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 6461)
June 6, 2019
To Shareholders with Voting Rights:
Akira Yamamoto
President
NIPPON PISTON RING CO., LTD.
Head Office: 5-12-10,
Honmachi-Higashi, Chuo-ku,
Saitama City, Saitama
NOTICE OF CONVOCATION OF
THE 125th 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 125th Annual General Meeting of Shareholders of NIPPON PISTON
RING CO., LTD. (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. Please review
the attached Reference Documents for the General Meeting of Shareholders, indicate your vote for oragainst the proposal on the enclosed Voting Rights Exercise Form and return it so that it is received by
5:30 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:

2F Hall, NPR Yono Building (the Company’s Head Office Building) located at
5-12-10, Honmachi-Higashi, Chuo-ku, Saitama City, Saitama, Japan

3. Meeting Agenda:
Matters to be reported: 1. The Business Report, Consolidated Financial Statements for the Company’s
123rd Fiscal Year (April 1, 2018 - March 31, 2019) and results of audits by
the Accounting Auditor and the Audit & Supervisory Board of theConsolidated Financial Statements
2. Non-consolidated Financial Statements for the Company’s 123rd Fiscal Year
(April 1, 2018 - March 31, 2019)
Proposals to be resolved:
Appropriation of Surplus
Proposal 1:
Election of 4 Directors
Proposal 2:

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When attending the meeting, please submit the enclosed Voting Rights Exercise Form at the reception
desk. In order to save resources, please bring this Notice with you to the meeting.
Notes to Consolidated Financial Statements and Notes to Non-consolidated Financial Statements areposted on the Company’s website (https://www.npr.co.jp/) in accordance with provisions of laws andregulations as well as Article 15 of the Company’s Articles of Incorporation and therefore are notprovided in the Notice. However, the Notes to Consolidated Financial Statements and Notes toNon-consolidated Financial Statements, as well as the Appendix to the Reported Matters, are subject
to audit by the Accounting Auditor and the Audit & Supervisory Board.
Should the Reference Documents for the General Meeting of Shareholders, the Business Report, theNon-consolidated Financial Statements and Consolidated Financial Statements require revisions, therevised versions will be posted on the Company’s website (https://www.npr.co.jp/).

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Proposal 1:
Appropriation of Surplus
It is proposed that the surplus be appropriated as indicated below.
1.

Matters Concerning Year-End Dividend
It is proposed that the year-end dividend for the 123rd fiscal year be as follows, taking into
consideration matters such as business results for the fiscal year under review and future businessdevelopment.
(1) Type of dividend
Cash(2) Matters concerning allotment of property to be distributed and total amount
45 yen per share of the Company’s common stock
Total amount of dividend: 370,093,590 yen
The annual dividend including the interim dividend will be 75 yen per share for the 123rd
fiscal year.
(3) Effective date of dividend of surplus
June 27, 20192.

Matters Concerning Other Appropriation of Surplus
Not applicable.

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Proposal 2:

Election of 4 Directors

The terms of office of Messrs. Teruo Takahashi, Masaaki Fujita, Ryosuke Nagumo, and Kan Ishii will
expire at the conclusion of this General Meeting of Shareholders. Accordingly, the election of 4 Directors isproposed.
The candidates are as follows.
No.

Name(Date of birth)

Past experience, positions, responsibilities,and significant concurrent positions
April 1981
April 2005
June 2006

12

Joined the Company
General Manager, Product Engineering Department II
Executive Officer with Development Division,
General Manager, Product Engineering Department II,Development Division
April 2009
Executive Officer and General Manager, Product Engineering
Department II, in charge of Technical Planning Department,
Product Engineering Department I, Product Engineering
Department II, and Research and Development Department
Director and General Manager, Product Engineering
June 2009
Department II, in charge of Technical Planning Department,Product Engineering Department I, Product Engineering
Department II, and Research and Development Department
February 2014
Director, in charge of Technical Planning Department, ProductEngineering Department I, Product Engineering Department II,
Teruo Takahashi
and New Product Business Promotion Department(February 10, 1959) April 2015
Director, in charge of Tochigi Plant, Technical Planning
Department, Product Engineering Department I, Product[Reappointment]
Engineering Department II, Research and Development
Department, and New Product Business Promotion Department
June 2016
Managing Director, in charge of Technical Planning
Department, Product Engineering Department I, ProductEngineering Department II, Research and Development
Department, and New Product Business Promotion Department
April 2018
Managing Director, in charge of Technical Planning
Department, Product Engineering Department I, ProductEngineering Department II, Research and Development
Department, and New Product Business Development
Department (to present)[Significant concurrent positions]
・President, NPR FUKUSHIMA WORKS CO., LTD.
・Director, NPR of America, Inc.
・Director, NPR AUTO PARTS MANUFACTURING INDIA PRIVATE LIMITED
Joined the Company
April 1984
General Manager, Corporate Planning Department
April 2005
President, NPR of America, Inc.
June 2006
Operating Officer, the Company
July 2012
President, NPR of America, Inc.
June 2013
Director, General Manager, Corporate Planning Department,in charge of Corporate Planning Department and Overseas
Masaaki Fujita
Operation Control Department(May 30, 1961)
Director, General Manager, Corporate Planning Department,
April 2015
in charge of Corporate Planning Department, Accounting and[Reappointment]
Finance Department and Overseas Operation Control
Department
Director, in charge of Corporate Planning Department,
April 2018
Accounting and Finance Department and Overseas Operation
Control Department (to present)[Significant concurrent positions]・Director, NPR IWATE CO., Ltd.

Number ofshares of theCompany held-4-4,700

4,784No.

Name(Date of birth)

Past experience, positions, responsibilities,
and significant concurrent positions
April 1975
April 1997
January 2003

3

Ryosuke Nagumo
June 2005(November 13, 1953)[Reappointment]

January 2006
June 2007
June 2014
June 2015
April 1977
March 2001
June 2003

4

June 2005
Kan Ishii(February 11, 1954) June 2006
[Reappointment]

June 2008
October 2008
January 2010
August 2011
August 2015
June 2017
June 2018

Joined RHYTHM WATCH CO., LTD.
General Manager, FV Sales, Domestic Sales Division,
RHYTHM WATCH CO., LTD.
General Manager, Tokyo Branch, Domestic Sales Division,
RHYTHM WATCH CO., LTD.
Director, General Manager, Tokyo Branch, Domestic SalesDivision, RHYTHM WATCH CO., LTD.
Director, General Manager, Sales Headquarters, Domestic SalesDivision, RHYTHM WATCH CO., LTD.
President and Representative Director, RHYTHM KAIHATSU
CO., LTD.
Part-time Advisor, RHYTHM WATCH CO., LTD.
Director, the Company (to present)
Joined Japan Development Bank (present Development Bank ofJapan, Inc.)
Head of Treasury Department, Development Bank of Japan, Inc.
Head of Project Finance Department, Development Bank ofJapan, Inc.
Head of Credit Analysis Department, Development Bank ofJapan, Inc.
Branch Manager, Kyushu Branch, Development Bank of Japan,Inc.
Executive Director, Development Bank of Japan, Inc.
Managing Executive Officer, Development Bank of Japan, Inc.
Deputy Trustee, Japan Airlines Co., Ltd.
President and C.E.O., Fukuoka Jisho Co., Ltd.
Vice Chairman/Director, Fukuoka Jisho Co., Ltd.
Director, the Company (to present)
Director, The Nishinippon Shimbun Co., Ltd. (to present)

Number ofshares of theCompany held

9000(Notes)
1.
2.

3.

4.

There are no special interests between the candidates for Directors and the Company.
Messrs. Ryosuke Nagumo and Kan Ishii are candidates for Outside Directors. The Company reported them asindependent directors as stipulated by Tokyo Stock Exchange, Inc. If the reappointment of Messrs. Nagumo and Ishii
is approved as proposed, they will continue to be reported as independent directors.
Messrs. Ryosuke Nagumo and Kan Ishii are incumbent Outside Directors of the Company and their terms of office as
Outside Directors at the conclusion of this Annual General Meeting of Shareholders are as follows.
Mr. Ryosuke Nagumo: four years
Mr. Kan Ishii: two years
Limited liability agreement with the candidates for Directors
The Company has entered into an agreement with Messrs. Ryosuke Nagumo and Kan Ishii in accordance with Article
427, Paragraph 1 of the Companies Act to limit his liability pursuant to Article 423, Paragraph 1 of the Companies Act.
If Messrs. Nagumo and Ishii are elected, the Company intends to continue the limited liability agreement with them.
The maximum amount of liability pursuant to the agreement is the amount stipulated by laws and regulations.

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