(Translation)
Securities Code: 5262
June 8, 2018
To Our Shareholders with Voting Rights:
Minoru Okawauchi
President and Director
NIPPON HUME CORPORATION
5-33-11 Shimbashi, Minato-ku, TokyoNOTICE OF CONVOCATION OF
THE 135TH 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 135th 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 by no later than
5:20 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:

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 135thFiscal Year (April 1, 2017 to March 31, 2018), and results of audits of theConsolidated Financial Statements by the Accounting Auditor and the Audit& Supervisory Board
2. Non-consolidated Financial Statements for the 135th Fiscal Year (April 1,2017 to March 31, 2018)
Proposals to be resolved:
Appropriation of Surplus
Proposal 1:
Election of One (1) Director
Proposal 2:-1-•••When attending the meeting, please submit the enclosed Voting Rights Exercise Form at the receptiondesk.
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, in accordance with laws and regulations andthe 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’sAudit 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 theNon-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 be posted on the Company’s website.
The Company’s website(http://www.nipponhume.co.jp/)-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 dividend
1) Type of dividend property

Cash2) Appropriation of dividend property toshareholders and its total amount¥17 per share for the Company’s common stock
Total dividends: ¥436,522,889

3) Effective date for dividends from surplus

June 29, 2018

2. Other matters concerning the appropriation of surplus
1) Accounting item of surplus to increase andthe amount of increase

General reserve: ¥500,000,0002) Accounting item of surplus to decrease
and the amount of decrease

Retained earnings brought forward: ¥500,000,000-3-

Proposal 2:

Election of One (1) Director

In order to further reinforce our corporate governance system, the Company will add one (1) Outside
Director and proposes the election thereof.
The term of office of the newly elected Director shall be, in accordance with the provisions of theCompany’s Articles of Incorporation, until the expiration of the terms of office of other incumbent Directors.
The candidate for Director is as follows:
Name(Date of birth)

Career summary, positions, responsibilities
and significant concurrent positions
July 1971
July 2005
August 2008
April 2013
September 2013

Masahiro Maeda(October 30, 1948)
New candidate
Candidate for Outside
Director
Number of the Company’sshares held0

Joined Tokyo Metropolitan Government
Director General of the Bureau of Sewerage of Tokyo
Metropolitan Government
President of Tokyo Metropolitan Sewerage Service Corporation
Professor of University Research Center of Nihon University (topresent)
President of Sewage-Maintenance Co-operation

1. There are no special interests between the candidate and the Company.
2. Mr. Masahiro Maeda is a candidate for Outside Director.
3. Reasons for the election of Mr. Masahiro Maeda as a candidate for Outside
Director are as follows:
Mr. Masahiro Maeda has many years of experience in government
administration. In addition, Mr. Maeda is familiar with overall sewage lines, thebusiness area of the Company. Therefore, the Company believes that Mr. Maeda
is appropriate as an Outside Director of the Company.
4. An outline of a limited liability agreement with Outside Directors is as follows:
If the election of Mr. Masahiro Maeda is approved, the Company, pursuant toArticle 427, Paragraph 1 of the Companies Act, intends to enter into anagreement with him to limit his liability for damages pursuant to Article 423,
Paragraph 1 of said Act to the extent of the minimum liability amount prescribedin Article 425, Paragraph 1 of said Act.
5. Mr. Masahiro Maeda satisfies the requirements for an Independent Director
defined by the Tokyo Stock Exchange, and the Company intends to register him
as Independent Director.

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