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 3104)
June 6, 2018
To Shareholders with Voting Rights:
Mitsuo Nakano
Representative Director, Chairman &President
Fujibo Holdings, Inc.
1-18-12 Ningyocyo, Nihonbashi, Chuo-ku,
Tokyo, JapanNOTICE OF CONVOCATION OF
THE 198TH ANNUAL GENERAL MEETING OF SHAREHOLDERS
We would like to express our appreciation for your continued support and patronage.
You are cordially invited to attend the 198th Annual General Meeting of Shareholders of Fujibo Holdings,
Inc. (the “Company”). The meeting will be held for the purposes as described below.
If you are unable to attend the meeting, you may exercise your voting rights in writing or via the Internet.
Please review the attached Reference Documents for the General Meeting of Shareholders, indicate your votefor or against the proposals on the enclosed Voting Rights Exercise Form and return it, or enter your vote foror against the proposals via the Internet, by 5:30 p.m. on Wednesday, June 27, 2018, Japan time.
1. Date and Time:Thursday, June 28, 2018 at 10:00 a.m. Japan time

2. Place:

10F, Kokusai Fashion Center Building (KFC Room 101 to 103)
1-6-1 Yokoami, Sumida-ku, Tokyo

3. Meeting Agenda:
Matters to be reported: 1. The Business Report, Consolidated Financial Statements for the Company’s
198th Fiscal Year (April 1, 2017 - March 31, 2018) and results of audits by
the Accounting Auditor and the Board of Auditors of the Consolidated
Financial Statements
2. Non-consolidated Financial Statements for the Company’s 198th Fiscal Year
(April 1, 2017 - March 31, 2018)
Proposals to be resolved:
Appropriation of Surplus
Proposal 1:
Election of Eight Directors
Proposal 2:
Election of One Auditor
Proposal 3:-1-

4. Matters regarding the Convocation(1) If voting rights are exercised both in writing and via the Internet, the voting rights exercised via theInternet shall be deemed valid.
(2) If voting rights are exercised multiple times via the Internet, the most recent voting rights exercised shallbe deemed valid.
When attending the meeting, please submit the enclosed Voting Rights Exercise Form at thereception desk.
Pursuant to laws and regulations and Article 15 of the Company’s Articles of Incorporation, thefollowing items are posted on the Company’s website (https://www.fujibo.co.jp/) and are notprovided in the Appendix to this Notice.
1) Notes to Consolidated Financial Statements
2) Notes to Non-consolidated Financial Statements
Additionally, the Notes to Consolidated Financial Statements and Notes to Non-consolidated
Financial Statements are part of the Consolidated Financial Statements and Non-consolidated
Financial Statements that were used by the Auditors and the Accounting Auditor for the
preparation of the Auditor’s Report and the Accounting Auditor’s Report, respectively.
Should the Reference Documents for the General Meeting of Shareholders, Business Report,
Consolidated Financial Statements, and Non-consolidated Financial Statements require revisions,the revised versions will be posted on the Company’s website (https://www.fujibo.co.jp/).

-2-

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

Appropriation of Surplus

The Company considers the return of profits to shareholders its most important management issue, and incomprehensive consideration of factors such as the management environment and business results, strives to
distribute stable dividends over the long term.
Based on the above policy, the Company proposes the following as a year-end dividend for the fiscal year
under review.
Items Related to the Year-end Dividend(1) Type of dividend property
Cash(2) Items related to the allocation of dividend property to shareholders and its total amount
100 yen per common share
Total of 1,143,879,500 yen(3) Effective date of the distribution of surplus
June 29, 2018-3-

Proposal 2:

Election of Eight Directors

The terms of office of all eight Directors will expire at the conclusion of this year’s Annual General
Meeting of Shareholders. Accordingly, the Company proposes the election of eight Directors, including three
Outside Directors.
The candidates for Director are as follows:
No.

Name
(Date of birth)

Past experience, positions, responsibilities,
and significant concurrent positions
April 1973
November 1998
June 2002

1

Number ofshares of theCompany held

Joined the Company
General Manager, Functional Materials Department
General Manager, Functional Products Business Department andGeneral Manager, Function Products Department
February 2004
General Manager, Functional Products Business Department
Director and General Manager, Functional Products Business
June 2004
Department
Mitsuo Nakano
Director, the Company; Representative Director & President,
May 2005
19,600
Yanai Chemical Industry Co., Ltd.
(February 23, 1951)
Director and Executive Officer, the Company; Representative
June 2005
Director & President, Yanai Chemical Industry Co., Ltd.
May 2006
Representative Director & President, Executive President, theCompany
June 2017
Representative Director, Chairman & President, Executive
President
To the present[Reason for nomination as candidate for Director]
Subsequent to serving as Representative Director & President at a business subsidiary, Mr. Mitsuo Nakano has served as
Representative Director & President of the Company since May 2006. As he possesses a wealth of experience and broad
insight regarding the Group’s business and corporate management, the Company has judged that he is suited for the positionof the Company’s Director, and has thus designated him as a candidate.

-4-

No.

Name
(Date of birth)

Past experience, positions, responsibilities,
and significant concurrent positions

Joined the Company
Representative Director & President, Fujibo Ehime Co., Ltd.
Executive Officer, the Company; Representative Director &President, Fujibo Ehime Co., Ltd.
Director and Executive Officer, the Company; Representative
June 2010
Director & President, Fujibo Ehime Co., Ltd.
Director and Senior Executive Officer, the Company;
June 2011
Representative Director & President, Fujibo Ehime Co., Ltd.
Director and Managing Executive Officer, the Company;
June 2013
Representative Director & President, Fujibo Ehime Co., Ltd.
June 2014
Representative Director and Senior Managing Executive
Officer, the Company; Representative Director & President,
Fujibo Ehime Co., Ltd.
Representative Director and Senior Managing Executive Officer,
October 2015
Takao Aoki
the Company; Representative Director & President, Yanai
7,900
Chemical Industry Co., Ltd.
(January 2, 1956)
Representative Director and Senior Managing Executive Officer,
January 2017
the Company
Representative Director and Executive Vice President
June 2017
Representative Director and Executive Vice President, theJanuary 2018
Company; Representative Director & President, Angle Co., Ltd.
Representative Director and Executive Vice President, theMay 2018
Company; Representative Director & Chairman, Fujibo Ehime
Co., Ltd.
To the present(Current responsibilities)
Textile Business Expansion, Textile Business Development, Responsible for Osaka
Branch(Significant concurrent positions)Representative Director & Chairman, Fujibo Ehime Co., Ltd.
[Reason for nomination as candidate for Director]
Mr. Takao Aoki has successively held posts as Representative Director & President at business subsidiaries, and has served
as Representative Director of the Company since June 2014. As he possesses a wealth of experience and broad insight
regarding the Group’s business and corporate management, the Company has judged that he is suited for the position of theCompany’s Director, and has thus designated him as a candidate.
April 1980
May 2007June 2007

2

Number ofshares of theCompany held

-5-

No.

Name
(Date of birth)

Past experience, positions, responsibilities,
and significant concurrent positions
April 1979
May 2003

3

4

Number ofshares of theCompany held

Joined the Mitsubishi Bank, Ltd. (currently MUFG Bank, Ltd.)
General Manager, Asakusabashi Branch, The Bank ofTokyo-Mitsubishi, Ltd. (currently MUFG Bank, Ltd.)May 2005
General Manager, Jinbocho Branch
January 2006
General Manager, Jinbocho Branch, The Bank ofTokyo-Mitsubishi UFJ, Ltd. (currently MUFG Bank, Ltd.)May 2007General Manager, Yanagibashi Branch
June 2009
Representative Director and Managing Director, Mitsubishi UFJ
Capital Co., Ltd.
April 2012
Representative Director, Managing Director, and Managing
Kazushi Yoshida
3,200
Executive Officer(April 1, 1957)
July 2012
Advisor, the Company
October 2012
Executive Officer
June 2013
Director and Senior Executive Officer
June 2014
Director and Managing Executive Officer
June 2016
Director and Senior Managing Executive Officer
June 2017
Representative Director and Senior Managing Executive Officer
To the present(Current responsibilities)
Responsible for Corporate Planning, Finance and Accounting, IR, and Risk
Management[Reason for nomination as candidate for Director]
After serving in important positions at financial institutions, Mr. Kazushi Yoshida has served as Representative Director of
the Company since June 2017. As he possesses a wealth of experience and broad insight regarding the Group’s business andcorporate management, the Company has judged that he is a person suited for the position of the Company’s Director, andhas thus designated him as a candidate.
April 1980
Joined the Company
May 2011
Director and Executive Vice President, Fujibo Ehime Co., Ltd.
June 2011
Executive Officer, the Company; Director and Executive Vice
President, Fujibo Ehime Co., Ltd.
June 2013
Senior Executive Officer, the Company; Director and Executive
Vice President, Fujibo Ehime Co., Ltd.
October 2015
Senior Executive Officer, the Company; Representative Director
Katsushi Kihara
5,100& President, Fujibo Ehime Co., Ltd.
(March 6, 1958)
June 2017
Director and Senior Executive Officer, the Company;
Representative Director & President, Fujibo Ehime Co., Ltd.
To the present(Current responsibilities)
Responsible for Intellectual Property and Facilities Administration(Significant concurrent positions)Representative Director & President, Fujibo Ehime Co., Ltd.
[Reason for nomination as candidate for Director]
While serving as Representative Director & President of a business subsidiary, Mr. Katsushi Kihara has served as Directorof the Company since June 2017. As he possesses a wealth of experience and broad insight regarding the Group’s businessand corporate management, the Company has judged that he is a person suited for the position of the Company’s Director,
and has thus designated him as a candidate.

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No.

Name
(Date of birth)

Past experience, positions, responsibilities,
and significant concurrent positions
April 1982
June 2009

5

6

Number ofshares of theCompany held

Joined the Company
Executive Officer, the Company; Representative Director &President, Fujibo Kozakai, Inc.
October 2009
Executive Officer, the Company; Representative Director &President, Fujibo Textile, Inc.
May 2014
Executive Officer, the Company; Representative Director &President, Yanai Chemical Industry Co., Ltd.
June 2014
Senior Executive Officer, the Company; Representative Director& President, Yanai Chemical Industry Co., Ltd.
October 2015
Senior Executive Officer, the Company; Representative Director& President, Fujibo Textile, Inc.
April 2016
Senior Executive Officer, the Company; Representative Director
Toshifumi Fujioka& President, Fujibo Textile, Inc.; Representative Director &5,300(January 8, 1958)
President, Angle Co., Ltd.
January 2017
Senior Executive Officer, the Company; Representative Director& President, Angle Co., Ltd.; Representative Director &President, Yanai Chemical Industry Co., Ltd.
May 2017
Senior Executive Officer, the Company; Representative Director& President, Yanai Chemical Industry Co., Ltd.
June 2017
Director and Senior Executive Officer, the Company;
Representative Director & President, Yanai Chemical Industry
Co., Ltd.
May 2018
Director and Senior Executive Officer, the Company
To the present(Current responsibilities)
Overall Control of General and Personnel Affairs[Reason for nomination as candidate for Director]
Mr. Toshifumi Fujioka has successively held posts as Representative Director & President at business subsidiaries, and has
served as Director of the Company since June 2017. As he possesses a wealth of experience and broad insight regarding theGroup’s business and corporate management, the Company has judged that he is a person suited for the position of theCompany’s Director, and has thus designated him as a candidate.
July 1970
Joined ALL NIPPON AIRWAYS CO., LTD
June 1999
General Manager, Beijing Sales Office, General Manager,
Tianjin Sales Office, and China Representative
April 2001
Corporate Executive Officer and Company President, WestJapan Sales Company
January 2002
Corporate Executive Officer and Deputy General Manager,
Marketing & Sales
April 2003
Executive Vice President and General Manager, Marketing &Masao Nakano
Sales(December 19, 1946)
2,000
June 2003
Executive Vice President (jomu torishimariyaku), Corporate
Executive Officer, and General Manager, Marketing & Sales
OutsideApril 2005
Executive Vice President (senmu torishimariyaku), Corporate
Executive Officer, and General Manager, Marketing & Sales
April 2006
Full-time Advisor, ALL NIPPON AIRWAYS TRADING CO.,LTD.
June 2006
CEO and President
April 2012
Part-time Advisor
June 2013
Outside Director, the Company
To the present[Reason for nomination as candidate for Outside Director]
Mr. Masao Nakao has long been involved in management, and to receive his supervision of the Company’s managementfrom a standpoint independent of the Company’s management based on his wealth of experience and broad insight as acorporate manager, the Company has designated him as a candidate.

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No.

Name
(Date of birth)

Past experience, positions, responsibilities,
and significant concurrent positions
April 1972
April 1985
June 2001
June 2002

7

Number ofshares of theCompany held

Joined Komatsu Ltd.
General Manager, Beijing Office
President, Komatsu (China) Ltd.
Executive Officer and President, Overseas Marketing,Construction & Mining Equipment Marketing Division,
Komatsu Ltd.
April 2007
Senior Executive Officer (Jomu) and President, Overseas
Marketing, Construction & Mining Equipment Marketing
Division
October 2009
Senior Executive Officer (Jomu) and Representative of All
China Operations, Komatsu Ltd.; President, Komatsu (China)
Taizo Kayata
Ltd.
(May 2, 1949)
500
April 2010
Senior Executive Officer (Senmu) and Representative of All
China
Operations,
KomatsuLtd.;
President,
Komatsu(China)OutsideLtd.
June 2012
Advisor, Komatsu Ltd.
To the present
September 2012 Visiting Professor, Chuo Graduate School of Strategic
Management
To the present
June 2015
Outside Director, the Company
To the present(Significant concurrent positions)
Advisor, Komatsu Ltd.
Visiting Professor, Chuo Graduate School of Strategic Management[Reason for nomination as candidate for Outside Director]
Mr. Taizo Kayata has long been involved in management, and to receive his supervision of the Company’s managementfrom a standpoint independent of the Company’s management based on his wealth of experience and broad insight as acorporate manager, the Company has designated him as a candidate.

-8-

No.

Name
(Date of birth)

Past experience, positions, responsibilities,
and significant concurrent positions

Number ofshares of theCompany held

April 1978
May 1999

8

Joined Yamaha Motor Co., Ltd.
General Manager, Production Control Department, Production
Control Division, MC Operations
April 2003
Director and President, Yamaha Motor Manufacturing
Corporation of America
January 2009
Executive General Manager, Procurement Center, Yamaha
Motor Co., Ltd.
March 2009
Executive Officer and Executive General Manager, Procurement
CenterMarch 2010
Senior Executive Officer and Executive General Manager,
Procurement Center
March 2011
Director, Senior Executive Officer, and Executive General
Nobuya Hideshima
Manager, Procurement Center(January 9, 1954)
March 2013
Director, Managing Executive Officer, and Executive General
200
Manager, Procurement Center
January 2014
Director, Managing Executive Officer, Chief General Manager,
OutsideEngine Unit, and Chief General Manager, CS Center
January 2016
Director, Managing Executive Officer, and Chief General
Manager, Engine Unit
April 2017
AdvisorTo the present
June 2017
Outside Director, the Company
To the present
June 2018
Outside Director, ShinMaywa Industries, Ltd. (to be appointed)(Significant concurrent positions)
Advisor, Yamaha Motor Co., Ltd.
Director, The Graduate School for the Creation of New Photonics Industries
Outside Director, ShinMaywa Industries, Ltd. (to be appointed)[Reason for nomination as candidate for Outside Director]
Mr. Nobuya Hideshima has long been involved in management, and to receive his supervision of the Company’s
management from a standpoint independent of the Company’s management based on his wealth of experience and broad
insight as a corporate manager, the Company has designated him as a candidate.
(Notes)1. There are no special interests between each candidate for Director and the Company.
2. Messrs. Masao Nakano, Taizo Kayata and Nobuya Hideshima are candidates for Outside Directors.
3. The Company has designated Messrs. Masao Nakano, Taizo Kayata and Nobuya Hideshima as Independent Directors
as defined by the rules of the Tokyo Stock Exchange, and has made a submission to said Exchange.
4. Messrs. Masao Nakano, Taizo Kayata and Nobuya Hideshima are currently Outside Directors of the Company, and at
the conclusion of this General Meeting, their respective terms of office as Outside Directors will be five years for Mr.
Masao Nakano, three years for Mr. Taizo Kayata, and one year for Mr. Nobuya Hideshima.
5. In its Articles of Incorporation, the Company defines that it may conclude agreements with Directors (excluding
executive officers, etc.) to limit their liability for damages due to negligence of duties, and such liability limitationagreements have been concluded with Messrs. Masao Nakano, Taizo Kayata and Nobuya Hideshima, with the limit set
as the amount stipulated by laws and regulations. In the event that Messrs. Masao Nakano, Taizo Kayata and Nobuya
Hideshima are reelected, the Company plans to continue said liability limitation agreements with them.

-9-Proposal 3:

Election of One Auditor

The term of office of Mr. Kazuo Momose will expire at the conclusion of this year’s Annual General
Meeting of Shareholders. Accordingly, the Company proposes the election of one Auditor.
The Company has obtained the consent of the Board of Auditors regarding the submission of this
proposal.
The candidate for Auditor is as follows:
Name(Date of birth)

Past experience, positions, and significant concurrent positions

Number ofshares of theCompany held

April 1980
January 2006

Joined the Mitsubishi Bank, Ltd. (currently MUFG Bank, Ltd.)
General Manager, Marketing & Product Service Division, The
Bank of Tokyo-Mitsubishi UFJ, Ltd. (currently MUFG Bank,
Ltd.)
April 2007
General Manager, Marketing Division*Takeo Tohara
April 2009
Left the Bank(May 16, 1956)
0Representative Director & President, Jibun Bank Corporation
October 2012
Advisor, Mitsubishi UFJ Loan Business KK
OutsideJanuary 2013
Managing Director, Chitose Kosan Co., Ltd.
June 2014
Representative Director and Executive Vice President, MU
Frontier Servicer Co., Ltd.
To the present(scheduled to resign in June 2018)[Reason for nomination as candidate for Outside Auditor]
Mr. Takeo Tohara has long been involved in management, and to receive his supervision of the Company’s managementfrom a standpoint independent of the Company’s management based on his wealth of experience and broad insight as acorporate manager, the Company has designated him as a candidate.
(Notes)1. There are no special interests between the candidate for Auditor and the Company.
2. An asterisk (*) indicates a new candidate.
3. Mr. Takeo Tohara is a candidate for Outside Auditor.
4. In its Articles of Incorporation, the Company defines that it may conclude agreements with Auditors to limit their
liability for damages due to negligence of duties. If the election of Mr. Takeo Tohara is approved, the Company plans
to conclude a liability limitation agreement with him, with the limit set as the amount stipulated by laws andregulations.

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