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.
(Securities Code 6591)
June 13, 2018
To Shareholders with Voting Rights:
Ichizo Kobayashi
Director, President and Chief
Executive Officer
NISHISHIBA ELECTRIC CO., LTD.
1000 Hamada, Aboshi-ku, Himeji, JapanNOTICE OF
THE 93RD ANNUAL GENERAL MEETING OF SHAREHOLDERS
Dear Shareholders:
You are cordially invited to attend the 93rd Annual General Meeting of Shareholders of NISHISHIBAELECTRIC CO., LTD. (the “Company”). The meeting will be held as described below.
If you are unable to attend the meeting, you may exercise your voting rights in writing. Please review theattached Reference Documents for the General Meeting of Shareholders, indicate your vote for or against theproposal on the enclosed Voting Rights Exercise Form and return it so that it is received by 4:45 p.m. Japan
time on Wednesday, June 27, 2018.
1. Date and Time:Thursday, June 28, 2018 at 10:00 a.m. Japan time

2. Place:

Training facility of the Company located at 1000 Hamada, Aboshi-ku, Himeji,
Japan

3. Meeting Agenda:
Matters to be reported: 1. The Business Report, Consolidated Financial Statements for the Company’s
93rd Fiscal Year (April 1, 2017 - March 31, 2018) and results of audits by
the Accounting Auditor and the Board of Corporate Auditors of theConsolidated Financial Statements
2. Non-consolidated Financial Statements for the Company’s 93rd Fiscal Year(April 1, 2017 - March 31, 2018)
Proposals to be resolved:
Partial Amendments to Articles of Incorporation
Proposal 1:
Election of Eleven (11) Directors
Proposal 2:
Election of Three (3) Corporate Auditors
Proposal 3:
Granting of Retirement Benefits to Retiring Directors and Retiring Corporate
Proposal 4:
Auditors〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰
◎ When attending the meeting, please submit the enclosed Voting Rights Exercise Form at the receptiondesk.
◎ Among the documents to be provided with this Notice of Convocation, the Notes to the Consolidated
Financial Statements and the Notes to the Non-consolidated Financial Statements are posted on theCompany’s website (http://www.nishishiba.co.jp/) in accordance with provisions of laws and regulations
as well as Article 15 of the Company’s Articles of Incorporation and therefore are not provided in thedocuments distributed with this Notice of Convocation.
◎ Should any revisions be required to the Reference Documents for the General Meeting of Shareholders,the Business Report, the Non-consolidated Financial Statements and the Consolidated FinancialStatements, the revised versions will be posted on the Company’s website (http://www.nishishiba.co.jp/).

-1-

Reference Documents for the General Meeting of ShareholdersProposals and References
Proposal 1:

Partial Amendments to Articles of Incorporation

1. Reasons for the proposal
The Company intends to delete Article 25 of the current Articles of Incorporation to abolish theAdvisors to the Board system.
In deleting Article 25 of the current Articles of Incorporation, Article 26 and subsequent articles of thecurrent Articles of Incorporation will be renumbered accordingly.
2. Description of the amendments
The details of the proposal are as follows:
Current Articles of Incorporation(Advisors to the Board)
Article 25One (1) or more Advisors to the Board may be appointed byresolutions of the Board of Directors.
Article 26 through 40 (Omitted)
Proposal 2:(Amendments are underlined.)
Proposed Changes(Deleted)
Article 25 through 39 (Same as the current provisions)Election of Eleven (11) Directors

The terms of office of eleven (11) Directors will expire at the conclusion of this General Meeting ofShareholders. Accordingly, the election of eleven (11) Directors is proposed.
The candidates for Directors are as follows:No.

Name(Date of birth)

Career summary, positions and responsibilities at the Company(significant concurrent positions)
April 1980
September 1984January 1986
October 1998

1Ichizo Kobayashi(August 2, 1957)

April 2001
April 2008
October 2013
June 2014
April 2016
June 2017

Joined TOSHIBA CORPORATIONEntered Master’s Program, Graduate School of Engineering,
Stanford University, USA, while employed by TOSHIBACORPORATION
Completed Master’s Program, Graduate School of Engineering,
Stanford University, USAGroup Manager, Radio Wave Application Systems andTechnologies Division, Komukai Operations, TOSHIBACORPORATION
General Manager, Radio Wave Systems Marketing
Department, Radio Wave and Space Systems BusinessDivision
General Manager, Radio Wave Systems Business Division
General Manager, Group Business Collaboration Division,Social Infrastructure Systems Company
Chief Executive of Management Innovation, Social
Infrastructure Systems Company
Chief Executive of Management Innovation, Infrastructure
Systems & Solutions Company
Representative Director, President and Chief Executive Officer,
the Company (to present)-2-

Number ofshares of theCompany held

2,700

No.

Name
(Date of birth)

Career summary, positions and responsibilities at the Company(significant concurrent positions)
April 1982
May 2010
June 2011

2June 2014
Naohisa Nakamura
June 2015(December 17, 1959)
April 2016
April 2017
June 2017

April 1989
April 20093

Takafumi Kuroda(October 23, 1962)

April 2013
April 2016
June 2017
April 1984
April 2003

4

April 2011
Yasuo Mochizuki(November 12, 1960) April 2014
April 2017
June 2017
April 1989
April 2011

April 2013

April 20145

Yoshihei Senzaki(October 10, 1963)
April 2015
April 2016
June 2016
June 2017

Joined TOSHIBA CORPORATION
General Manager, Accounting Division, Visual ProductsCompany
Director and General Manager, Accounting Division, Toshiba
IT & Control Systems Corporation
Director, Toshiba Accounting Service Corporation
Director in charge of Accounting, the Company
Director; Chief Financial Officer
Director; Chief Financial Officer, Vice General Manager,
Competitive Cost Structural Reform Division
Director in charge of Business Planning; Chief Financial
Officer, Vice General Manager, Competitive Cost Structural
Reform Division (to present)
Joined Nishishiba Techno Co., Ltd. (currently Nishishiba
Engineering Co., Ltd.)
Chief Specialist in charge of Designing Group, Control System
Division, the Company
Group Manager in charge of Designing Group, Control System
Division
General Manager, Control System Division
Director; Generating & Industrial System Vice Chief Operating
Officer, General Manager, Control System Division (to present)
Joined TOSHIBA CORPORATION
General Manager, Government & Public System Department 1,Social Systems Division
General Manager, Smart Facilities Department 1, Smart
Community Division
General Manager, Kanagawa Office, Kanto Branch
Chief Marketing Executive, General Manager, Tokyo Branch,
the Company
Director; Chief Marketing Executive, General Manager, Tokyo
Branch (to present)
Joined the Company
Group Manager, Generating & Industrial System Division (incharge of Kansai Generating & Industrial System SalesDepartment) and Senior Manager, Chubu Office, Kansai Branch
General Manager, Kansai Branch and Group Manager,
Generating & Industrial System Division (in charge of Kansai
Generating & Industrial System Sales Department)
Vice General Manager, Generating & Industrial System
Division and Group Manager, Generating & Industrial SystemDivision (in charge of East Japan Generating & Industrial
System Sales Department)
General Manager, Generating & Industrial System Division
General Manager, Generating & Industrial System Division
Director; General Manager, Generating & Industrial System
Division
Director; Generating & Industrial System Chief Operating
Officer, General Manager, Generating & Industrial System
Division (to present)-3-

Number ofshares of theCompany held

4,000

10,3001,400

27,000No.

Name(Date of birth)

Career summary, positions and responsibilities at the Company(significant concurrent positions)
April 1987
April 2008

6Satoshi Matsuzaki(August 15, 1963)

April 2015
April 2016
June 2017
April 1989
April 2003

7Masakazu Goda
(October 15, 1964)

April 2009
April 2017
June 2017
April 1988
April 2005
April 2011

[New appointment]
8April 2014

Masafumi Kokenawa
April 2016
(January 18, 1965)
April 2017
April 2018

April 1989
April 2007
[New appointment]
9April 2014
Yoshiki Fujimoto(October 3, 1965)

April 2017
June 2017
April 1991
August 2009

[New appointment]
10

Jun Takatani(August 15, 1968)

April 2013
June 2018

Joined the Company
Senior Manager in charge of Generating & Industrial System
Engineering, Generating System Division
General Manager, Marine System DivisionGeneral Manager, Engineering & Development Division
Director; Chief Quality Executive, Chief Technology Executive,General Manager, Kansai Branch (to present)
Joined the CompanySpecialist, Marine System Sales Department, Marine System
Division, Sales & Marketing Group
Group Manager in charge of East Japan Marine System Sales
Department, Marine System Division
General Manager, Marine System Division
Director; Marine Electrical System Vice Chief Operating
Officer, General Manager, Marine System Division (to present)
Joined the Company
Manager in charge of Generating & Control System EngineeringGroup, Generating System Operation Division
Assistant to General Manager, Strategic Management Planning
Division, General Director, Nishishiba Vietnam Co., Ltd.
Group Manager, Generating & Industrial System Sales
Department ,Generating & Industrial System Division
General Manager, Management Planning Division
General Manager, Management Planning Division, GeneralManager, Renewals & Service Business Division
General Manager, Management Planning Division, GeneralManager, Renewals & Service Business Division, GeneralManager, Information Technology Business Division (to present)
Joined the Company
Manager in charge of Generating & Control System EngineeringGroup, Generating System Operation Division
Assistant to General Manager, Corporate Management Division,General Director, Nishishiba Vietnam Co., Ltd.
Assistant to General Manager, Management Planning Division
General Manager, Engineering & Development Division (topresent)
Joined TOSHIBA CORPORATIONGroup Manager, Human Resources, Employee Relations &Welfare Group, Administration Department, Toshiba Industrial
Products Manufacturing Corporation
Group Manager, General Affairs Group, Administration
Division, Toshiba Insurance Service Corporation
Assistant to Representative Director, President and Chief
Executive Officer, the Company (to present)-4-

Number ofshares of theCompany held

18,50022,40014,50012,7000No.

Name(Date of birth)

Career summary, positions and responsibilities at the Company(significant concurrent positions)
April 1977
April 2008
June 2009
April 201111

Sadao Degawa(July 20, 1951)

April 2012
October 2015

April 2016
June 2016
June 2016

Joined IHI Corporation
Executive Officer, General Manager, Corporate Research &Development
Director; Executive Officer, General Manager, Corporate
Research & Development
Director; Managing Executive Officer, General Manager,
Corporate Research & Development
Executive Vice President
Executive Vice President; Senior Executive Officer in charge ofSocial Infrastructure & Offshore Structure Business Area,President of Offshore Project & Steel Structures Operations
Director
Advisor (to present)
Director, the Company (to present)

Number ofshares of theCompany held0(Notes)
1. There are no special interests between the candidates for Directors and the Company.
2. Mr. Yoshiki Fujimoto is expected to be appointed as Representative Director, President and Chief Executive Officer ofNishishiba Engineering Co., Ltd. at its Ordinary General Meeting of Shareholders scheduled to be held on June 26,
2018.
3. Mr. Sadao Degawa is a candidate for Outside Director.
4. Mr. Sadao Degawa has long served as a Director of IHI Corporation. The Company judged that he can carry out theduties of Outside Director appropriately based on his wealth of experience as a manager and wide range of knowledge.
5. Mr. Sadao Degawa, a candidate for Outside Director, is currently an Outside Director of the Company. It will havebeen two years since his appointment as Outside Director as of the conclusion of this General Meeting ofShareholders.
6. The Company has notified Tokyo Stock Exchange that he has been appointed as Independent Director based on therequirements set forth by Tokyo Stock Exchange. He will continue to be an Outside Director if his appointment isapproved as originally proposed.
7. The Company has entered into an agreement with Mr. Sadao Degawa to limit his liability pursuant to Article 427,Paragraph 1 of the Companies Act and will continue the agreement if his reappointment is approved. The maximum
amount of liability pursuant to the agreement is the amount stipulated by laws and regulations.
8. The company name of TOSHIBA CORPORATION prior to March 1984 was Tokyo Shibaura Electric Co., Ltd.
9. The company name of IHI Corporation prior to July 2007 was Ishikawajima-Harima Heavy Industries Co., Ltd.
10. Mr. Sadao Degawa is expected to be appointed as Outside Director of THE JAPAN STEEL WORKS, LTD. at its
Ordinary General Meeting of Shareholders scheduled to be held on June 26, 2018.

-5-Proposal 3:

Election of Three (3) Corporate Auditors

The terms of office of two (2) Corporate Auditors, Messrs. Narihiro Aoki and Mikio Nakajo, will expire,and one (1) Corporate Auditor, Mr. Hisashi Kanai, will resign at the conclusion of this General Meeting ofShareholders. Accordingly, the election of three (3) Corporate Auditors is proposed.
This proposal has been approved by the Board of Corporate Auditors.
The candidates for Corporate Auditors are as follows:No.

Name(Date of birth)

Career summary, positions and responsibilities at the Company(significant concurrent positions)
April 1987
October 2008

[New appointment]
12

Yoshitomo Kanno(April 18, 1962)

January 2010
June 2011
June 2012
June 2015[New appointment]

April 1981
April 2002
May 2007June 2010

Masayuki Hasumi(February 24, 1958)

June 2013
April 1998
April 20043

Mikio Nakajo(March 19, 1963)

April 2005
December 2005
June 2010
June 2011

Joined KITASHIBA ELECTRIC CO., LTD.
General Manager, Second Static Equipment Systems
Department
General Manager, Innovation Planning Office
General Manager, Motor System Division
Director; General Manager, Motor System Division
Representative Director, President and Chief Executive Officer(to present)
Joined TOSHIBA CORPORATIONManaging Director, TOSHIBA CAPITAL (ASIA) LTD.
Director; Vice President, Toshiba (China) Co., Ltd.
Director; General Manager, Finance Department, TOSHIBA I.S.
CORPORATION
Director; General Manager, Finance Department, TOSHIBADEVICE CORPORATION (to present)
Registered as Attorney-at-Law
Conciliation Commissioner, Himeji Branch, Kobe Family
Court (to present)
Partner Attorney-at-Law of Sawada Nakajo Law Office (topresent)
Commissioner, Equality Commission of Himeji City
Outside Corporate Auditor, the Company (to present)
Outside Corporate Auditor, GLORY LTD. (to present)

Number ofshares of theCompany held000(Notes)
1. There are no special interests between the candidates for Corporate Auditors and the Company.
2. Mr. Yoshitomo Kanno is a candidate for Outside Corporate Auditor.
3. Mr. Yoshitomo Kanno, who has executed business operations of KITASHIBA ELECTRIC CO., LTD., a specified
related business entity of the Company, is scheduled to retire from Representative Director, President and Chief
Executive Officer of KITASHIBA ELECTRIC CO., LTD. on June 22, 2018.
4. Mr. Yoshitomo Kanno has served as Representative Director, President and Chief Executive Officer of KITASHIBAELECTRIC CO., LTD. The Company judged that he can carry out the duties of Outside Corporate Auditor
appropriately based on his experience.
5. Mr. Masayuki Hasumi, who has executed business operations of TOSHIBA DEVICE CORPORATION, aspecified related business entity of the Company, is scheduled to retire from Director of TOSHIBA DEVICECORPORATION on June 28, 2018.
6. Mr. Masayuki Hasumi has served as Managing Director of TOSHIBA CAPITAL (ASIA) LTD., as well as Directorand General Manager of Finance Department at TOSHIBA I.S. CORPORATION and TOSHIBA DEVICECORPORATION. The Company judged that he can carry out the duties of Corporate Auditor appropriately based on
his experience.
7. Mr. Masayuki Hasumi is expected to be appointed as Corporate Auditor of Toshiba Microelectronics Corporation at its
Ordinary General Meeting of Shareholders scheduled to be held on June 20, 2018.
8. Mr. Mikio Nakajo is a candidate for Outside Corporate Auditor. The Company has notified Tokyo Stock Exchange that
he has been appointed as Independent Corporate Auditor based on the requirements set forth by Tokyo StockExchange.
9. Mr. Mikio Nakajo is an expert in law as an attorney-at-law. The Company judged that he can carry out the duties of
Outside Corporate Auditor appropriately based on his expertise.
10. It will have been eight years since Mr. Mikio Nakajo was appointed as Outside Corporate Auditor as of the conclusionof this General Meeting of Shareholders.
11. The Company has entered into an agreement with Mr. Mikio Nakajo to limit his liability pursuant to Article 427,
Paragraph 1 of the Companies Act. The maximum amount of liability pursuant to the agreement is the amountstipulated by laws and regulations. If his reelection is approved, the Company will continue the agreement with him.

-6-Proposal 4:

Granting of Retirement Benefits to Retiring Directors and Retiring Corporate Auditors

Messrs. Hidehiko Yagi, Ikuya Akamatsu and Masayoshi Aoki will retire from the office of Director, andMessrs. Narihiro Aoki and Hisashi Kanai will retire from the office of Corporate Auditor at the conclusion ofthis General Meeting of Shareholders. The Company proposes to pay retirement benefits to the Directors andCorporate Auditors for services rendered during their term in office, within the range of a reasonable amountand in accordance with the standards prescribed by the Company. It is also proposed that details including
the amount, timing and method of payment of the benefits be left to the discretion of the Board of Directors
for Directors and determined through discussion by Corporate Auditors for Corporate Auditors.
Brief career summaries of the retiring Directors and retiring Corporate Auditors are as follows:
NameHidehiko Yagi
Ikuya Akamatsu
Masayoshi Aoki
Narihiro Aoki
Hisashi Kanai

June 2011
June 2012
June 2015
June 2014
June 2015

Brief career summary
Director, the Company (to present)
Director, the Company (to present)
Director, the Company (to present)
Full-time Corporate Auditor, the Company (to present)
Full-time Corporate Auditor, the Company (to present)-7-