Date: June 19, 2020
Company Name: Nihon Dempa Kogyo Co., Ltd.
Representative: Hiromi Katoh, Representative Directorand President
Code: 6779, First Section of the Tokyo
Stock Exchange
Contact:
Michio Aoyama, Corporate Officer andGeneral Manager of Administration
Division
Tel:
03-5453-6711

Re: Convocation of the 79th Ordinary General Meeting of Shareholders andDetermination of the Agenda to be Submitted
In our press release titled “Consolidated Financial Results for the Year Ending March
31, 2020 and Notice Regarding Adjournment of the 79th Ordinary General Meeting ofShareholders” dated May 13, 2020, Nihon Dempa Kogyo Co., Ltd. (“NDK” or “we”)
announced that we decided that the schedule of the 79th Ordinary General Meeting ofShareholders would be adjourned and that the record date for the 79th Ordinary General
Meeting of Shareholders would be May 31 (Sun), 2020 and NDK hereby announcesthat the Board of Directors of NDK passed, at its meeting held today, a resolution
regarding the convocation of the 79th Ordinary General Meeting of Shareholders andthe agenda to be submitted, as follows:
1. Summary of Holding of the Ordinary General Meeting of Shareholders(1) Date and Time: July 31, 2020 (Fri), at 10:00 a.m.
(2) Place:
MERKMAL KEIO SASAZUKA 6F, 47-1, Sasazuka 1-chome,
Shibuya-ku, Tokyo(Conference Room of NDK’s Head Office)(3) Matters to be Addressed(i) Matters to be Reported
Report on the Business Report for the 79th Fiscal Year (From April 1, 2019 toMarch 31, 2020), the Consolidated Financial Statements, and the Results ofAudit of the Consolidated Financial Statements by the Independent Auditors
and the Board of Statutory Auditors
Report on the Financial Statements for the 79th Fiscal Year (From April 1,
2019 to March 31, 2020)(ii) Matters to be Resolved
Agenda Item No. 1: Reduction of the amounts of capital stock and legal
capital surplus and appropriation of surplus
Agenda Item No. 2: Partial amendment to the Articles of Incorporation
Agenda Item No. 3: Issuance of offered shares through the third-party
allotment (Class A Shares)

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Agenda Item No. 4: Reduction of the amounts of capital stock and legal
capital surplus
Agenda Item No. 5: Appointment of one (1) director
Agenda Item No. 6: Appointment of three (3) statutory auditors
Agenda Item No. 7: Appointment of one (1) substitute statutory auditor
For details of Agenda Item Nos. 1 to 4 above, please see our press release titled“Re: Issuance of Class Shares through Third-Party Allotment, Reduction ofAmounts of Capital Stock and Legal Capital Surplus and Appropriation of Surplus,
Partial Amendments to the Articles of Incorporation, and Reduction of Amounts ofCapital Stock and Legal Capital Surplus Relating to the Issuance of Class Shares”
dated today. In addition, for details of Agenda Item No. 5 above, regarding the briefcareer summary of the candidate for director, please see our press release titled“Announce of Appointment of Director” dated today, and for details of Agenda
Item Nos. 6 and 7, regarding the brief career summaries of the candidates for audit& supervisory board member and substitute audit & supervisory board member,please see our press release titled “Notice of Personnel Changes of Audit &Supervisory Board Member and Substitute Audit & Supervisory Board Member”
dated April 24, 2020.
Furthermore, the candidate for director described under Agenda Item No. 5 is an
outside director of the company who was designated by Japan Industrial Solutions
Fund II, to which all of the Shares for Subscription (Class A Shares) will be allottedthrough the third-party allotment described under Agenda Item No. 3 above.
3. Request to Our Shareholders to Prevent the Spread of COVID-19
With respect to the 79th Ordinary General Meeting of Shareholders, we kindly
request that you exercise your voting rights in writing. If, however, you plan toattend the meeting in person, please read the cautionary points that will be clearly
indicated in the convocation notice.
EndThis translation is provided only to assist our English-speaking stakeholders in better
understanding of our original press release. Since this might include slight variation inmeaning due to translation, please refer to the original linked to:https://www.ndk.com/jp/news/2020/1191107_j.pdf

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