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 shall prevail.

Securities Code: 6235
March 9, 2018
To our shareholders:Ihei Hayashi
Representative Director and President
Optorun Co., Ltd.
10-1, Takeno, Kawagoe-shi, Saitama

Notice of the 19th Annual General Meeting of Shareholders
You are cordially invited to attend the 19th Annual General Meeting of Shareholders of Optorun Co., Ltd. (the“Company”), which will be held as indicated below.
If you are unable to attend the meeting in person, you may exercise your voting rights in writing. Please indicate
your approval or disapproval of the proposals in the enclosed voting form, and then return the form to the Company
by postal mail so that your vote is received by 5:30 p.m. on Tuesday, March 27, 2018 (JST).
[Gifts for Shareholders]
Please be aware that there will be no gifts for shareholders who attend the meeting.
1. Date and Time: Wednesday, March 28, 2018, at 10:00 a.m. (JST)(Reception is scheduled to open at 9:00 a.m.)
2. Venue:
Prince Hall, 3rd Floor, Kawagoe Prince Hotel
1-22, Shintomi-cho, Kawagoe-shi, Saitama
3. Purpose of the Meeting
Matters to be reported:
1. The Business Report and the Consolidated Financial Statements for the 19th fiscal year (from January 1,
2017 to December 31, 2017), and the results of audits of the Consolidated Financial Statements by theFinancial Auditor and the Board of Auditors
2. The Non-consolidated Financial Statements for the 19th fiscal year (January 1, 2017 to December 31,2017)
Matters to be resolved:
Proposal No. 1
Appropriation of Surplus
Proposal No. 2
Election of Seven Directors

Please submit the enclosed voting form to the venue reception when attending the meeting.
Please note that any revisions made to the Reference Documents for the General Meeting of Shareholders, Business Report, and Nonconsolidated and Consolidated Financial Statements are published online at the Company website (URL: http://www.optorun.co.jp/en/).

Reference Documents for the General Meeting of Shareholders

Proposal No. 1

Appropriation of Surplus

The Company considers the return of profit to shareholders a top priority of management and operates under thebasic policy to pay stable dividends while giving full consideration to matters including future businessdevelopment. Accordingly, the Company proposes to pay year-end dividends for the 19th fiscal year as follows:
1.

Year-end dividends(1) Type of dividend property
To be paid in cash.
(2) Allotment of dividend property and their aggregate amountThe Company proposes to pay a dividend of ¥40 per common share of the Company.
In this event, the total dividends will be ¥1,636,320,000.
(3) Effective date of dividends of surplus
The effective date of dividends will be March 29, 2018.

Proposal No. 2

Election of Seven Directors

The terms of office of all seven Directors will expire at the conclusion of this meeting. Therefore, the Company
proposes the election of seven Directors.
The candidates for Director are as follows:
CandidateNo.

Name(Date of birth)

1

Daiyu Son
(August 14, 1948)

2

Ihei Hayashi(February 27, 1957)

Career summary, and position and responsibility in theCompany(Significant concurrent positions outside the Company)
Mar. 1976
Joined Suzhou Medicine Corp.
Apr. 1991
Joined Shincron Co., Ltd.
Aug. 1999
Established the Company
General Manager of Production Technology
Department and General Manager of Sales
Department
Dec. 1999
DirectorJuly 2000
Representative Director and President
Dec. 2000
Chairman of OPTORUN (SHANGHAI) CO.,LTD. (current position)
Oct. 2013
Auditor of OPTORUN TAIWAN CO., LTD.
(current position)
Mar. 2014
Chairman of the Company (current position)
June 2016
Director of TOKAI OPTRONICS CO., LTD(current position)
Feb. 1981
Joined Shanghai Semiconductor Device
Laboratory
Apr. 1993
Joined Tokyo Electronic Metallurgy Laboratory(current TDY Inc.)
Aug. 2000
Joined the Company
May 2001
Executive Officer and General Manager ofProduction Technology Division and General
Manager of Production Department
June 2001
DirectorNov. 2003
Managing Director, Senior Executive Officer,
General Manager of Production andTechnology Department, and General Managerof Component Preparation OfficeMar. 2006
DirectorApr. 2006
Director and Senior Executive Officer
May 2006
President of OPTORUN (SHANGHAI) CO.,LTD.
Apr. 2013
Vice Chairman of OPTORUN (SHANGHAI)
CO., LTD. (current position)
Oct. 2013
Chairman of OPTORUN TAIWAN CO., LTD.
(current position)
Mar. 2014
Representative Director and President, andExecutive Officer of the Company
Aug. 2016
President of OPTORUN (SHANGHAI)
TRADING CO., LTD. (current position)
Apr. 2017
Representative Director and President,
Executive Officer, and General Manager ofProduction Management Department of theCompany (current position)

Number of theCompany’s shares
owned

3,030,000 shares

600,000 shares

Candidate
No.

Name(Date of birth)3

Toshinori Takahashi(June 29, 1948)

4*Min Rin(December 7, 1961)

Career summary, and position and responsibility in theCompany(Significant concurrent positions outside the Company)
Apr. 1972
Joined The Nippon Credit Bank, Ltd. (currentAozora Bank, Ltd.)
Apr. 1998
Director of Nippon Credit Bank Investment
ManagementApr. 1999
Managing Director of Nippon Credit Bank
Investment Management
June 1999
Joined Merrill Lynch Japan Securities Co., Ltd.
Jan. 2001
Joined the Company
Senior Executive Officer and CFO
May 2001
Senior Executive Officer, General Manager ofManagement Division and General Manager ofCorporate Planning Office
June 2001
DirectorOct. 2001
Director of OPTORUN (SHANGHAI) CO.,LTD. (current position)
Nov. 2003
Managing Director of the Company
Apr. 2006
Director, Senior Executive Officer and General
Manager of Management Department
Oct. 2013
Director of OPTORUN TAIWAN CO., LTD.
(current position)
Aug. 2014
Director of Optorun USA, INC. (currentposition)
Mar. 2017
Director, Senior Executive Officer, and General
Manager of Management Department of theCompany (current position)
Certificates: U.S. Certified Public Accountant
Apr. 1984
Deputy Director of Zhejiang Crystal Factory
Apr. 1993
President of Taizhou wote Electronics Co., Ltd.
Apr. 1997
Vice President of Zhejiang Crystal Electronics
Group Co., Ltd.
Aug. 2002
Chairman of Zhejiang Crystal-Optech Co., Ltd.
(current position)(Significant concurrent positions outside the Company)
Chairman of Zhejiang Crystal-Optech Co., Ltd.

Number of theCompany’s shares
owned

435,000 shares-CandidateNo.

Name(Date of birth)

5*Tetsuya Shimada(April 21, 1969)

6

Takeshi Higuchi(July 3, 1943)

Number of theCareer summary, and position and responsibility in theCompany’s sharesCompanyowned(Significant concurrent positions outside the Company)
Jan. 1995
Joined Japan Vacuum Engineering Co., Ltd.
(current ULVAC, Inc.)
July 2009
Senior Manager of Engineering Department 1of Advanced Electronics Equipment Division ofJapan Vacuum Engineering Co., Ltd.
July 2012
General Manager of Advanced Electronics
Equipment Division of Japan VacuumEngineering Co., Ltd. (current position)
Apr. 1967
Joined Fuji Photo Optical Co., Ltd. (currentFujifilm Corporation)
June 1998
Managing Director of Fuji Photo Optical Co.,Ltd.
June 2000
President and Representative Director of Fuji
Photo Optical Co., Ltd.
Dec. 2005
Executive Officer and General Manager ofOptical Device Division of Fuji Photo FilmCo., Ltd.
Nov. 2008
Director, Senior Vice President, and General
Manager of Optical Device Division of Fujifilm
Corporation
June 2010
Director of Fujifilm Holdings Corporation
June 2010
Director and Senior Vice President of Fujifilm
Corporation
June 2015
Outside Director of The Musashino Bank, Ltd.
(current position)
Mar. 2016
Outside Director of the Company (currentposition)(Significant concurrent positions outside the Company)
Outside Director of The Musashino Bank, Ltd.

Candidate
No.

7Notes:

1.
2.
3.
4.

5.

Number of theCareer summary, and position and responsibility in theCompany’s sharesCompanyowned(Significant concurrent positions outside the Company)
Apr. 1996
Joined the National Space Development
Agency of Japan (current Japan Aerospace
Exploration Agency (JAXA))
Sept. 2001
Authorized as an astronaut to board theInternational Space Station
Apr. 2010
Served as a mission specialist on the Space
Shuttle Discovery, and engaged the mission ofassembling the International Space Station(STS-131 (19A))
Aug. 2011
Resigned from JAXA
Sept. 2011
Honorary Chairman of the Japan Abacus
Education Association (current position)
Apr. 2012
Visiting Professor of Ritsumeikan University(current position)
July 2012
Member of the Committee on National Space
Policy under the Cabinet Office (currentposition)
May 2013
Visiting Professor of Joshibi University of Art
Naoko Yamazaki
and Design (current position)(December 27, 1970)
July 2015
Director of the Japanese Rocket Society andChairman of the “Sorajo” Board (currentposition)
Dec. 2015
Member of the Executive Committee and theAdvisory Board for the International Robot
Competition (current position)
Mar. 2016
Outside Director of Nabtesco Corporation(current position)
Apr. 2016
Specially Appointed Associated Professor,Graduate School of Advanced Integrated
Studies in Human Survivability of Kyoto
University (current position)
Sept. 2017
Outside Director of the Company (currentposition)(Significant concurrent positions outside the Company)
Member of the Committee on National Space Policy under theCabinet OfficeOutside Director of Nabtesco Corporation (current position)
New candidates for Director are indicated by an asterisk (*).
There is no special interest between any of the candidates and the Company.
Min Rin, Tetsuya Shimada, Takeshi Higuchi, and Naoko Yamazaki are candidates for outside Director.
Matters regarding candidates for Director (excluding outside Directors)
Reasons for nomination as candidate for Director
Daiyu Son has led the management of the Company since its establishment as a founder of the Company. Daiyu Sonpossesses a broad track record that has improved business development and corporate value. The Company proposes thereelection of Daiyu Son as Director of the Company so that his extensive experience, performance and discretion related
to corporate management may contribute to the management of the Company.
Ihei Hayashi has led all facets of business at the Company as Representative Director and President, and ExecutiveOfficer, and he has driven the growth of business at the Company. The Company proposes the reelection of Ihei Hayashi
as Director of the Company so that his extensive experience, performance and discretion related to corporate
management may contribute to the management of the Company.
Toshinori Takahashi has led the corporate management of the Company as Director, Senior Executive Officer, andGeneral Manager of Management Department. The Company proposes the reelection of Toshinori Takahashi as Directorof the Company so that his extensive experience, performance, high-level of expertise in finance and accounting as wellas his discretion related to corporate management may contribute to the management of the Company.
Matters regarding candidates for outside Director
Reasons for nomination as candidate for outside Director
Name(Date of birth)Min Rin is Chairman of the Board of Zhejiang Crystal-Optech Co., Ltd., which is a shareholder of the Company, and hepossesses extensive experience and a high-level of discretion in corporate management. The Company proposes theelection of Min Rin as outside Director of the Company so that it can utilize his precise advice related to themanagement of the Company.
Tetsuya Shimada is the General Manager of Advanced Electronics Equipment Division of ULVAC, Inc., which is ashareholder of the Company, and he possesses extensive knowledge and experience related to vacuum technology. TheCompany proposes the election of Tetsuya Shimada as outside Director of the Company so that it can utilize his precise
advice related to the management of the Company.
Takeshi Higuchi possesses extensive experience and a high-level of knowledge related to global corporate management.
The Company proposes the reelection of Takeshi Higuchi as outside Director of the Company so that it can utilize his
precise advice related to the management of the Company. Takeshi Higuchi is currently outside Director of the Company,
and at the conclusion of the Annual General Meeting of Shareholders, his tenure as outside Director will have been twoyears.
Naoko Yamazaki possesses experience as an astronaut and broad knowledge and discretion in aerospace engineering.
The Company proposes the reelection of Naoko Yamazaki as outside Director of the Company so that it can utilize her
perspectives on corporate management and engineering technology in the corporate management of the Company.
Naoko Yamazaki is currently outside Director of the Company, and at the conclusion of the Annual General Meeting ofShareholders, her tenure as outside Director will have been six months.
6. Pursuant to the provisions of Article 427, paragraph 1 of the Companies Act, the Company has entered into agreementswith Takeshi Higuchi and Naoko Yamazaki to limit their liability for damages under Article 423, paragraph 1 of theCompanies Act to the minimum liability amount provided for by Article 425, paragraph 1 of the same Act.
If the reelection of Takeshi Higuchi and Naoko Yamazaki is approved, the Company plans to renew the aforementionedagreements with them. Moreover, if the election of Min Rin and Tetsuya Shimada is approved, the Company plans toenter into the same limited liability agreements with them.
7. The Company has submitted notification to Tokyo Stock Exchange that Takeshi Higuchi and Naoko Yamazaki havebeen appointed as independent officers as provided for by the aforementioned exchange. If the reelection of Takeshi
Higuchi and Naoko Yamazaki is approved, the Company plans for their appointment as independent officers to continue.