(Translation)
Securities Code: 5262
June 14, 2017
To Our Shareholders:Minoru Okawauchi
President and Director
NIPPON HUME CORPORATION
5-33-11 Shimbashi, Minato-ku, TokyoNOTICE OF CONVOCATION OF
THE 134TH ANNUAL GENERAL MEETING OF SHAREHOLDERS
Dear Shareholders:
We would like to express our appreciation for your continued support and patronage.
You are cordially invited to attend the 134th Annual General Meeting of Shareholders of NIPPON HUMECORPORATION (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. Please review
the attached Reference Documents for the General Meeting of Shareholders, indicate your vote for oragainst the proposals on the enclosed Voting Rights Exercise Form and return it to us no later than 5:20
p.m. Japan time on Wednesday, June 28, 2017.

1. Date and Time:Thursday, June 29, 2017 at 10:00 a.m. Japan time

2. Place:

Conference room on the 8th floor of the Company (Shimbashi NH Building)
5-33-11 Shimbashi, Minato-ku, Tokyo, Japan

3. Meeting Agenda:
Matters to be reported: 1. The Business Report and Consolidated Financial Statements for the 134thFiscal Year (April 1, 2016 to March 31, 2017), and results of audits of theConsolidated Financial Statements by the Accounting Auditor and the Audit& Supervisory Board
2. Non-consolidated Financial Statements for the 134th Fiscal Year (April 1,2016 to March 31, 2017)
Proposals to be resolved:
Appropriation of Surplus
Proposal 1:
Election of Ten (10) Directors
Proposal 2:
Continuation of Countermeasures against Large-scale Purchases of the
Proposal 3:Company’s Shares (Takeover Defense Measures)-1-When attending the meeting, please submit the enclosed Voting Rights Exercise Form at the reception desk.
Please note that the following items are not presented in the attached document of this notice ofconvocation, as they are posted on the Company’s website (http://www.nipponhume.co.jp/), in accordancewith laws and regulations and the provisions under Article 14 of the Company’s Articles of Incorporation.
1. Notes to the Consolidated Financial Statements
2. Notes to the Non-consolidated Financial Statements
The Consolidated Financial Statements and Non-Consolidated Financial Statements audited by the Audit &Supervisory Board and Accounting Auditor in preparing the Audit Report and Accounting Auditor’s Audit
Report, respectively, include the information in the attached document, as well as other information required
to be disclosed in the “Notes to the Consolidated Financial Statements” and “Notes to the Non-Consolidated
Financial Statements.”
If the Reference Documents for the General Meeting of Shareholders, Business Report, Consolidated
Financial Statements or Non-Consolidated Financial Statements require revisions, the revised versions will beposted on the Company’s website stated above.

-2-Reference Documents for the General Meeting of Shareholders
Proposal 1:

Appropriation of Surplus

The Company proposes to distribute the surplus as described below.
The Company considers distribution of profits to shareholders as an important management task. Ourbasic policy is to maintain a stable dividend level. In the meantime, we strive to enhance overall return toshareholders by implementing purchases of treasury shares and other measures, taking into accountfactors such as maintaining a sound financial structure, enhancing internal reserves to prepare forbusiness development, as well as performance.
Funds retained as internal reserves will be used as a portion of the funds invested in development of
new products and new technologies and for capital investment in efficiency enhancement and reductionof power consumption. The efficiency of the investments is considered from a long-term perspective.
The Company is scheduled to pay the year-end dividend for the fiscal year under review as described
below, taking into account factors such as non-consolidated financial results, consolidated financialresults, financial condition and future management environment.
1. Details of the year-end dividend1) Type of dividend property
Cash2) Appropriation of dividend property to shareholders and its total amount¥16 per share for the Company’s common stock
Total dividends:¥415,336,672
3) Effective date for dividends from surplus
June 30, 2017
2. Other matters concerning the appropriation of surplus
1) Accounting item of surplus to increase and the amount of increase
General reserve:¥500,000,000
2) Accounting item of surplus to decrease and the amount of decrease
Retained earnings brought forward: ¥500,000,000-3-

Proposal 2:

Election of Ten (10) DirectorsThe terms of office of all nine (9) Directors will expire at the conclusion of this General Meeting ofShareholders.
Therefore, the Company will increase one (1) Director in order to reinforce the management structure andproposes the election of ten (10) Directors.
The candidates for Directors are as follows:No.

Name(Date of birth)

Career summary, positions and responsibilities at the Company(Significant concurrent positions)
April 1971
June 2001

June 2002
June 2003

March 2007

1Shizuo Nomura(March 12, 1949)

June 2007

June 2008

June 2009
June 2015

Joined the Company
General Manager of Kumagaya FactoryPresident and Representative Director of ANZAI TEKKOSHO
Corporation (current GYKO AKEBONO Corporation)
Director, General Manager of Technology Research Laboratoryand Kumagaya FactoryManaging Director, General Manager of Corporate Planning
Department and Administration Division
President and Representative Director of NH FUTABACorporation
Managing Director, General Manager of Corporate Planning
Department and Administration Division, General Manager ofReal Estate & Environmental Business Division
Outside Corporate Auditor of NIPPON JOGESUIDO SEKKEICO., LTD. (current NJS Co., Ltd.)
Senior Managing Director, General Manager of Corporate
Planning Department and Administration Division, General
Manager of Real Estate & Environmental Business Division, incharge of International Business Division
Senior Managing Director, General Manager of Internal Audit
Office and Corporate Planning Department, General Manager ofAdministration Division, General Manager of HumanResources Department, General Manager of Real Estate &Environmental Business Division, in charge of International
Business Division
President and Representative Director
Outside Director of ASAHI CONCRETE WORKS CO., LTD.
Chairman and Representative Director(to present)-4-

Number of theCompany’s
shares held

32,000No.

Name(Date of birth)

Career summary, positions and responsibilities at the Company(Significant concurrent positions)
September 1985June 1992
April 1999
June 2003
June 2009

October 2009

2Minoru Okawauchi(February 7, 1954)

March 2011
April 2011
June 2011
June 2013
June 2014

June 2015

Joined the Company
President and Representative Director of NIPPON HUME
INTERNATIONAL LTD.
General Manager of International Business Division
Director, General Manager of International Business Division
Managing Director, General Manager of International Business
Division
Director of NIPPON HUME INTERNATIONAL LTD.
Managing Director of NIPPON HUME INTERNATIONAL
LTD.
Outside Director of NIPPON JOGESUIDO SEKKEI CO.,LTD. (current NJS Co., Ltd.)Managing Director, in charge of International BusinessDivision
Outside Corporate Auditor of DC Co., Ltd.
Senior Managing Director, General Manager of Corporate
Planning Department
Senior Managing Director, General Manager of
Administration Division, in charge of Corporate Planning
Department and International Business Division
President and Representative Director(to present)-5-

Number of theCompany’s
shares held

21,000No.

Name(Date of birth)

Career summary, positions and responsibilities at the Company(Significant concurrent positions)
April 1974
June 2003
June 2007
June 2011
June 2012

March 2013

3

Naoki Toyoguchi(August 9, 1951)

April 2013
June 2013
June 2014
June 2015

June 2016

Joined the Company
General Manager of Osaka Branch
Director, General Manager of Tokyo BranchManaging Director, General Manager of Tokyo BranchManaging Director, General Manager of Sales Division andProduct Sales Department, General Manager of MarketDevelopment Department
President and Representative Director of NIPPON HUMEENGINEERING CORPORATION
President and Representative Director of HUMEZCORPORATION
Outside Corporate Auditor of NIPPON JOGESUIDO SEKKEICO., LTD. (current NJS Co., Ltd.)(to present)
Managing Director, General Manager of Sales Division andProduct Sales Department
Managing Director, General Manager of Sales Division, in chargeof Sewage Line-related Business Division
Chairman and Director of NIPPON HUME ENGINEERINGCORPORATION
Senior Managing Director, General Manager of Internal Audit
Office and Administration Division, in charge of International
Business Division, in charge of Real Estate & Environmental
Business Division
Outside Corporate Auditor of DC Co., Ltd.
(to present)
Senior Managing Director, General Manager of Internal Audit
Office and Administration Division, General Manager of Real
Estate & Environmental Business Division, in charge ofInternational Business Division(to present)-6-

Number of theCompany’s
shares held

15,000No.

Name(Date of birth)

Career summary, positions and responsibilities at the Company(Significant concurrent positions)
April 1980
December 2006
June 2011
June 2012
June 2013

4

Hirokuni Endou(October 3, 1955)

March 2015

June 2015

June 2016

April 1982
April 2006
April 2010
June 2013
June 2014

5

Masahiro Asazuma(March 20, 1959)

June 2015

June 2016

Number of theCompany’s
shares held

Joined the Company
General Manager of Fukuoka Branch
Deputy Director, General Manager of Fukuoka Branch
Deputy Director, General Manager of Osaka Branch
Director, General Manager of Tokyo BranchPresident and Representative Director of TOHO HUME PIPESCORPORATION
Outside Director of NIPPON JOGESUIDO SEKKEI CO., LTD.
(current NJS Co., Ltd.)(to present)
Director, General Manager of Sales Division, in charge of Sewage
Line-related Business Division(to present)
Outside Corporate Auditor of ASAHI CONCRETE WORKS
CO., LTD.
(to present)

4,000

Join the Company
General Manager of Amagasaki Factory
General Manager of Kumagaya Factory
Director, General Manager of Technology Department andConstruction Technology Department
Director, General Manager of Construction Business Division andTechnology Department
Director, General Manager of Safety Management Department
and Technology Division, General Manager of Construction
Business Division, General Manager of Technology Department,
General Manager of Production Department, General Manager ofQuality Management Department, in charge of Technology
Research Laboratory
Director, General Manager of Technology Division andConstruction Business Division, in charge of Safety Management
Department and Technology Research Laboratory(to present)

7,000-7-No.

67*8Name(Date of birth)

Career summary, positions and responsibilities at the Company(Significant concurrent positions)February 1992

Joined the Company

April 2011

General Manager of Corporate Planning Department

June 2013

Outside Director of ASAHI CONCRETE WORKS CO., LTD.

June 2014

Director, General Manager of Corporate Planning Department

Tomoyuki Masubuchi June 2015
(November 6, 1964) June 2016

Masataka Ohashi(May 19, 1954)

Keiichi Toyama(July 4, 1953)

Corporate Auditor of ASAHI CONCRETE WORKS CO., LTD.
Director, General Manager of General AdministrativeDepartment and Corporate Planning Department(to present)

March 2017

Outside Corporate Auditor of NJS Co., Ltd.
(to present)

April 1974

Joined the Company

June 2007

General Manager of Sapporo Branch

June 2011

Deputy Director, General Manager of Sapporo Branch

June 2015

Director, General Manager of Tokyo Branch(to present)

June 1999

Joined the Company

October 2008

General Manager of Sales Department of Osaka Branch

June 2011
June 2012

Deputy Director, Deputy General Manager and General
Manager of Sales Department of Osaka Branch
Deputy Director, General Manager of Fukuoka Branch

June 2015

Management Officer, General Manager of Fukuoka Branch

June 2016

Management Officer, General Manager of Osaka Branch andFukuoka Branch(to present)-8-

Number of theCompany’s
shares held

7,000

4,700

5,000

No.

910Name(Date of birth)

Career summary, positions and responsibilities at the Company(Significant concurrent positions)
May 1969

Joined Metropolitan Police Department

March 2006

Chief of the 5th Area Headquarters of Metropolitan Police
Department

February 2008

Chief of the 8th Area Headquarters and Director of Police
Administration Department of Metropolitan Police Department

Tomoki Suzuki
April 2009
(November 15, 1949)
April 2015Katsuji Urakami(July 15, 1945)

Advisor of Meiji Yasuda Life Insurance Company
Outside Director(to present)
Outside Auditor of ALPHA Corporation(to present)

April 1970

Joined ASAHI CONCRETE WORKS CO., LTD.

June 2001

Director of ASAHI CONCRETE WORKS CO., LTD.

June 2007

Managing Director of ASAHI CONCRETE WORKS CO.,LTD.
President and Representative Director of ASAHI CONCRETE
WORKS CO., LTD.
Full-time Corporate Auditor of ASAHI CONCRETE WORKS
CO., LTD.
(to present)
Outside Director(to present)

June 20150Advisor

June 2015

June 2012

Number of theCompany’sshares held0(Notes) 1. There are no special interests between each candidate and the Company.
2. * indicates a new candidate for Director.
3. Messrs. Tomoki Suzuki and Katsuji Urakami are candidates for Outside Directors.
4. Reasons for the election of Messrs. Tomoki Suzuki and Katsuji Urakami as candidates for Outside Directors are as
follows:
Mr. Tomoki Suzuki possesses considerable knowledge and experience accumulated over many years serving in theMetropolitan Police Department. Mr. Suzuki is expected to provide useful advice on the Company’s management
mainly from the perspective of compliance. Therefore, the Company believes that Mr. Suzuki is appropriate as an
Outside Director of the Company. Although Mr. Suzuki has not been directly involved in the management of acompany, the Company believes that Mr. Suzuki is capable of executing duties as an Outside Director for thereasons stated above.
Mr. Katsuji Urakami has been involved in the management of a company for many years and possesses
considerable experience and insight as a corporate manager. In addition, Mr. Urakami is familiar with the concrete
product industry associated with the Company. Therefore, the Company believes that Mr. Urakami is appropriate
as an Outside Director of the Company.
5. Messrs. Tomoki Suzuki and Katsuji Urakami are the current Outside Directors of the Company and will have
served as Outside Directors for two years at the conclusion of this General Meeting of Shareholders.
6. Mr. Katsuji Urakami’s positions and responsibilities as an executive at present and for the past five years at ASAHICONCRETE WORKS CO., LTD., which is a specified associated service provider to the Company, are shown inthe section of “Career summary, positions and responsibilities at the Company.”
7. An outline of a limited liability agreement with Outside Directors is as follows:
The Company has entered into a limited liability agreement with Messrs. Tomoki Suzuki and Katsuji Urakami tolimit their liability for damages pursuant to Article 423, Paragraph 1 of the Companies Act. The maximum amountof liability under the agreement is ¥10 million or the minimum liability amount stipulated by laws and regulations,whichever is the greater. If the reelection of Messrs. Suzuki and Urakami is approved, the Company intends to-9-

continue said agreement with each of them.
8. The Company has registered Messrs. Tomoki Suzuki and Katsuji Urakami as Independent Directors pursuant to theprovisions of the Tokyo Stock Exchange. If the reelection of Messrs. Suzuki and Urakami is approved, theCompany intends to continue to register them as Independent Directors.

- 10 -Proposal 3:

Continuation of Countermeasures against Large-scale Purchases of the Company’s Shares(Takeover Defense Measures)

The Company introduced “Countermeasures against Large-scale Purchases of the Company’s Shares(Takeover Defense Measures)” at the Board of Directors Meeting held on March 21, 2008, and received
approval by shareholders at the 125th Annual General Meeting of Shareholders held in June 2008. The
countermeasures, which are continued with the recent resolution at the 131st Annual General Meeting ofShareholders held in June 2014 (hereinafter, the “Current Plan”), will expire at the conclusion of the134th Annual General Meeting of Shareholders (hereinafter, the “General Meeting of Shareholders”).
Even after the continuation of the Current Plan, the Company has been examining its concept, as wellas its continuation, as part of efforts to ensure and enhance the corporate value of the Company andshareholders’ common interests, taking into account factors such as changes in social and economic
circumstances, various trends and progress of various discussions regarding takeover defense measures,and the purpose of corporate governance code.
As a result, it was resolved to continue the countermeasures subject to the approval of shareholders at
the General Meeting of Shareholders (hereinafter the “Plan” for countermeasures after the continuation)at the Company’s Board of Directors Meeting held on May 25, 2017, with the attendance of all nine (9)Directors of the Company including two (2) Outside Directors. The Plan is part of efforts to prevent
decisions on the Company’s financial and business policies from being controlled by inappropriate
persons in light of the “basic policies related to the way a person is to control the decisions on thefinancial and business policies of the stock company” prescribed in Article 118, Item 3 of the Ordinancefor Enforcement of the Companies Act (hereinafter the “Basic Policies on Control of the Company”).
Therefore, the Company asks for approval on this proposal.
Major changes in the Plan from the Current Plan are as follows:- The maximum period is set for the Company’s Board of Directors to request additional
information in addition to necessary information provided by the large-scale purchaser.
- It is clarified that delivery of cash is not expected as a consideration for the acquisition of stockacquisition rights held by the large-scale purchaser in the event that stock acquisition rights areallocated without charge as a countermeasure against the large-scale purchase.
- Other changes have been made such as revising words and rearranging phrases.

- 11 -