(Translation)
Securities Code: 5262
June 7, 2019
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 136TH 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 136th 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 26, 2019.

1. Date and Time:Thursday, June 27, 2019 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 136thFiscal Year (April 1, 2018 to March 31, 2019), and results of audits of theConsolidated Financial Statements by the Accounting Auditor and the Audit& Supervisory Board
2. Non-consolidated Financial Statements for the 136th Fiscal Year (April 1,2018 to March 31, 2019)
Proposals to be resolved:
Appropriation of Surplus
Proposal 1:
Partial Amendments to the Articles of Incorporation
Proposal 2:
Election of Eleven (11) Directors
Proposal 3:
Election of One (1) Audit & Supervisory Board Member
Proposal 4:-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, 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’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 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¥18 per share for the Company’s common stock
Total dividends: ¥458,181,918

3) Effective date for dividends from surplus

June 28, 2019

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

Partial Amendments to the Articles of Incorporation

1. Reasons for the amendments
To prepare for the expansion of business in the future, the Company proposes to add necessary items tobusiness objectives under Article 2 of the current Articles of Incorporation.
2. Content of the proposed amendments
The details of the proposed amendments are as follows.
(Amended parts are underlined.)
Current Articles of Incorporation
Article 1(Objectives)
Article 2
1. to 12.

(Provisions are omitted)(Provisions are omitted)(Provisions are omitted)(Newly established)(Newly established)

13. to 14. (Provisions are omitted)
Article 3 to Article 40 (Provisions are omitted)

Proposed amendments
Article 1(Remain unchanged)(Objectives)
Article 2(Remain unchanged)
1. to 12. (Remain unchanged)
13. Application service provider business14. Service offering, sales and consulting
services related to computers, computer
peripherals and related devices, and usageof computer software
15. to 16. (Remain unchanged)
Article 3 to Article 40 (Remain unchanged)-4-

Proposal 3:

Election of Eleven (11) Directors

The terms of office of all eleven (11) Directors will expire at the conclusion of this General Meeting ofShareholders. Therefore, the Company proposes the election of eleven (11) Directors.
The candidates for newly elected Directors are selected upon receiving recommendations from theNomination Committee, of which the majority is comprised of Outside Directors. The candidates for
Directors are as follows:
Current positions and responsibilities at theNo.
NameCompany
1
Minoru Okawauchi
President and Representative Director
Reelection
Senior Managing Director
General Manager of Administration
2
Naoki Toyoguchi
Reelection
Division, General Manager of Real Estate& Environmental Business Division
Managing Director
General Manager of Technology Divisionand Construction Business Division,
3
Masahiro Asazuma
General Manager of Technology
Reelection
Department, in charge of Safety
Management Department and Technology
Research Laboratory
Managing Director
Deputy General Manager of Administration
4Tomoyuki Masubuchi
Division, General Manager of General
Reelection
Administrative Department and Corporate
Planning Department
Director
5
Masataka Ohashi
General Manager of East Japan Division,
Reelection
General Manager of Hokkaido Branch
Director
General Manager of West Japan Division,
6Keiichi Toyama
Reelection
General Manager of Kansai Branch,
General Manager of Tokai BranchManagement Officer
General Manager of Production
7
Satoshi Shibata
New candidate
Department, General Manager of Quality
Management Department
Full-time Audit & Supervisory Board
8Hirokazu Suzuki
New candidate
MemberManagement Officer
General Manager of Sales Division,
9Kazushige Kodama
New candidate
General Manager of Kanto Branch andTohoku BranchReelection
10 Tomoki Suzuki
Director
OutsideIndependent
Reelection
11 Masahiro Maeda
Director
OutsideIndependent
Reelection: Candidate for reelected Director
New candidate: Candidate for newly elected Director
Outside: Candidate for Outside Director
Independent: Independent Director pursuant to the provisions of the Stock Exchange-5-No.

Name(Date of birth)

Career summary, positions, responsibilities
and significant concurrent positions
September 1985
June 1992
April 1999
June 2003
June 2009

Minoru Okawauchi(February 7, 1954)

1Reelection
Number of the Company’s
shares held
23,000

October 2009
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 BusinessDivision
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 Business Division
Outside Corporate Auditor of DC Co., Ltd.
Senior Managing Director, General Manager of CorporatePlanning Department
Senior Managing Director, General Manager of Administration
Division, in charge of Corporate Planning Department andInternational Business Division
President and Representative Director(to present)

-6-

No.

Name
(Date of birth)

Career summary, positions, responsibilities
and significant concurrent positions
April 1974
June 2003
June 2007
June 2011
June 2012

March 2013

2Naoki Toyoguchi(August 9, 1951)

April 2013

Reelection

June 2013

Number of the Company’s
shares held
15,000June 2014
June 2015

June 2016

April 2018

Joined the Company
General Manager of Osaka BranchDirector, 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, incharge of 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
Senior Managing Director, General Manager of Administration
Division, General Manager of Real Estate & Environmental
Business Division(to present)-7-No.

Name(Date of birth)

Career summary, positions, responsibilities
and significant concurrent positions
April 1982
April 2006
April 2010
June 2013
June 2014

Masahiro Asazuma(March 20, 1959)

3

June 2015

Reelection
Number of the Company’s
shares held
7,000

June 2016

June 2017

Tomoyuki Masubuchi(November 6, 1964)

4

Reelection
Number of the Company’s
shares held
7,000

Masataka Ohashi(May 19, 1954)

5

Reelection
Number of the Company’s
shares held
4,700

February 1992
April 2011
June 2013
June 2014
June 2015
June 2016
March 2017
June 2017

April 1974
June 2007
June 2011
June 2015
June 2017

Joined the CompanyGeneral Manager of Amagasaki Factory
General Manager of Kumagaya Factory
Director, General Manager of Technology Department andConstruction Technology Department
Director, General Manager of Construction Business Divisionand Technology 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 Managerof Quality 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
Managing Director, General Manager of Technology Division
and Construction Business Division, General Manager ofTechnology Department, in charge of Safety Management
Department and Technology Research Laboratory(to present)
Joined the Company
General Manager of Corporate Planning Department
Outside Director of ASAHI CONCRETE WORKS CO., LTD.
Director, General Manager of Corporate Planning Department
Corporate Auditor of ASAHI CONCRETE WORKS CO., LTD.
Director, General Manager of General Administrative
Department and Corporate Planning Department
Outside Corporate Auditor of NJS Co., Ltd.
(to present)
Managing Director, Deputy General Manager of Administration
Division, General Manager of General Administrative
Department and Corporate Planning Department(to present)
Joined the Company
General Manager of Sapporo Branch
Deputy Director, General Manager of Sapporo Branch
Director, General Manager of Tokyo Branch
Director, General Manager of East Japan Division, General
Manager of Hokkaido Branch(to present)-8-No.

Name(Date of birth)

Career summary, positions, responsibilities
and significant concurrent positions
June 1999
October 2008
June 2011

Keiichi Toyama(July 4, 1953)

6

Reelection
Number of the Company’s
shares held
5,300

June 2012
June 2015
June 2016
June 2017

September 2017

Joined the Company
General Manager of Sales Department of Osaka Branch
Deputy Director, Deputy General Manager and General Managerof Sales Department of Osaka Branch
Deputy Director, General Manager of Fukuoka BranchManagement Officer, General Manager of Fukuoka BranchManagement Officer, General Manager of Osaka Branch andFukuoka Branch
Director, General Manager of West Japan Division, General
Manager of Kansai Branch, General Manager of Tokai Branch,
General Manager of Kyushu Branch
Director, General Manager of West Japan Division, General
Manager of Kansai Branch, General Manager of Tokai Branch(to present)

April 1983
April 2008
April 2010
June 2013

Satoshi Shibata(February 2, 1961)

7

New candidate
Number of the Company’s
shares held
10,300Joined the Company
General Manager of Mie Factory
General Manager of Amagasaki Factory
General Manager of Kumagaya Factory
President and Representative Director of GYKO Corporation(current GYKO AKEBONO Corporation)
September 2014 Resigned from the post of President and Representative Directorof GYKO Corporation (current GYKO AKEBONOCorporation)
June 2015
Management Officer, General Manager of Kumagaya Factory
June 2016
Management Officer, General Manager of Safety Management
Department and Production Department, General Manager ofQuality Management Department
April 2018
Management Officer, General Manager of Production
Department, General Manager of Quality Management
Department(to present)
November 2018 President and Representative Director of GYKO AKEBONO
Corporation(to present)
Reasons for the election as a candidate for newly elected DirectorMr. Satoshi Shibata has contributed to the growth of the Company’s businessthrough his work in the fields of production management and quality management.
The Company nominated him as a candidate for Director for his considerable
achievements and capabilities, as well as his outstanding personality and insight.

-9-No.

Name(Date of birth)

Career summary, positions, responsibilities
and significant concurrent positions
April 1987
April 2010
April 2011

Hirokazu Suzuki(March 4, 1965)

8New candidate
Number of the Company’sshares held
3,500

Joined the Company
General Manager of General Administrative Department
General Manager of General Administrative Department andReal Estate & Environmental Business Division
June 2014
President and Representative Director of ENVIRONMENTIMPROVEMENT PLANNING Co., Ltd.
June 2015
Management Officer, General Manager of General
Administrative Department and Real Estate & Environmental
Business Division
June 2016
Full-time Audit & Supervisory Board Member(to present)
Reasons for the election as a candidate for newly elected Director
Mr. Hirokazu Suzuki has contributed to the Company through his efforts inenhancing its corporate governance. The Company nominated him as a candidatefor Director for his considerable achievements and capabilities, as well as hisoutstanding personality and insight.
April 1987
June 2013
June 2015
June 2017

Kazushige Kodama(November 24, 1962)

9New candidate
Number of the Company’s
shares held
2,300

December 2017

April 2019

Joined the Company
General Manager of Nagoya BranchManagement Officer, General Manager of Sapporo BranchManagement Officer, General Manager of Kanto Branch andTohoku BranchPresident and Representative Director of ENVIRONMENTIMPROVEMENT PLANNING Co., Ltd.
(to present)
Management Officer, General Manager of Sales Division,
General Manager of Kanto Branch and Tohoku Branch(to present)

Reasons for the election as a candidate for newly elected DirectorMr. Kazushige Kodama has contributed to the growth of the Company’s businessthrough his many years of dedicated leadership in sales. The Company nominatedhim as a candidate for Director for his considerable achievements, capabilities, andabundant experience in the concrete product industry, as well as his outstanding
personality and insight.

- 10 -

No.

Name(Date of birth)

Career summary, positions, responsibilities
and significant concurrent positions
May 1969
March 2006

Tomoki Suzuki(November 15, 1949)

10Reelection
OutsideIndependent
Number of the Company’s
shares held
0

Joined Metropolitan Police Department
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
April 2009
Advisor of Meiji Yasuda Life Insurance Company
April 2015
AdvisorJune 2015
Outside Director(to present)
Outside Auditor of ALPHA Corporation(to present)
Reasons for the election as a candidate for Outside Director
Mr. Tomoki Suzuki possesses considerable knowledge and experience accumulated
over many years serving in the Metropolitan Police Department. Mr. Suzuki has
provided useful advice on the Company’s management, mainly from the perspectiveof compliance. Based on his achievements to date as Outside Director, the Company
determined that he is well qualified for appropriately fulfilling the duties.
July 1971
July 2005

Masahiro Maeda(October 30, 1948)

11Reelection
OutsideIndependent
Number of the Company’s
shares held
0

Joined Tokyo Metropolitan Government
Director General of the Bureau of Sewerage of Tokyo
Metropolitan Government
August 2008
President of Tokyo Metropolitan Sewerage Service Corporation
April 2013
Professor of University Research Center of Nihon University
September 2013 President of Sewage-Maintenance Co-operation
June 2018
Outside Director(to present)
April 2019
Visiting Professor of Nihon University(to present)
Reasons for the election as a candidate for Outside Director
Mr. Masahiro Maeda has many years of experience in government administration.
In addition, he is familiar with overall sewerage lines, a business area of theCompany. Based on his achievements to date as Outside Director, the Company
determined that he is well qualified for appropriately fulfilling the duties.

1. There are no special interests between each candidate and the Company.
2. Messrs. Tomoki Suzuki and Masahiro Maeda are candidates for Outside Directors.
3. Messrs. Tomoki Suzuki and Masahiro Maeda are the current Outside Directors of the Company. Mr.
Suzuki will have served as Outside Director for four years and Mr. Maeda for one year at the conclusion ofthis General Meeting of Shareholders.
4. 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 Masahiro
Maeda to limit their liability for damages pursuant to Article 423, Paragraph 1 of the Companies Act. Themaximum amount of liability under that agreement is ¥10 million or the minimum liability amountstipulated by laws and regulations, whichever is the greater. If the reelection of Messrs. Suzuki and Maeda
is approved, the Company intends to continue said agreement with each of them.
5. The Company has registered Messrs. Tomoki Suzuki and Masahiro Maeda as Independent Directors
pursuant to the provisions of the Tokyo Stock Exchange.
If the reelection of Messrs. Suzuki and Maeda is approved, the Company intends to continue to register- 11 -them as Independent Directors.
6. Mr. Naoki Toyoguchi is scheduled to resign from the post of Outside Corporate Auditor of DC Co., Ltd. atthe conclusion of its Annual General Meeting of Shareholders to be held on June 14, 2019, due to thecompletion of his term of office.
7. The Company has established a directors’ shareholding association in June 2018. As of March 31, 2019,
5,300 shares were held thereby.

- 12 -

Proposal 4:

Election of One (1) Audit & Supervisory Board Member

Audit & Supervisory Board Member, Mr. Hirokazu Suzuki will resign from office at the conclusion ofthis General Meeting of Shareholders. Therefore, the Company proposes the election of one (1) substitute
Audit & Supervisory Board Member.
The term of office of a substitute Audit & Supervisory Board Member shall be the remaining term ofoffice of the resigning Audit & Supervisory Board Member as provided under the Company’s Article ofIncorporation.
The Audit & Supervisory Board has given its approval to this proposal.
The candidate for Audit & Supervisory Board Member is as follows:
Name(Date of birth)

Career summary, positions
and significant concurrent positions
April 1988
April 2010
June 2014Takamasa Ishii(May 8, 1964)
New candidate
Number of the Company’s
shares held
8,300

Joined the Company
General Manager of Accounting Department
President and Representative Director of NIPPON HUMEENGINEERING CORPORATION
June 2015
Management Officer, General Manager of Accounting
Department(to present)
June 2017
President and Representative Director of HUMEZCORPORATION(to present)
Reasons for the election as a candidate for newly elected Audit & Supervisory
Board Member
The Company nominated Mr. Takamasa Ishii as a candidate for Audit &Supervisory Board Member because he has gained a considerable insight inaccounting as well as the Company’s overall business through his experience whileserving as Management Officer, General Manager of Accounting Department.

1. There are no special interests between the candidate and the Company.
2. Mr. Takamasa Ishii is scheduled to resign from the post of President and Representative Director ofHUMEZ CORPORATION at the conclusion of its Annual General Meeting of Shareholders to be held inlate June 2019.
3. An outline of a limited liability agreement with Audit & Supervisory Board Members is as follows:
The Company stipulates provisions in its Articles of Incorporation to the effect that the Company can enter
into a limited liability agreement with Audit & Supervisory Board Members so that the Audit &Supervisory Board Members can fully perform their expected roles.
If the election of Mr. Takamasa Ishii is approved, the Company intends to enter into the limited liability
agreement with Mr. Ishii to limit his liability for damages pursuant to Article 423, Paragraph 1 of theCompanies Act. The maximum amount of liability under the agreement is ¥5 million or the minimum
liability amount stipulated by laws and regulations, whichever is the greater.

- 13 -