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 6958)
June 9, 2016
To Shareholders with Voting Rights:
Takeo Takai
President
CMK Corporation
6-5-1 Nishi-Shinjuku, Shinjuku-ku, TokyoNOTICE OF
THE 56TH 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 56th Annual General Meeting of Shareholders of CMK Corporation(the “Company”). The meeting will be held for the purposes as described below.
If you are unable to attend the meeting, you can exercise your voting rights in writing by submitting the
Voting Rights Exercise Form.
If exercising your voting rights in writing, please review the attached 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 5:10 p.m. on Tuesday, June 28, 2016, Japan time.
1. Date and Time:

Wednesday, June 29, 2016 at 10:00 a.m. Japan time

2. Place:

Multiple Hall, Cultural Centre of Fujimi City, KIRARI FUJIMI located at
1803-1, Oaza Tsuruma, Fujimi-shi, Saitama

3. Meeting Agenda:
Matters to be reported: 1. The Business Report, Consolidated Financial Statements for the Company’s
56th Fiscal Year (April 1, 2015 - March 31, 2016) 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 56th Fiscal Year
(April 1, 2015 - March 31, 2016)
Proposals to be resolved:
Reduction of the Amounts of Legal Capital Surplus and Legal Retained
Proposal 1:
Earnings and Appropriation of Surplus
Election of Ten (10) Directors
Proposal 2:
Election of One (1) Corporate Auditor
Proposal 3:
Election of One (1) Substitute Corporate Auditor
Proposal 4:-1-

4. Other Matters concerning the Notice of Convocation
Of the documents attached to the Notice of Convocation, Notes to the Consolidated Financial Statements
and Notes to the Non-consolidated Financial Statements are posted on the Company’s website(http://www.cmk-corp.com) on the Internet based on relevant laws and Article 16 of the Companies Act.
As a result, the documents attached to this Notice of Convocation are a subset of the Consolidated
Financial Statements and the Non-consolidated Financial Statements audited by the Accounting Auditor
and the Board of Corporate Auditors during preparation of the Audit Report.

------------------------------------------------------------------------------------------------------------------------------------When attending the meeting, please submit the enclosed Voting Rights Exercise Form at the reception desk.
Should the Appendix and the Reference Documents for the General Meeting of Shareholders require
revisions, the revised versions will be posted on the Company’s website (http://www.cmk-corp.com).

-2-

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

Reduction of the Amounts of Legal Capital Surplus and Legal Retained Earnings andAppropriation of Surplus

In order to replenish deficiency in retained earnings brought forward and secure flexible capital
policy in the future for early resumption of payment of dividends, the Company proposes reduction of
the amounts of legal capital surplus and legal retained earnings and appropriation of surplus.
1. Reduction of the Amounts of Legal Capital Surplus and Legal Retained Earnings
The Company proposes to reduce the amounts of legal capital surplus and legal retained earnings andtransfer these funds to other capital surplus and retained earnings brought forward, respectively,
pursuant to Article 448, Paragraph 1 of the Companies Act.
(1) Amounts of decreasing surplus
Legal capital surplus: 8,567,982,920 yen of 22,063,729,155 yen
Legal retained earnings: All of 984,915,473 yen(2) Amounts of increasing surplus
Other capital surplus: 8,567,982,920 yen
Retained earnings brought forward: 984,915,473 yen(3) Effective date of the reduction of the amounts of surplus
June 29, 2016
2. Appropriation of Surplus
The Company proposes to reduce a component of other capital surplus and transfer it to retained
earnings brought forward upon the condition that reduction of the amounts of the above surpluses are
effected pursuant to Article 452 of the Companies Act.
(1) Items regarding decreasing surplus and their amounts
Other capital surplus: 5,435,321,606 yen of 8,567,982,920 yen(2) Items regarding increasing surplus and their amounts
Retained earnings brought forward: 5,435,321,606 yen-3-Proposal 2:

Election of Ten (10) Directors

The terms of office of all eight (8) Directors will expire at the conclusion of the General Meeting of
Shareholders. In order to strengthen the management structure, the Company proposes an increase of two (2)Directors. Accordingly, the election of ten (10) Directors is proposed.
The candidates for Directors are as follows:
No.

Name
(Date of birth)

Past experience, positions, responsibilities,
and significant concurrent positions
March 1976
April 1994

1

2

Number ofshares of theCompany held

Joined the Company
General Manager of Production Engineering Department of
Niigata Satellite of the Company
June 1997
Director of the Company
April 2002
Executive Officer of the Company
Executive Managing Officer of the Company
April 2006
Takeo Takai
June 2008
Director and Executive Managing Officer of the Company
12,280(January 12, 1953) April 2011
Representative Director of the Company
June 2011
Representative Director and Executive Vice President of theCompany
April 2014
President and Chief Executive Officer of the Company(current position)[Significant concurrent positions]
Chairperson of the Foundation for Technology Promotion Electronic Circuit Board[Reason for selection of the candidate for Director]
Mr. Takeo Takai has been involved in the fields of production and engineering management since he joined the Company
and he has served as Director since 1997. As a manager, he has ample experience and achievements in creation of thefoundation of the global production system, etc. Since he was appointed as President in 2014, he has demonstrated strong
leadership and has made solid progress in business structure reform. Accordingly, the Company continues to propose to electhim as Director in order to improve corporate value.
Joined the Company
April 1983
General Manager of General Affairs Department of theAugust 1995
Company
Director of the Company
June 1997
Managing Director of the Company
April 1999
November 2002 Director and Executive Vice President of the Company
April 2003
President and Chief Executive Officer of the Company
Takahiro Nakayama August 2011
Advisor of the Company
0(January 3, 1964)
October 2012
Joined Chiyoda Denshi Co., Ltd.
April 2014
Executive Vice President of the Company
Chairman of CMK CORPORATION (THAILAND) CO.,LTD.
June 2014
Director and Executive Vice President of the Company(current position)
In charge of Purchasing of the Company
January 2016(current position)[Reason for selection of the candidate for Director]
Mr. Takahiro Nakayama has ample experience and achievements in a wide range of fields such as Sales, General Affairs,
Production, and Corporate Strategy Divisions since he joined the Company. He currently serves as Director and Executive
Vice President and controls group-wide procurement as well as works for strengthening cost readiness. Accordingly, theCompany has determined that he can appropriately improve corporate value, and therefore continues to propose to elect him
as Director.

-4-

No.

Name
(Date of birth)

Past experience, positions, responsibilities,
and significant concurrent positions
April 1984
March 2008
March 2013
April 2013

3

4

Number ofshares of theCompany held

Joined Canon Electronics Inc.
Director of Canon Electronics Inc.
Joined the Company
General Manager of Accounting Department and General
Manager of Finance Department of the Company
October 2013
Executive Officer of the Company
June 2014
Director and Executive Officer of the Company
Akira Kurosawa
2,025
In charge of Accounting and Finance of the Company(March 15, 1962)
April 2015
Director and Executive Managing Officer of the Company
In charge of Corporate Strategy of the Company(current position)
January 2016
In charge of Information System of the Company(current position)[Significant concurrent positions]Representative Director and President of CMK FINANCE CORPORATION[Reason for selection of the candidate for Director]
Mr. Akira Kurosawa has professional knowledge, ample experience, and achievements mainly in the accounting and financefields. He is currently in charge of corporate strategy as Director and Executive Managing Officer in order to achieve the
mid-term management plan. Accordingly, the Company has determined that he can appropriately improve corporate value,
and therefore continues to propose to elect him as Director.
April 1984
Joined the Company
April 2001
General Manager of Central Region Sales Division of theCompany
April 2002
Managing Director of CMK EUROPE N.V.
August 2006
Joined Toyota Tsusho Electronics Corporation
August 2008
General Manager of Overseas Sales Administration Departmentof the Company
January 2012
Chairman of CMKC (HK) LIMITED
Eizo Shibata(current position)
3,437(June 20, 1960)
December 2012 Executive Officer of the Company
In charge of Sales of the Company
May 2014
Executive Managing Officer of the Company
June 2015
Director and Executive Managing Officer of the Company
In charge of Sales of the Company(current position)[Significant concurrent positions]
Chairman of CMKC (HK) LIMITED
Chairman of CMKC (SHENZHEN), LTD.
[Reason for selection of the candidate for Director]
Mr. Eizo Shibata has been involved in the sales division since he joined the Company and he has ample experience andachievements through practical operations. He currently serves as Director and Executive Managing Officer and controls thegroup-wide sales division as well as works for strengthening global sales. Accordingly, the Company has determined that hecan appropriately improve corporate value, and therefore continues to propose to elect him as Director.

-5-

No.

Name
(Date of birth)

Past experience, positions, responsibilities,
and significant concurrent positions
April 1995
April 2003

5

6

Number ofshares of theCompany held

Joined the Company
General Manager of Corporate Planning Department of theCompany
October 2004
General Manager of Business Promotion Division of theCompany
April 2006
Executive Officer of the Company
June 2007
Director and Executive Officer of the Company(current position)
Akiharu Nakayama
November 2008 General Manager of Quality Assurance Division of the(September 23,
0Company
1968)
In charge of Quality Management and Environment
Management of the overall Company
June 2011
Representative Director and President of CMK PRODUCTS
CORPORATION(current position)[Significant concurrent positions]Representative Director and President of CMK PRODUCTS CORPORATION[Reason for selection of the candidate for Director]
Mr. Akiharu Nakayama has worked in a wide range of fields such as personnel, corporate strategy, and quality assurance
divisions with his ample experience and achievements. He currently serves as Director and Executive Officer as well as anindividual in charge of a manufacturing subsidiary in order to improve group-wide earning power. Accordingly, theCompany has determined that he can appropriately improve corporate value, and therefore continues to propose to elect him
as Director.
January 1989
Joined the Company
April 1999
General Manager of Associated Company Control Departmentof the Company
April 2001
General Manager of Sales Planning Department of the Company
April 2003
General Manager of Sales Promotion Division and Sales
Administration Department and General Manager of Purchasing
and Logistics Department of the Company
April 2005
General Manager of Auditing Office of the Company
Hiroshi Hanaoka
1,925
April 2007
Executive Officer and General Manager of Auditing Office of(October 12, 1956)
the Company
In charge of CSR, Risk Management, and Safety Management of
the Company
June 2014
Director and Executive Officer of the Company(current position)
April 2016
In charge of Quality Management and Environment
Management of the Company(current position)[Reason for selection of the candidate for Director]
Mr. Hiroshi Hanaoka has worked in a wide range of fields such as accounting and finance, purchasing, environment
management, internal control, risk management, and auditing divisions with his ample experience and achievements. He
currently serves as Director and Executive Officer in order to improve group-wide quality. Accordingly, the Company has
determined that he can appropriately improve corporate value, and therefore continues to propose to elect him as Director.

-6-

No.

Name
(Date of birth)

Past experience, positions, responsibilities,
and significant concurrent positions
April 1985
April 2004

7

8

Number ofshares of theCompany held

Joined the Company
General Manager of Accounting Department and General
Manager of Finance Department of the Company
April 2006
Executive Officer, General Manager of Accounting Department
and General Manager of Finance Department of the Company
In charge of Accounting and Finance of the Company
October 2010
General Manager of Auditing Office of the Company
Kenichi Urushiyama April 2011
Joined B Food Science Co., Ltd.
1,355
(January 20, 1961) April 2014
Advisor of the Company
May 2014
Executive Officer and General Manager of Corporate Planning
Department of the Company
In charge of Information System of the Company
June 2014
Director and Executive Officer of the Company(current position)
April 2015
In charge of Administration Affairs of the Company(current position)[Reason for selection of the candidate for Director]
Mr. Kenichi Urushiyama has worked mainly in accounting, finance, and corporate strategy divisions since he joined theCompany and has ample experience and achievements through practical operations. He currently serves as Director andExecutive Officer in order to strengthen cost readiness. Accordingly, the Company has determined that he can appropriately
improve corporate value, and therefore continues to propose to elect him as Director.
April 1992
Assistant, Division of Mechanical Engineering and Materials
Science, Yokohama National University
August 1993
Lecturer, Division of Mechanical Engineering and Materials
Science, Yokohama National University
August 1996
Assistant Professor, Division of Mechanical Engineering andMaterials Science, Yokohama National University
April 2001
Assistant Professor, Division of System Research and Course of
Systems Design, Faculty of Engineering, Yokohama National
University
Tsuyoshi Ukyo
April 2007
Associate Professor, Division of System Research and Course of0(January 27, 1964)
Systems Design, Faculty of Engineering, Yokohama National
University
April 2012
Professor, Division of System Research and Course of Systems
Design, Faculty of Engineering, Yokohama National University(current position)
June 2015
Director of the Company(current position)[Significant concurrent positions]
Professor, Faculty of Engineering, Yokohama National University[Reason for selection of the candidate for Outside Director]
Mr. Tsuyoshi Ukyo has provided appropriate advice to the Company’s management and supervision from his independent
position by utilizing his professional knowledge and experience gained as a university professor and made appropriate
remarks in the Board of Directors. While he has not had previous involvement with corporate management except for being
an Outside Officer, it has been determined that he can appropriately carry out his duties as Outside Director for the above
reasons.

-7-

No.

Name
(Date of birth)

Past experience, positions, responsibilities,
and significant concurrent positions

Number ofshares of theCompany held

September 1989
August 1992
January 1993
October 2014

Joined CMK Kanbara Electronics Corporation
Joined Kuwabara Electric Corporation
Joined Niigata Quality Supply Co., Ltd.
Joined the Company
Deputy General Manager of Domestic Operations Head Officeand Kanbara Manufacturing Operation of the Company* Isao Osawa
December 2014 General Manager of Domestic Operations Head Office and71(April 29, 1958)
Quality Assurance Department of the Company
February 2015
Executive Officer of the Company
9(current position)
General Manager of Domestic Operations Head Office of theCompany
April 2016
In charge of Production of the Company(current position)[Reason for selection of the candidate for Director]
Mr. Isao Osawa works mainly in the production division and has ample experience and achievements through practicaloperations. He currently serves as Executive Officer in order to control the group-wide production divisions as well as
strengthen productivity. Accordingly, the Company has determined that he can appropriately improve the corporate value,
and therefore continues to propose to elect him as Director.
April 1962
Joined Fujikura Kasei Co., Ltd.
July 1983
Director of Fujikura Kasei Co., Ltd.
July 1987
Managing Director of Fujikura Kasei Co., Ltd.
June 1991
Representative Senior Managing Director of Fujikura Kasei Co.,Ltd.
June 1992
President of Fujikura Kasei Co., Ltd.
*Yoshiaki Hasegawa June 2005
Representative Director and Chairman of Fujikura Kasei Co.,
0
(October 3, 1938)
Ltd.
April 2013
Director and Chairman of Fujikura Kasei Co., Ltd.
10
June 2015
Senior Advisor of Fujikura Kasei Co., Ltd.
(current position)[Significant concurrent positions]
Senior Advisor of Fujikura Kasei Co., Ltd.
Outside Corporate Auditor of Fujikura Rubber Ltd[Reason for selection of the candidate for Outside Director]
The Company proposes to elect Mr. Yoshiaki Hasegawa as Director, taking into consideration his contribution to further
strengthening corporate governance by utilizing his professional knowledge and experience gained as a corporate manager
and by his advice on the Company’s corporate management.
(Notes) 1. * indicates a new candidate for Director.
2. Mr. Akiharu Nakayama, a candidate for Director, serves as the Representative Director and President of CMKPRODUCTS CORPORATION. The Company and CMK PRODUCTS CORPORATION have trading relations including
sales and purchasing of product and merchandise. There are no special interests between other candidates for Director
and the Company.
3. The term of office of Mr. Tsuyoshi Ukyo as Outside Director will be one (1) year at the conclusion of this Annual
General Meeting of Shareholders.
4. Mr. Tsuyoshi Ukyo and Mr. Yoshiaki Hasegawa are candidates for Outside Director and they meet the requirements for
Independent Director/Auditor stipulated by the Tokyo Stock Exchange.
5. Pursuant to Article 427, Paragraph 1 of the Companies Act, the Company has concluded a liability limitation agreementwith Mr. Tsuyoshi Ukyo to limit the liability under Article 423, Paragraph 1 of the Companies Act. The maximum
amount of liability pursuant to the agreement is the amount stipulated by laws and regulations.
If he is reappointed as an Outside Director, the Company plans to continue the same agreement with him.
Additionally, if Mr. Yoshiaki Hasegawa is appointed as an Outside Director, the Company plans to conclude the same
agreement with him.

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Proposal 3:

Election of One (1) Corporate Auditor

Of the three (3) Corporate Auditors, the term of office of one (1) Corporate Auditor, namely Mr. Yutaka
Ishii, will expire at the conclusion of the General Meeting of Shareholders. Accordingly, the election of one(1) Corporate Auditor is proposed.
The candidate for Corporate Auditor is as follows.
The Board of Corporate Auditors has previously given its approval to this proposal.
Name(Date of birth)

Past experience, positions, responsibilities,
and significant concurrent positions

Number ofshares of theCompany held

April 1977
April 2000

Joined Toshiba Corporation
General Manager, System LSI Reliability Technology
Department, Semiconductor Manufacturing Operations Divisionof Toshiba Corporation
April 2006
Joined Sony Corporation
November 2006 General Manager of Quality and Reliability Division,
Semiconductor Manufacturing Operations Division of Sony
Takashi Ogasawara
Corporation
0(October 23, 1951)
December 2011 Joined the Company
March 2012
General Manager of Quality Assurance Division of the Company
July 2012
Executive Officer of the Company(current position)
April 2016
General Manager of Quality Assurance Division of the Company
Assistant officer in charge of Quality Management of theCompany[Reason for selection of the candidate for Corporate Auditor]
Mr. Takashi Ogasawara works mainly in the quality assurance division and participates in the corporate management as
Executive Officer at the Company with his ample experience and high level of insight through practical operations.
Accordingly, the Company has determined that he can appropriately carry out his duties as Corporate Auditor, and therefore
continues to propose to elect him as Corporate Auditor.
(Notes) 1. There are no special interests between each candidate for Corporate Auditor and the Company.
2. The candidate is a new candidate for Corporate Auditor.
3. Subject to the approval of the election of Mr. Takashi Ogasawara, the Company intends to enter into an agreement tolimit his liability pursuant to Article 423, Paragraph 1 of the Companies Act based on Article 427, Paragraph 1 of theCompanies Act. The maximum amount of liability pursuant to the agreement is the amount stipulated by laws andregulations.

-9-Proposal 4:

Election of One (1) Substitute Corporate Auditor

In order to fill a deficiency in the number of Corporate Auditors stipulated under laws and regulations,the election of one (1) Substitute Corporate Auditor is proposed. The effective period of the term of office of
the Substitute Corporate Auditor is from the conclusion of this General Meeting to the time of the next
Annual General Meeting of Shareholders.
The candidate for Substitute Corporate Auditor is as follows.
The Board of Corporate Auditors has previously given its approval to this proposal.
Name(Date of birth)

Past experience, positions, responsibilities,
and significant concurrent positions

Number ofshares of theCompany held

October 2002

Registered as an attorney (Dai-Ichi Tokyo Bar Association)
Joined Nagashima Ohno & Tsunematsu
April 2011
Seconded to Ricoh Company, Ltd.
September 2014
Joined Shibata, Suzuki & Nakada
Yukako Saito
Partner, Shibata, Suzuki & Nakada(Yukako Oshimi)
0(current position)(August 11, 1976)
June 2015
Outside Corporate Auditor of JP-Holdings Inc.
(current position)[Significant concurrent positions]
Outside Corporate Auditor of JP-Holdings Inc.
[Reason for selection of the candidate for Substitute Outside Corporate Auditor]
The Company proposes election of Ms. Yukako Saito (the name used in course of profession is Yukako Oshimi) in order toutilize her professional knowledge and experience as an attorney as well as strengthen the auditing system of the Company
from her objective standpoint. While she has not had previous involvement with corporate management except for being an
Outside Officer, it has been determined that she can appropriately carry out her duties as Outside Corporate Auditor for theabove reasons.
(Notes) 1. There are no special interests between each candidate for Substitute Corporate Auditor and the Company.
2. The Company elects Ms. Yukako Saito as Substitute Outside Corporate Auditor. She meets the requirements for
Independent Director/Auditor stipulated by the Tokyo Stock Exchange.
3. Subject to the approval of the election of Ms. Yukako Saito, the Company intends to enter into an agreement to limit her
liability pursuant to Article 423, Paragraph 1 of the Companies Act based on Article 427, Paragraph 1 of the Companies
Act. The maximum amount of liability pursuant to the agreement is the amount stipulated by laws and regulations.

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