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 12, 2019
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 94th ANNUAL GENERAL MEETING OF SHAREHOLDERS
Dear Shareholders:
You are cordially invited to attend the 94th 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 the
proposal 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 26, 2019.
1. Date and Time:Thursday, June 27, 2019 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
94th Fiscal Year (April 1, 2018 - March 31, 2019) and results of audits by the
Accounting Auditor and the Board of Corporate Auditors of the Consolidated
Financial Statements
2. Non-consolidated Financial Statements for the Company’s 94th Fiscal Year
(April 1, 2018 - March 31, 2019)
Proposals to be resolved:
Election of Eleven (11) Directors
Proposal 1:
Final Payment of Retirement Benefits in Conjunction with Abolition of
Proposal 2:
Directors’ Retirement Benefits System
Determination of Compensation for Granting Restricted Stock to Directors
Proposal 3:〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰
◎ 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 the
Company’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 the
documents 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 Financial
Statements, the revised versions will be posted on the Company’s website (http://www.nishishiba.co.jp/).

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Reference Documents for the General Meeting of Shareholders
Proposals and References
Proposal １:
Election of Eleven (11) Directors
The terms of office of eleven (11) Directors will expire at the conclusion of this General Meeting of
Shareholders. 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 1984

January 1986
October 1998

1

Ichizo Kobayashi(August 2, 1957)

April 2001
April 2008
October 2013
June 2014
April 2016
June 2017
April 1982
May 2010
June 2011
June 2014
June 2015
April 2016
April 2017

2

Naohisa Nakamura(December 17, 1959) June 2017

June 2018

April 2019

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 Business
Division
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)
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
Director in charge of Business Planning; Chief Executive ofManagement Innovation, Chief Financial Officer,
General Manager, Competitive Cost Structural Reform Division
Director in charge of Business Planning; Chief Executive ofManagement Innovation, Chief Financial Officer, General
Manager, Competitive Cost Structural Reform Division, General
Manager, Accounting Division (to present)-2-

Number ofshares of theCompany held

7,600

5,700

No.

Name
(Date of birth)

Career summary, positions and responsibilities at the Company(significant concurrent positions)
April 1989
April 2009
April 20133

Takafumi Kuroda(October 23, 1962)

April 2016
J u n e 2017
June 2018

April 2019

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

April 1987
April 2008

6

Satoshi Matsuzaki(August 15, 1963)

April 2015
April 2016
June 2017
June 2018

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
Director; Chief Production Executive, Chief Procurement
Executive, General Manager, Control System Division,
Generating & Industrial System Vice Chief Operating Officer,
Marine Electrical System Vice Chief Operating Officer
Director; Chief Production Executive, Chief Procurement
Executive, Generating & Industrial System Vice Chief
Operating Officer, Marine Electrical System Vice Chief
Operating Officer (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 Sales
Department) 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 System Division(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)
Joined the Company
Senior Manager in charge of Generating & Industrial System
Engineering, Generating System Division
General Manager, Marine System Division
General Manager, Engineering & Development Division
Director; Chief Quality Executive, Chief Technology Executive,
General Manager, Kansai Branch
Director; Executive, Information & Business Strategy Division,
Chief Quality Executive, General Manager,
Information Technology Promotion Division (to present)-3-

Number ofshares of theCompany held

11,5004,400

27,00019,500No.

Name(Date of birth)

Career summary, positions and responsibilities at the Company(significant concurrent positions)
April 1989
April 2003
April 2009

7

Masakazu Goda
April 2017
(October 15, 1964)
June 2017
June 2018
April 1988
April 2005
April 2011
April 20148

Masafumi Kokenawa
April 2016
(January 18, 1965)
April 2017
April 2018
June 2018
April 1989
April 2007

9

Yoshiki Fujimoto(October 3, 1965)

April 2014
April 2017
June 2017
June 2018
April 1991
August 200910

April 2013
Jun Takatani(August 15, 1968)
June 2018
June 2018
April 1977
April 2008
June 2009
April 201111

Sadao Degawa(July 20, 1951)

April 2012
October 2015
April 2016
June 2016
June 2016
June 2018

Joined the Company
Specialist, 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
Director; Marine Electrical System Chief Operating Officer,
General Manager, Marine System Division, General Manager,
Kansai Branch (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, General
Manager, Renewals & Service Business Division
General Manager, Management Planning Division, General
Manager, Renewals & Service Business Division, General
Manager, Information Technology Business Division
Director; Chief Technology Executive, General Manager, System
Engineering 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
Director; Representative Director, President and Chief Executive
Officer of Nishishiba Engineering Co.,Ltd. (to present)
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
Director; General Manager, Export Control Division, General
Manager, Administration Division (to present)
Joined IHI Corporation(“IHI”)
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)
Director, The Japan Steel Works, Ltd. (to present)-4-

Number ofshares of theCompany held

23,20014,80013,0001,600

0(Notes)
1. There are no special interests between the candidates for Directors and the Company.
2. Mr. Sadao Degawa is a candidate for Outside Director.
3. Mr. Sadao Degawa has long served as a Director of IHI. The Company judged that he can carry out the duties of
Outside Director appropriately based on his wealth of experience as a manager and wide range of knowledge.
4. During Mr. Sadao Degawa was in office as a Director of IHI, it became clear that inadequate practices had been
occurred in IHI’s Civil Aero Engine Maintenance Business. In this regard, IHI received an order under the Aircraft
Manufacturing Industry Act from the Ministry of Economy, Trade and Industry to carry out repairment in accordancewith the approved repair methods in March 2019. In addition, IHI received a business improvement order under the
Civil Aeronautics Act from the Ministry of Land, Infrastructure, Transport and Tourism in April 2019.
5. Mr. Sadao Degawa, a candidate for Outside Director, is currently an Outside Director of the Company. It will havebeen three years since his appointment as Outside Director as of the conclusion of this General Meeting of
Shareholders.
6. The Company has notified Tokyo Stock Exchange that Mr. Sadao Degawa has been appointed as Independent Director
based on the requirements set forth by Tokyo Stock Exchange. He will continue to be an Independent Director if his
appointment is approved 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.

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Proposal 2:

Final Payment of Retirement Benefits in Conjunction with Abolition of Directors’
Retirement Benefits System

The Company reviewed its compensation system for Directors and Corporate Auditors as part of thecorporate governance reform, and resolved at the Board of Directors held on May 17, 2019 to abolish theretirement benefits system for Directors excluding Outside Directors and Corporate Auditors (excludingPart-time Corporate Auditors) at the conclusion of this General Meeting of Shareholders.
Accordingly, the Company proposes to pay final retirement benefits to the Directors and Corporate
Auditors who remain in office at the conclusion of this General Meeting of Shareholders and are eligible forthe directors’ retirement benefits system, for their respective terms of office until the conclusion of this
General Meeting of Shareholders within the range of a reasonable amount and in accordance with thestandards prescribed by the Company.
The timing of payment shall be upon retirement of each Director and Corporate Auditor of the Company.
It is proposed that details including the amount and method of payment of the benefits be left to thediscretion of the Board of Directors for Directors and determined through discussion by Corporate Auditors
for Corporate Auditors.
Brief career summaries of the Directors and Corporate Auditors who are eligible for receiving the final
retirement benefits are as follows:
Name
Brief career summary
June 2017

Representative Director, President and Chief Executive
Officer, the Company (to present)

Naohisa Nakamura

June 2015

Director, the Company (to present)

Takafumi Kuroda

June 2017

Director, the Company (to present)

Yasuo Mochizuki

June 2017

Director, the Company (to present)

Yoshihei Senzaki

June 2016

Director, the Company (to present)

Satoshi Matsuzaki

June 2017

Director, the Company (to present)

Masakazu Goda

June 2017

Director, the Company (to present)

Masafumi Kokenawa

June 2018

Director, the Company (to present)

Yoshiki Fujimoto

June 2018

Director, the Company (to present)

Yoshitomo Kanno

June 2018

Full-time Corporate Auditor, the Company (to present)

Ichizo Kobayashi

Proposal 3:

Determination of Compensation for Granting Restricted Stock to Directors

The amount of compensation and other payments for the Company’s Directors were approved to bewithin 108 million yen per annum (not including employee salaries) at the 82nd Annual General Meeting of
Shareholders held on June 28, 2007.
At this time, as part of a review of the compensation system for directors, the Company proposes to
newly provide the Company’s Directors (excluding Outside Directors) (the “Eligible Directors”) withcompensation for grating restricted stock, in order to promote stable and long-term shareholding by directors
and provide incentives for sustained growth of the Company’s corporate value, and in addition, to further
promote shared values between the Eligible Directors and shareholders, separately from the above amount ofcompensation.
In accordance with this proposal, the compensation to be provided to the Eligible Directors for granting
restricted stock shall be monetary claims (the “Monetary Compensation Claims”), and the total amount shallbe within 25 million yen per annum, which is deemed reasonable by taking into consideration the above
purposes. In addition, the specific timing and allocation of the payment to each Eligible Director shall be
determined at the Board of Directors. Compensation shall not be provided to the Outside Directors for
granting restricted stock.
It is proposed that the above amount of compensation shall not include employee salaries of the Eligible
Directors who serve concurrently as employees.
Currently, the number of Directors is eleven (11) (including one (1) Outside Director). If Proposal 1“Election of Eleven (11) Directors” is approved and adopted as proposed, the number of Directors will beeleven (11) (including one (1) Outside Director).

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The Eligible Directors shall pay all Monetary Compensation Claims to be provided based on this
proposal in the form of property contributed in kind, in accordance with the resolution of the Board of
Directors, and shall, in return, receive common stock of the Company that shall be issued or disposed of by
the Company. The total number of common stock issued or disposed of by the Company shall be not morethan 261,000 shares per annum (however, from the date this proposal is approved and adopted onward, in theevent of the implementation of a stock split (including the gratis allocation of common stock of theCompany) or a stock consolidation of the common stock of the Company, or in other situations in which it
becomes necessary to adjust the total number of common stock of the Company issued or disposed of as
restricted stock, the total number of shares shall be adjusted to the extent reasonable.)
The amount to be paid per share shall be determined by the Board of Directors based on the closing priceof the Company’s common stock on the Tokyo Stock Exchange on the business day immediately preceding
the date of each resolution of the Board of Directors (if there is no closing price on such date, the closing
price of the closest preceding trading day), which will be within the range not specially advantageous to the
Eligible Directors receiving the common stock. In addition, for the issuance or disposal of the common stockof the Company in association with this matter, an agreement on allotment of the restricted stock which
includes the following terms (the “Allotment Agreement”) shall be entered into between the Company andeach Eligible Director.
(1) Transfer restriction period
The Eligible Directors must not transfer, or use as collateral, or otherwise dispose of the common stock of
the Company allotted under the terms of the Allotment Agreement (the “Allotted Shares”) for 30 years fromthe date the Eligible Directors receive allotments under the Allotment Agreement (the “Restriction Period”),(the “transfer restrictions”).
(2) Treatment on retirement from the position
If an Eligible Director retires from his/her position as a Director of the Company or its subsidiaries before
the Restriction Period expires, the Company shall automatically acquire such Allotted Shares without
contribution, unless the reason for his/her retirement is the expiration of the term of his/her office, death, or
any other justifiable reason.
(3) Lifting of the transfer restrictions
Notwithstanding the provisions in (1) above, the Company shall lift the transfer restrictions of all of the
Allotted Shares upon expiration of the Restriction Period, on the condition that the Eligible Director has
remained in the position as a Director of the Company or its subsidiaries throughout the Restriction Period.
However, if, due to the expiration of the term of his/her office, death, or any other justifiable reason as
defined in (2) above, Eligible Directors retire from the positions defined in (2) above before the Restriction
Period expires, the number of Allotted Shares from which transfer restrictions are to be lifted, and the timingof lifting, shall be adjusted as necessary to the extent reasonable. In addition, in accordance with theprovisions above, the Company shall automatically acquire without contribution the Allotted Shares on
which the transfer restrictions have not been lifted as of the time immediately after the transfer restrictions
were lifted.
(4) Treatment during reorganization, etc.
Notwithstanding the provisions in (1) above, if matters relating to a merger agreement in which theCompany is the dissolving company, a share exchange agreement or share transfer plan in which theCompany becomes a wholly-owned subsidiary, or any other reorganizations are approved at the General
Meeting of Shareholders of the Company during the Restriction Period (or approved by the Board of
Directors of the Company in case that an approval of the General Meeting of Shareholders is not required inrelation to the reorganization), the Company shall lift the transfer restrictions for the number of the Allotted
Shares reasonably specified by taking into account the period from the date of commencement of the
Restriction Period until the date of approval for the reorganization, by resolution of the Board of Directors of
the Company prior to the date on which the reorganization becomes effective. In addition, in the cases
specified above, the Company shall automatically acquire without contribution the Allotted Shares on which
the transfer restrictions have not been lifted as of the time immediately after the transfer restrictions werelifted.
(5) Other matters
Other matters related to the Allotment Agreement shall be determined by the Board of Directors of theCompany.

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