(Translation)
Securities Code:5262
June 8, 2020
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 137TH 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 137th 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 Thursday, June 25, 2020.

1. Date and Time:

Friday, June 26, 2020at 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 137thFiscal Year (April 1, 2019to March 31, 2020), and results of audits of theConsolidated Financial Statements by the Accounting Auditor and the Audit& Supervisory Board
2. Non-consolidated Financial Statements for the 137th Fiscal Year (April 1,2019to March 31, 2020)
Proposals to be resolved:
Appropriation of Surplus
Proposal 1:
Election of Four (4) Audit & Supervisory Board Members
Proposal 2:
Introduction of Performance-linked Stock-based Compensation Systemfor
Proposal 3:
Directors
Continuation of Countermeasures against Large-scale Purchases of theProposal 4: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, 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 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-[Prevention of the spread of the corona virus disease(COVID-19)at the venue of the Annual General
Meeting of Shareholders]Request to shareholders
1. According to an instruction by the Ministry of Health, Labor and Welfare, risk of becoming infected by
the virus increases when you remain in close physical proximity to other people in a closed indoor
space for a period of time, and people of advanced age or those with underlying conditions are
particularly exposed to the risks of developing severer symptoms. Thus, shareholders are kindly asked
to consider exercising their voting rights in writing in advance using a method described in the Noticeof Convocation, rather than by attending the General Meeting of Shareholders in person.
2. In case you are planning to attend the General Meeting of Shareholders in person, please reconsider if
you have a fever, fatigue, cough or any other sickness on the day of the meeting, as there is no point inpushing yourself at the cost of your health.
For shareholders who are still attending the General Meeting of Shareholders
1. You will be checked if you have conditions such as a fever, fatigue or cough at the reception desk.
Please be aware of this in advance.
2. You may be asked not to enter the venue of the meeting if you are found to have conditions such as afever, fatigue or cough. In that case you will still be able to exercise your voting rights, just by leaving acompletely filled out Voting Rights Exercise Form at the reception desk.
3. Hand sanitizer shall be placed around the reception desk. Please sanitize your hands to prevent thespread of infection.
4. Shareholders attending the meeting are kindly asked to bring and wear a face mask, where possible.
Please report to the reception desk if you do not have one.
5. Microphones used in the question and answer session shall be sanitized each time after use.
6. Please be aware that we will arrange wider distances between available seats as part ofinfection-control measures, resulting in a reduced amount of seating than in ordinary years.
7. Staff responsible for organizing the meeting will be wearing face masks at all times.

-3-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¥19 per share for the Company’s common stock
Total dividends: ¥479,446,684

3) Effective date for dividends from surplus

June 29, 2020

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: ¥500,000,000-4-Proposal 2:

Election of Four (4) Audit & Supervisory Board Members

The terms of office of all four (4) Audit & Supervisory Board Members will expire at the conclusion ofthis General Meeting of Shareholders. Therefore, the Company proposes the election of four (4) Audit &Supervisory Board Members.
The Audit & Supervisory Board has given its approval to this proposal.
The candidates for Audit & Supervisory Board Membersare as follows:
Name
Current positions, etc.
No.
Full-time Audit & Supervisory Board
1
Takamasa Ishii
Reelection
MemberOutside Audit & Supervisory Board
Reelection
2
Yoshihide Shimoyama
MemberOutside
Specially Appointed Professor of New
New candidate
3
Hirofumi Kitayama
Industry Creation Hatchery Center, Tohoku
OutsideUniversityNew candidate
Former Member of the Board,Senior Vice
4
Koichiro Sakamoto
OutsidePresident of Taiyo Oil Company, Limited
Independent
Reelection: Candidate for reelected Audit & Supervisory Board Member
New candidate: Candidate for newly elected Audit & Supervisory Board Member
Outside: Candidate for Outside Audit & Supervisory Board Member
Independent: Independent Director pursuant to the provisions of the Stock Exchange-5-No.

Name(Date of birth)

Career summary, positionsand significant concurrent positions
April 1988
April 2010
June 2014

Takamasa Ishii(May 8, 1964)

1Reelection
Number of the Company’s
shares held
8,700

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
June 2017
President and Representative Director of HUMEZCORPORATION
June 2019
Full-time Audit & Supervisory Board Member(to present)
Reasons for the election as a candidate for Audit & Supervisory Board Member
Mr. Takamasa Ishii has a fair amount of expertise and insight in accounting as well as
the Company’s overall business operations, gained through his career asManagement Officer, General Manager of Accounting Department. The Company
determined that Mr. Ishii is suitable as a candidate for Audit & Supervisory Board
Member, in view of his track record in the proposed position.
April 1976

Yoshihide Shimoyama(August9, 1951)

2Reelection
Number of the Company’s
shares held
0

Joined Nihon Cement Co., Ltd. (current TAIHEIYO CEMENTCORPORATION)
September 1997 Chief Researcher of Cement Concrete Research Department ofResearch & Development Center of Nihon Cement Co., Ltd.
October1998
Group 4 Leader of Sakura Research Center of Research &Development Division of TAIHEIYO CEMENTCORPORATION
April2004
General Manager of Technology Planning Department ofResearch & Development Center of TAIHEIYO CEMENTCORPORATIONMarch 2008
President and Representative Director of Taiheiyo Consultant
Co., Ltd.
April 2008
Advisor of TAIHEIYO CEMENT CORPORATION
June 2008
Outside Audit & Supervisory Board Member(to present)
Reasons for the election as a candidate for Outside Audit & Supervisory Board
MemberMr. Yoshihide Shimoyama has a career background as senior management staff
along with a wealth of insight. The Company determined that Mr. Shimoyama issuitable as a candidate for Outside Audit & Supervisory Board Member, in view of
his track record in the proposed position.

-6-No.

Name(Date of birth)

Career summary, positions
and significant concurrent positions
December 1983

Hirofumi Kitayama(March 28, 1954)

3

New candidate
Number of the Company’s
shares held
0

Joined TEL-Thermco Engineering Co., Ltd.(current Tokyo
Electron Technology Solutions Ltd.)
June 2007
Corporate Director of Tokyo Electron Ltd.
April 2009
Corporate Director, Executive Vice President of Tokyo ElectronLtd.
April 2010
President & Representative Director of Tokyo Electron MiyagiLtd. (until 2012)
June 2013
Corporate Director, Vice President of Tokyo Electron Ltd.
June 2016
Corporate Director, Executive Vice President of Tokyo Electron
Ltd.
President & Representative Director of Tokyo Electron Miyagi
Ltd.
June 2018
Chairman& Representative Director of Tokyo Electron Miyagi
Ltd.
April 2020
Specially Appointed Professor of New Industry Creation
Hatchery Center, Tohoku University(to present)
Reasons for the election as a candidate for Outside Audit & Supervisory Board
MemberMr. Hirofumi Kitayama has a career background as senior management staff alongwith a wealth of insight. The Company determined that Mr. Kitayama is suitable as acandidate for Outside Audit & Supervisory Board Member, as he is expected to offer
his insight developed as an academic to the Company’s auditsin the future.
April 1981

Koichiro Sakamoto(June 19, 1957)

4New candidate
Number of the Company’s
shares held
0

Joined Industrial Bank of Japan, Limited(current Mizuho Bank,Ltd.)
April 2010
Executive Officer, General Manager of Internal Audit Divisionof Mizuho Bank, Ltd.
May 2011
Advisor of Mizuho Bank, Ltd.
June 2011
Executive Officer of Taiyo Oil Company, Limited
Corporate Advisor of Taiyo Oil Company, Limited
April2014
Senior Vice President of Taiyo Oil Company, Limited
June 2017
Member of the Board, Senior Vice President of Taiyo OilCompany, Limited
Reasons for the election as a candidate for Outside Audit & Supervisory Board
MemberMr. Koichiro Sakamoto has years of experience serving a financial institution alongwith insight as senior management staff. The Company determined that Mr.
Sakamoto is suitable as a candidate for Outside Audit & Supervisory Board
Member, in view of his experience and insight as aforementioned.

1. There are no special interests between each candidate and the Company.
2. Messrs. Yoshihide Shimoyama,Hirofumi Kitayama and Koichiro Sakamoto are candidates for Outside
Audit & Supervisory Board Members.
3. Mr. Yoshihide Shimoyama is the current Outside Audit & Supervisory Board Member of the Company. He
will have served as Outside Audit & Supervisory Board Member for 12 years at the conclusion of this
General Meeting of Shareholders.
4. An outline of a limited liability agreement with the Audit & Supervisory Board Members is as follows:
The Company has entered into a limited liability agreement with its Audit & Supervisory Board Members,-7-

as allowed under the provisions of its Articles of Incorporation for the purpose of helping them fully
perform their roles as expected.
The Company has entered into a limited liability agreement with Messrs. Takamasa Ishii and Yoshihide
Shimoyama to limit their liability for damages pursuant to Article 423, Paragraph 1 of the Companies Act.
The maximum amount of liability under that agreement is ¥5 million or the minimum liability amountstipulated by laws and regulations, whichever is the greater. If the reelection of Messrs. Ishii andShimoyama is approved, the Company intends to continue said agreement with each of them.
If the election of Messrs. Hirofumi Kitayama and Koichiro Sakamoto is approved, the Company intends toenter into a limited liability agreement with each of them to limit their liability for damages pursuant toArticle 423, Paragraph 1 of the Companies Act. The maximum amount of liability under that agreement is¥5 million or the minimum liability amount stipulated by laws and regulations, whichever is the greater.
5. If the election of Mr.Koichiro Sakamoto is approved, the Company intends to register him as IndependentDirector pursuant to the provisions of Tokyo Stock Exchange.

-8-Proposal 3:

Introduction of Performance-linked Stock-based Compensation System for Directors

1. Reason for the proposal
The Company proposes to introduce a performance-linked stock-based compensation system called
the “Board Benefit Trust (BBT) System” (hereinafter the “System”) for its Directors (excluding OutsideDirectors; hereinafter the same in this proposal unless otherwise specified), for which shareholders’approval is requested.
This proposal is intended to incentivize Directors to further contribute to the improvement in businessperformance as well as an increase in corporate value over the medium and long term, throughestablishing a framework for further clarifying the linkage between Directors’ compensation,
performance of the Company and its stock value, and for encouraging Directors to share withshareholders not only the merits of rising share prices, but also the risks of falling prices.
The Company believes that this proposal is suitable for serving the above purpose.
This proposal is to ask for approval on the amount of compensation for the aforementioned new
stock-based compensation of Directors of the Company, outside the maximum aggregate amount ofcompensation of Directors (¥270 million p.a. including bonuses (including ¥50 million p.a. for OutsideDirectors), excluding, however, employee salary for the Directors concurrently serving as employees)
approved at the 124th Annual General Meeting of Shareholders held on June 28, 2007.
Shareholders are also asked to allow the Board of Directors to decide, at its discretion, the details of
the System within the framework described in “2. The Amount of Compensation under the System andRelated Information” hereunder.
Seven (7) Directors shall be covered under the System, subject to the approval of this proposal asoriginally proposed.

-9-Proposal 4:

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

The Company decided to introduce the “Countermeasures against Large-scale Purchase of the Company’sShares (Takeover Defense Measures)” at a Board of Directors meeting held on March 21, 2008, and obtained
approval thereon at the 125th Annual General Meeting of Shareholders held in June 2008, which was mostrecently renewed by a resolution at the 134th Annual General Meeting of Shareholders held in June 2017,(hereinafter referred to as the “Current Plan”) with valid duration expiring at the conclusion of the 137th
Annual General Meeting of Shareholders (hereinafter “this General Meeting of Shareholders”).
The Company has, subsequent to the latest renewal, kept reviewing and considering a desirable form ofstrategy for ensuring and enhancing its corporate value and the common interest of its shareholders,
including the option not to renew the Current Plan, in view of changes in the socio-economic environment,
trends in the market and the development of debates surrounding the Takeover Defense Measures, as well as
the intention of the Corporate Governance Code.
Following the aforementioned process, the Company decided at the Board of Directors meeting held on
May 22, 2020 attended by its all 11 Directors including two Outside Directors, to renew the Current Plan
(hereinafter the countermeasure after the proposed renewal being referred to as “this Plan”),subject to theshareholders’ approval at this General Meeting of Shareholders, as a measure to prevent the decisions on thefinancial as well as business policies of the Company from being controlled by a party deemed inappropriate,
in light of the “basic policies related to the way a person is to control the decisions on the financial andbusiness policies of the stock company” (hereinafter the “Basic Policy on Control of the Company”), set out
under Article 118, Paragraph 3 of the Regulation for Enforcement of the Companies Act. Thus, shareholders’approval on this decision is hereby duly requested.

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