated as
Independent Officers provided for by the stock exchanges on which theCompany’s shares are listed and have been filed with the relevant stock
exchanges.
4.
Reasons for Election of Candidates for Outside Audit & Supervisory Board
Members are as follows:(1)
We would like to ask shareholders to elect Mr. You Kawakami as Outside18

5.

Audit & Supervisory Board Member with a view to reflecting his experienceengaging in management of other companies to guidance for executing theCompany’s business and audit of the Company. The term of his office as
Outside Audit & Supervisory Board Member will have been seven (7) years at
the conclusion of this General Meeting.
(2)
We would like to ask shareholders to elect Mr. Toshihiko Tomita as Outside
Audit & Supervisory Board Member with a view to reflecting his experienceengaging in management of other companies to guidance for executing theCompany’s business and audit of the Company. The term of his office as
Outside Audit & Supervisory Board Member will have been eight (8) years at
the conclusion of this General Meeting.
The Company has entered into a liability limiting agreement with Mr. You
Kawakami and Mr. Toshihiko Tomita, under which the liability for damages set
forth in Article 423, Paragraph 1 of the Companies Act shall be limited toprescribed 5 million yen, or an amount provided for in laws and regulations,whichever is higher, on the assumption that he discharged his duties in good faithand without gross negligence. In the event that each of them is reelected theagreement will be continued. Furthermore, in the event that Mr. Youichi Fujiwara
and Mr. Takumi Oomoto are elected or reelected, the Company is scheduled toenter into a liability limiting agreement equivalent thereto with each of them on
the assumption that the first Item of Business is approved as proposed.

Fourth Item of Business: Election of One (1) Substitute Audit & Supervisory Board
MemberIn preparation for a case in which the number in office of Audit & Supervisory Board
Members becomes less than the minimum number provided for in laws and regulations, wewould like to ask shareholders to elect one (1) Substitute Audit & Supervisory Board
Member in advance.
The Board of Audit & Supervisory Board Members has consented to this Item ofBusiness.
The candidate for Substitute Audit & Supervisory Board Member is as follows:
Name(Date of Birth)

Number of
Brief personal profile, title, responsibilities and significant
Company’s
concurrent positions at companies other than the Company
shares held

July 1971
September 1974
Satoru Iijima
April 1977
(October 15, 1947) April 1987
April 1987
January 2007

Joined the Ministry of Transport
Passed the national bar examination
Appointed as judge
Retired from office as judge
Registered as lawyer (to the present)
Advisor of Saitamaken Shinkin Bank

0(Notes)1.
There is no special interest between the candidate and the Company.
2.
Mr. Satoru Iijima is a candidate for Substitute Outside Audit & Supervisory
Board Members.
3.
Reason for election of the candidate for Substitute Outside Audit & Supervisory
Board Member is that his legal professional knowledge and experience19

4.

accumulated through a judge and lawyer will be reflected to guidance for
executing the Company’s business and audit of the Company.
In the event that the number in office of Audit & Supervisory Board Member isless than legal requirement, and Mr. Satoru Iijima assumes the office of Outside
Audit & Supervisory Board Member, the Company is scheduled to enter into aliability limiting agreement with him, under which the liability for damages set
forth in Article 423, Paragraph 1 of the Companies Act shall be limited toprescribed 5 million yen, or an amount provided for in laws and regulations,whichever is higher, on the assumption that he discharged his duties in good faithand without gross negligence.

Fifth Item of Business: Determination of Amounts of Remuneration for Directors by
Stock Acquisition Rights as Stock Compensation-Type Stock
Options and the Details thereof
For the purpose of enhancing the motivation and morale of Directors (excluding
Outside Directors) of the Company in terms of enhancement of corporate value andcommon interest of shareholders, and promoting management of the Company withemphasis on shareholders and stock price, we would like to ask shareholders to approveto allot stock acquisition rights to Directors (excluding Outside Directors) to the extent
of 40 million yen per annum.
The above amounts of remuneration are calculated in accordance with the calculation
method generally accepted for fair value and are not included in the aggregate
remuneration to Directors in group of “not more than 400 million yen per year”, which
was approved at the 162nd Ordinary General Meeting of Shareholders held on June 29,
2005. Furthermore, in the event that the Second Item of Business is approved asoriginally proposed, the number of Directors to whom the stock acquisition rights areallotted is nine (9).
Details of Stock Acquisition Rights to be allotted as remuneration(1) Total number of stock acquisition rights:
Up to 75 stock acquisition rights.
(2) Type and number of shares to be issued upon exercise of stock acquisition rights:
The upper limit of common stock of the Company to be allotted shall be 75,000
shares and the number of shares to be issued upon exercise of one stock acquisitionright shall be 1,000 shares (the “Number of Allotted Shares”).
Furthermore, in the event that on and after the date on which stock acquisitionrights are issued (the “Issue Date”) shares of the Company are split or consolidated
the number of shares to be issued upon exercise of stock acquisition rights shall be
adjusted in proportion to the ratio of such split or consolidation of shares. Provided,
however, that such adjustment shall be made only for the number of shares to beissued upon exercise of stock acquisition rights unexercised at the time of the stock
split or stock consolidation, and any fractional shares less than one share resulting
from such adjustment shall be disregarded.
(3) Amount to be paid for the issue of stock acquisition rights:
No amount in cash shall be required to be paid for the issue of stock acquisitionrights.
(4) Amount of the property to be contributed upon exercise of stock acquisition rights:
20

Amount of the property to be contributed upon exercise of each stock acquisitionright shall be the amount obtained by multiplying the amount to be paid per share to
be delivered upon exercise of the stock acquisition right (the “Exercise Price”) by
the Number of Allotted Shares. The Exercise Price shall be an amount obtained bymultiplying the average of the closing prices of the Company’s shares of common
stock in the ordinary trading on each of the days (other than days on which no
trading of the Company’s shares was executed) of the month immediately prior tothe month into which the Issue Date falls on the Tokyo Stock Exchange by 1.05
with any fraction less than one (1) yen being rounded up to full one (1) yen;
Provided, however, that if the amount so obtained is lower than the closing price of
the Company’s share on the Issue Date, the Exercise Price shall be the closing priceon the Issue Date. In the event that on and after the Issue Date the Company splits
or consolidates shares of common stock of the Company, the Exercise Price shallbe adjusted in accordance with the following formula with any fraction less thanone (1) yen resulting from adjustment being rounded up to full one (1) yen.
Exercise Priceafter adjustment=

Exercise Price
before adjustment

1
Ratio of split or consolidationx

Furthermore, in the event on and after the Issue Date the Company issues sharesof common stock or disposes of treasury stock at the issue price lower than the thenmarket price, the Exercise Price shall be adjusted in accordance with the following
formula with any fraction less than one (1) yen resulting from adjustment being
rounded up to full one (1) yen; Provided, however, that if shares are issued ortreasury stock is disposed of upon exercise of stock acquisition rights, the Exercise
Price shall not be adjusted.

Exercise
Price after
adjustment=

Exercise
Price before
adjustment

Number of sharesalready issuedx+Number of sharesalready issued

Number of shares
newly issued(or disposed)xAmount paid
per share

Current market price per share+

Number of shares
newly issued (or disposed)

In the above formula, “number of shares already issued” means the total number ofshares of common stock in issue deducted by the number of treasury stock ofcommon stock.
(5) Exercise period of stock acquisition rights:
On and after August 1, 2017 to July 31, 2022 (inclusive)(6) Conditions for exercise of stock acquisition rights:
(i)

(ii)
(iii)

Holders of stock acquisition rights may exercise their stock acquisitionrights only while they are in the office of Directors; Provided, however, thatin the event that he resigns due to expiration of his term or justifiable cause,the foregoing shall not be applicable.
Stock acquisition rights shall not be allowed to be inherited.
Any other condition for exercise shall be provided for in an allotment
agreement to be entered into between the Company and Director to whom
stock acquisition rights are allotted upon resolutions of this Ordinary21

General Meeting of Shareholders and the Board of Directors of theCompany.
(7) Matters related to Paid-in Capital and Capital Reserve to be increased as a result ofissue of shares upon exercise of stock acquisition rights:(i) The paid-in capital shall increase by a half of the increase limit in capital, etc.
calculated in accordance with Article 17, Paragraph 1 of the Companies
Accounting Regulation in the event that shares are issued upon exercise ofstock acquisition rights, with any fraction less than one (1) yen resulting from
calculation being rounded up to full one (1) yen.
(ii) Amount increased in the capital reserve shall be an amount obtained bysubtracting the increase of the paid-in capital stated in (i) above from theincrease limit in capital, etc. stated in (i) above in the event that shares areissued upon exercise of stock acquisition rights.
(8) Event of acquisition of stock acquisition rights:
In case that a proposed merger agreement in which the Company is dissolved, or a
proposed company split agreement or company split plan in which the Company
is split, or a proposed share exchange or share transfer agreement in which theCompany becomes a wholly-owned subsidiary of another company, is approvedat the General Meeting of Shareholders of the Company, the Company may
acquire stock acquisition rights without compensation on the date separately
determined by the Board of Directors.
(9) Transfer of stock acquisition rights:
Transfer of stock acquisition rights shall be subject to approval of the Board of
Directors of the Company.
(10) Delivery of stock acquisition rights upon merger, etc. of the Company:
In case of a merger, absorption-type company split, newly incorporation-typecompany split, or share exchange or transfer, the Company may deliver stockacquisition rights of the company surviving the merger, etc. to holders of stockacquisition rights in accordance with the relevant agreement or plan.
Sixth Item of Business: Issue of Stock Acquisition Rights as Stock Options
We would like to ask shareholders to approve the determination of subscription
requirements of stock acquisition rights to be issued without compensation as stock options
to Managing Officers (excluding Directors, the same applicable hereafter) and employees
pursuant to the provisions of Articles 236, 238 and 239 of the Companies Act as follows:1.

Reasons for issue of stock acquisition rights with specially favorable condition
For the purpose of enhancing the motivation and morale of Managing Officers andemployees of the Company in terms of enhancement of corporate value and common
interest of shareholders, stock acquisition rights will be issued without compensation
to execute the stock option system.

2.

Details of Stock Acquisition Rights
22

(1) Persons to be allotted with stock acquisition rights:
Persons whom the Board of Directors designates from among Managing Officers
and employees for the reason that they are in important position of the Company
from a viewpoint of management of the Company (the “Allottee”).
(2) Total number of stock acquisition rights:
Up to 125 stock acquisition rights.
(3) Type and number of shares to be issued upon exercise of stock acquisition rights:
The upper limit of common stock of the Company to be allotted shall be 125,000
shares and the number of shares to be issued upon exercise of one stock acquisitionright shall be 1,000 shares (the “Number of Allotted Shares”).
Furthermore, in the event that on and after the date on which stock acquisitionrights are issued (the “Issue Date”) shares of the Company are split or consolidated
the number of shares to be issued upon exercise of stock acquisition rights shall be
adjusted in proportion to the ratio of such split or consolidation of shares. Provided,
however, that such adjustment shall be made only for the number of shares to beissued upon exercise of stock acquisition rights unexercised at the time of the stock
split or stock consolidation, and any fractional shares less than one share resulting
from such adjustment shall be disregarded.
(4) Amount to be paid for the issue of stock acquisition rights:
No amount in cash shall be required to be paid for the issue of stock acquisitionrights.
(5) Amount of the property to be contributed upon exercise of stock acquisition rights:
Amount of the property to be contributed upon exercise of each stock acquisitionright shall be the amount obtained by multiplying the amount to be paid per share to
be delivered upon exercise of the stock acquisition right (the “Exercise Price”) by
the Number of Allotted Shares. The Exercise Price shall be an amount obtained bymultiplying the average of the closing prices of the Company’s shares of common
stock in the ordinary trading on each of the days (other than days on which no
trading of the Company’s shares was executed) of the month immediately prior tothe month into which the Issue Date falls on the Tokyo Stock Exchange by 1.05
with any fraction less than one (1) yen being rounded up to full one (1) yen;
Provided, however, that if the amount so obtained is lower than the closing price of
the Company’s share on the Issue Date, the Exercise Price shall be the closing priceon the Issue Date. In the event that on and after the Issue Date the Company splits
or consolidates shares of common stock of the Company, the Exercise Price shallbe adjusted in accordance with the following formula with any fraction less thanone (1) yen resulting from adjustment being rounded up to full one (1) yen.
Exercise Priceafter adjustment=

Exercise Price
before adjustmentx

1
Ratio of split or consolidation

Furthermore, in the event on and after the Issue Date the Company issues shares ofcommon stock or disposes of treasury stock at the issue price lower than the thenmarket price, the Exercise Price shall be adjusted in accordance with the following
formula with any fraction less than one (1) yen resulting from adjustment being
rounded up to full one (1) yen; Provided, however, that if shares are issued or23treasury stock is disposed of upon exercise of stock acquisition rights, the Exercise
Price shall not be adjusted.

Exercise
Price after
adjustment=

Exercise
Price before
adjustment

Number of sharesalready issuedx+Number of sharesalready issued

Number of shares
newly issued(or disposed)xAmount paid
per share

Current market price per share+

Number of shares
newly issued (or disposed)

In the above formula, “number of shares already issued” means the total number ofshares of common stock in issue deducted by the number of treasury stock ofcommon stock.
(6) Exercise period of stock acquisition rights:
On and after August 1, 2017 to July 31, 2022 (inclusive).
(7) Conditions for exercise of stock acquisition rights:
(i)

(ii)
(iii)

Holders of stock acquisition rights may exercise their stock acquisitionrights only while they are in the office of Directors, Audit & Supervisory
Board Members, Managing Officers, employees of the Company; Provided,
however, that in the event that Director, Audit & Supervisory Board
Member or Managing Officer resigns due to expiration of his term or
employee retires upon reaching the age limit or justifiable cause, theforegoing shall not be applicable.
Stock acquisition rights shall not be allowed to be inherited.
Any other condition for exercise shall be provided for in an allotment
agreement to be entered into between the Company and the Allottee upon
resolutions of this Ordinary General Meeting of Shareholders and the Boardof Directors of the Company.

(8) Matters related to Paid-in Capital and Capital Reserve to be increased as a result ofissue of shares upon exercise of stock acquisition rights:(i)

The paid-in capital shall increase by a half of the increase limit in capital,
etc. calculated in accordance with Article 17, Paragraph 1 of the Companies
Accounting Regulation in the event that shares are issued upon exercise ofstock acquisition rights, with any fraction less than one (1) yen resulting
from calculation being rounded up to full one (1) yen.

(ii)

Amount increased in the capital reserve shall be an amount obtained bydeducting the increase of the paid-in capital stated in (i) above from theincrease limit in capital, etc. stated in (i) above in the event that shares areissued upon exercise of stock acquisition rights.

(9) Event of acquisition of stock acquisition rights:
In case that a proposed merger agreement in which the Company is dissolved, or a
proposed company split agreement or company split plan in which the Company issplit, or a proposed share exchange or share transfer agreement in which theCompany becomes a wholly-owned subsidiary of another company, is approved at
the General Meeting of Shareholders of the Company, the Company may acquire
stock acquisition rights without compensation on the date separately determined by
the Board of Directors.
24(10) Transfer of stock acquisition rights:
Transfer of stock acquisition rights shall be subject to approval of the Board of
Directors of the Company.
(11) Delivery of stock acquisition rights upon merger, etc. of the Company:
In case of a merger, absorption-type company split, newly incorporation-typecompany split, or share exchange or transfer, the Company may deliver stockacquisition rights of the company surviving the merger, etc. to holders of stockacquisition rights in accordance with the relevant agreement or plan.

- End -

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