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
shall prevail. The Company assumes no responsibility for this translation or for direct, indirect or any otherforms of damages arising from the translation.
(Stock Exchange Code 3104)
June 4, 2020
To Shareholders with Voting Rights:
Mitsuo Nakano
Representative Director, Chairman &President
Fujibo Holdings, Inc.
1-18-12 Ningyocyo, Nihonbashi, Chuo-ku,
Tokyo, JapanNOTICE OF CONVOCATION OF
THE 200TH ANNUAL GENERAL MEETING OF SHAREHOLDERS
We would like to express our appreciation for your continued support and patronage.
We are pleased to inform you that the 200th Annual General Meeting of Shareholders of Fujibo Holdings,
Inc. (the “Company”) will be held for the purposes as described below.
Recently, in order to prevent the spread of the coronavirus disease (COVID-19) infection, the government
and prefectural governors have issued stay-at-home requests. As a result of careful consideration of the current
situation, the Company has decided to hold the General Meeting of Shareholders with appropriate measures toprevent infection.
We encourage our shareholders to refrain from attending the meeting on the date of the event to the extent
possible and to exercise your voting rights in advance in writing or via the Internet, in order to prevent the spreadof infection.
Please review the attached Reference Documents for the General Meeting of Shareholders, indicate your votefor or against the proposals on the enclosed Voting Rights Exercise Form and return it, or enter your vote for oragainst the proposals via the Internet, by 5:30 p.m. on Thursday, June 25, 2020, Japan time.
1. Date and Time:

Friday, June 26, 2020 at 10:00 a.m. Japan time

2. Place:

10F, Kokusai Fashion Center Building (KFC Room 101 to 103)
1-6-1 Yokoami, Sumida-ku, Tokyo* The Company will not prepare souvenirs for shareholders attending themeeting. We appreciate your understanding.

3. Meeting Agenda:
Matters to be reported: 1. The Business Report, Consolidated Financial Statements for the Company’s
200th Fiscal Year (April 1, 2019 - March 31, 2020) and results of audits by the
Accounting Auditor and the Board of Auditors of the Consolidated Financial
Statements
2. Non-consolidated Financial Statements for the Company’s 200th Fiscal Year
(April 1, 2019 - March 31, 2020)
Proposals to be resolved:
Appropriation of Surplus
Proposal 1:
Election of Eight Directors
Proposal 2:
Election of One Auditor
Proposal 3:-1-

4. Matters regarding the Convocation(1) If voting rights are exercised both in writing and via the Internet, the voting rights exercised via theInternet shall be deemed valid.
(2) If voting rights are exercised multiple times via the Internet, the most recent voting rights exercised
shall be deemed valid.
◎ When attending the meeting, please submit the enclosed Voting Rights Exercise Form at thereception desk.
◎ Pursuant to laws and regulations and Article 15 of the Company’s Articles of Incorporation, thefollowing items are posted on the Company’s website (https://www.fujibo.co.jp/) and are notprovided in the Appendix to this Notice.
1) Notes to Consolidated Financial Statements
2) Notes to Non-consolidated Financial Statements
Additionally, the Notes to Consolidated Financial Statements and Notes to Non-consolidated
Financial Statements are part of the Consolidated Financial Statements and Non-consolidated
Financial Statements that were used by the Auditors and the Accounting Auditor for the
preparation of the Auditor’s Report and the Accounting Auditor’s Report, respectively.
◎ Should the Reference Documents for the General Meeting of Shareholders, Business Report,
Consolidated Financial Statements, and Non-consolidated Financial Statements require revisions,the revised versions will be posted on the Company’s website (https://www.fujibo.co.jp/).

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Measures to Prevent Infection of the Coronavirus Disease
On the occasion of the 200th Annual General Meeting of Shareholders of the Company, we would like toinform you that we will implement the following measures to prevent infection of the coronavirus disease(COVID-19). We appreciate your understanding and cooperation.
1. Measures to be taken The Company will provide alcohol hand sanitizers near the reception desk.
 Our operational staff for the meeting are required to take their temperatures and wear face covers whileserving.
 The Company has been considering the way to expedite the meeting more smoothly than usual.
2. Request to shareholders
 For those who plan to attend the meeting, we encourage you to pay attention to your physical condition
until the date of the event and not to overexert yourself.
 Your voting rights can also be exercised in writing or via the Internet. We kindly recommend ourshareholders to use these methods.
3. Request to shareholders who will attend the meeting For those who will attend the meeting, we strongly encourage you to bring and wear face covers.
 When arriving at the meeting, please use hand sanitizers provided at the venue before entering.
 The Company may take your temperature around the reception desk. For those who have a fever, we may
refuse admission to the venue. Additionally, our operational staff may approach you and ask to leave thevenue for those whose physical condition is appeared not to be well enough. We appreciate yourunderstanding in this regard.
Depending on the status of the spread of the COVID-19 infection and the announcement from governments, etc.
up to date of the event, the Company may change measures taken for the operation of the meeting. Please checkthe announcements to be posted on the Company’s website (https://www.fujibo.co.jp/).

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

Appropriation of Surplus

The Company considers the return of profits to shareholders its most important management issue, and incomprehensive consideration of factors such as the management environment and business results, strives to
distribute stable dividends over the long term.
Based on the above policy, the Company proposes a year-end dividend of ¥50 per share for the fiscal year
under review as described below. Added to the interim dividend of ¥50 per share, this gives a total dividend
for the year of ¥100 per share.
Items Related to the Year-end Dividend(1) Type of dividend property
Cash(2) Items related to the allocation of dividend property to shareholders and its total amount
50 yen per common share
Total of 572,352,250 yen(3) Effective date of the distribution of surplus
June 29, 2020

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Proposal 2:

Election of Eight Directors

The terms of office of all eight Directors will expire at the conclusion of this year’s Annual General Meetingof Shareholders. Accordingly, the Company proposes the election of eight Directors, including three Outside
Directors.
The candidates for Director are as follows:
No.

Name
(Date of birth)

Past experience, positions, responsibilities,
and significant concurrent positions
April 1973
November 1998
June 2002

1

Number ofshares of theCompany held

Joined the Company
General Manager, Functional Materials Department
General Manager, Functional Products Business Department andGeneral Manager, Function Products Department
February 2004
General Manager, Functional Products Business Department
Director and General Manager, Functional Products Business
June 2004
Mitsuo Nakano
Department(February 23, 1951) May 2005
Director, the Company; Representative Director & President,
24,983
Yanai Chemical Industry Co., Ltd.
Director and Executive Officer, the Company; Representative
June 2005
Reelection
Director & President, Yanai Chemical Industry Co., Ltd.
May 2006
Representative Director & President, Executive President, theCompany
June 2017
Representative Director, Chairman & President, Executive
President
To the present[Reason for nomination as candidate for Director]
Subsequent to serving as Representative Director & President at a business subsidiary, Mr. Mitsuo Nakano has served as
Representative Director & President of the Company since May 2006. As he possesses a wealth of experience and broad
insight regarding the Group’s business and corporate management, the Company has judged that he is suited for the positionof the Company’s Director, and has thus designated him as a candidate.

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No.

Name
(Date of birth)

Past experience, positions, responsibilities,
and significant concurrent positions

Joined the Company
Representative Director & President, Fujibo Ehime Co., Ltd.
Executive Officer, the Company; Representative Director &President, Fujibo Ehime Co., Ltd.
Director and Executive Officer, the Company; Representative
June 2010
Director & President, Fujibo Ehime Co., Ltd.
Director and Senior Executive Officer, the Company;
June 2011
Representative Director & President, Fujibo Ehime Co., Ltd.
Director and Managing Executive Officer, the Company;
June 2013
Representative Director & President, Fujibo Ehime Co., Ltd.
June 2014
Representative Director and Senior Managing Executive
Officer, the Company; Representative Director & President,
Fujibo Ehime Co., Ltd.
Takao Aoki
Representative Director and Senior Managing Executive Officer,
October 2015
(January 2, 1956)
the Company; Representative Director & President, Yanai
10,835Chemical Industry Co., Ltd.
Representative Director and Senior Managing Executive Officer,
Reelection
January 2017
the Company
Representative Director and Executive Vice President
June 2017
Representative Director and Executive Vice President, theJanuary 2018
Company; Representative Director & President, Angle Co., Ltd.
Representative Director and Executive Vice President, theMay 2018
Company; Representative Director & Chairman, Fujibo Ehime
Co., Ltd.
Representative Director and Executive Vice President, theApril 2019
Company
To the present(Current responsibilities)
Supervisory duties of “Acceleration of Growth” Promotion and Polishing Pad
Business[Reason for nomination as candidate for Director]
Mr. Takao Aoki has successively held posts as Representative Director & President at business subsidiaries, and has served
as Representative Director of the Company since June 2014. As he possesses a wealth of experience and broad insight
regarding the Group’s business and corporate management, the Company has judged that he is suited for the position of theCompany’s Director, and has thus designated him as a candidate.
April 1980
May 2007June 2007

2

Number ofshares of theCompany held

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No.

Name
(Date of birth)

Past experience, positions, responsibilities,
and significant concurrent positions
April 1979
May 2003

3

4

Number ofshares of theCompany held

Joined the Mitsubishi Bank, Ltd. (currently MUFG Bank, Ltd.)
General Manager, Asakusabashi Branch, The Bank of TokyoMitsubishi, Ltd. (currently MUFG Bank, Ltd.)May 2005
General Manager, Jinbocho Branch
January 2006
General Manager, Jinbocho Branch, The Bank of TokyoMitsubishi UFJ, Ltd. (currently MUFG Bank, Ltd.)May 2007General Manager, Yanagibashi Branch
June 2009
Representative Director and Managing Director, Mitsubishi UFJ
Capital Co., Ltd.
Kazushi Yoshida
April 2012
Representative Director, Managing Director, and Managing(April 1, 1957)
Executive Officer
5,904
July 2012
Advisor, the Company
Reelection
October 2012
Executive Officer
June 2013
Director and Senior Executive Officer
June 2014
Director and Managing Executive Officer
June 2016
Director and Senior Managing Executive Officer
June 2017
Representative Director and Senior Managing Executive Officer
To the present(Current responsibilities)
Responsible for Corporate Planning, Finance and Accounting, IR, and Risk
Management[Reason for nomination as candidate for Director]
After serving in important positions at financial institutions, Mr. Kazushi Yoshida has served as Representative Director of
the Company since June 2017. As he possesses a wealth of experience and broad insight regarding the Group’s business andcorporate management, the Company has judged that he is suited for the position of the Company’s Director, and has thus
designated him as a candidate.
April 1981
Joined the Company
April 2015
General Manager, Secretarial Office
June 2017
Executive Officer and General Manager, Secretarial Office
June 2018
Senior Executive Officer and General Manager, Secretarial
OfficeAugust 2018
Senior Executive Officer, the Company; Representative Director& President, Fujibo Apparel Corporation; Representative
Director & Chairman, Fujibo Trading Co., Ltd.
Yasuo Toyooka
April 2019
Senior Executive Officer, the Company; Representative Director(March 25, 1959)& President, Fujibo Apparel Corporation
3,555
June 2019
Director and Senior Executive Officer, the Company;
Reelection
Representative Director & President, Fujibo Apparel
Corporation
To the present(Current responsibilities)
Supervisory duties of General Affairs and Personnel Affairs
Responsible for Secretaries, Customer Support, Advertising, and Osaka Branch(Significant concurrent positions)Representative Director & President, Fujibo Apparel Corporation[Reason for nomination as candidate for Director]
While serving as a responsible person in management departments and as Representative Director & President of a businesssubsidiary, Mr. Yasuo Toyooka has served as Director of the Company since June 2019. As he possesses a wealth ofexperience and broad insight regarding the Group’s business and corporate management, the Company has judged that he issuited for the position of the Company’s Director, and has thus designated him as a candidate.

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No.

Name
(Date of birth)

Past experience, positions, responsibilities,
and significant concurrent positions
April 1987
August 2015

5

Number ofshares of theCompany held

Joined the Company
General Manager, Functional Product Business Development
Department
January 2017
Executive Officer, the Company; Representative Director &President, Fujibo Textile, Inc.
September 2017 Executive Officer and General Manager, Osaka Branch, theCompany; Representative Director & President, Fujibo Textile,Inc.; Representative Director & President, Fujibo Trading Co.,
Ltd.; Representative Director & President, Angle Co., Ltd.
January 2018
Executive Officer and General Manager, Functional ProductBusiness Development Department, the Company;
Representative Director & President, Fujibo Textile, Inc.
May 2018
Executive Officer, the Company; Representative Director &President, Yanai Chemical Industry Co., Ltd.
Masahide Inoue
November 2018 Executive Officer and General Manager, Functional Product(April 16, 1964)
3,236
Business Development Department, the Company;
Representative Director & President, Yanai Chemical Industry
NewCo., Ltd.
April 2019
Executive Officer and General Manager, Functional ProductDevelopment Department, Near-Future Product Development
Supervisory Department, the Company; Representative Director& President, Yanai Chemical Industry Co., Ltd.
April 2020
Executive Officer, the Company; Representative Director &President, Yanai Chemical Industry Co., Ltd.
To the present(Current responsibilities)
Supervisory duties of Chemical Products Business and Near-Future ProductDevelopment(Significant concurrent positions)Representative Director & President, Yanai Chemical Industry Co., Ltd.
[Reason for nomination as candidate for Director]
While serving as a responsible person in development departments and as Representative Director & President of a businesssubsidiary, Mr. Masahide Inoue has served as Executive Officer of the Company since January 2017. As he possesses a
wealth of experience and broad insight regarding the Group’s business and corporate management, the Company has judgedthat he is suited for the position of the Company’s Director, and has thus designated him as a candidate.

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No.

Name
(Date of birth)

Past experience, positions, responsibilities,
and significant concurrent positions
April 1978
May 1999

6

Number ofshares of theCompany held

Joined Yamaha Motor Co., Ltd.
General Manager, Production Control Department, Production
Control Division, MC Operations
April 2003
Director and President, Yamaha Motor Manufacturing
Corporation of America
January 2009
Executive General Manager, Procurement Center, Yamaha
Motor Co., Ltd.
March 2009
Executive Officer and Executive General Manager, Procurement
CenterMarch 2010
Senior Executive Officer and Executive General Manager,
Procurement Center
Director, Senior Executive Officer, and Executive General
Nobuya Hideshima March 2011
Manager, Procurement Center(January 9, 1954)
March 2013
Director, Managing Executive Officer, and Executive General
Manager, Procurement Center
Reelection
800
January 2014
Director, Managing Executive Officer, Chief General Manager,
OutsideEngine Unit, and Chief General Manager, CS Center
January 2016
Director, Managing Executive Officer, and Chief General
Independent
Manager, Engine Unit
March 2017
AdvisorJune 2017
Outside Director, the Company
To the present
June 2018
Outside Director, ShinMaywa Industries, Ltd.
To the present
June 2019
Outside Director, NIPPON THOMPSON CO., LTD.
To the present(Significant concurrent positions)
Director, The Graduate School for the Creation of New Photonics Industries
Outside Director, ShinMaywa Industries, Ltd.
Outside Director, NIPPON THOMPSON CO., LTD.
[Reason for nomination as candidate for Outside Director]
Mr. Nobuya Hideshima has long been involved in management, and to receive his supervision of the Company’s
management from a standpoint independent of the Company’s management based on his wealth of experience and broad
insight as a corporate manager, the Company has designated him as a candidate.

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No.

Name
(Date of birth)

Past experience, positions, responsibilities,
and significant concurrent positions

Number ofshares of theCompany held

December 1988
June 1992
December 2000
April 2008
April 2012

7

8

Joined Recruit Co., Ltd.
Ran a translation/interpreting operation
Joined Space Design Inc.
Ruth Marie Jarman
Director(May 30, 1966)
Chief Executive Officer, Jarman International K.K.
To
the present
Reelection
June 2019
Outside Director, the Company
0
To the present
OutsideJune 2020
Outside Director, Member of the Board, KADOKAWACORPORATION(to be appointed)
Independent(Significant concurrent positions)Chief Executive Officer, Jarman International K.K.
Outside Director, Member of the Board, KADOKAWA CORPORATION (to beappointed)[Reason for nomination as candidate for Outside Director]
Ms. Ruth Marie Jarman possesses abundant knowledge and experience regarding business strategy to satisfy international
clients as a consultant. To receive her supervision of the Company’s management from a standpoint independent of theCompany’s management based on her professional insight and the viewpoint of a female, the Company has designated her
as a candidate.
April 1977
Joined Daikyo Oil Co., Ltd. (currently Cosmo Oil Co., Ltd.)
June 2002
General Manager, Fukuoka Branch, Cosmo Oil Co., Ltd.
June 2004
General Manager, Osaka Branch
Hisashi Kobayashi
June 2006
Executive Officer and General Manager, Sales Management(November 12, 1954)
Department
June 2008
Senior Executive Officer and General Manager, Sales
New
Management Department
0
June 2010
Senior Executive Officer
OutsideJune 2011
Director, Senior Executive Officer
June 2014
Director, Senior Managing Executive Officer
Independent
October 2015
Transitioned to a holding company structure by establishing
Cosmo Energy Holdings Co., Ltd.
President and Representative Director, Cosmo Oil Co., Ltd.
March 2018
Retired from office of President and Representative Director[Reason for nomination as candidate for Outside Director]
Mr. Hisashi Kobayashi has long been involved in management, and to receive his supervision of the Company’s
management from a standpoint independent of the Company’s management based on his wealth of experience and broad
insight as a corporate manager, the Company has designated him as a candidate.
(Notes)1. There are no special interests between each candidate for Director and the Company.
2. Mr. Nobuya Hideshima, Ms. Ruth Marie Jarman, and Mr. Hisashi Kobayashi are candidates for Outside Directors.
3. The Company has designated Mr. Nobuya Hideshima and Ms. Ruth Marie Jarman as Independent Directors as definedby the rules of the Tokyo Stock Exchange, and has made a submission to said Exchange. The Company also plans todesignate Mr. Hisashi Kobayashi as an Independent Director as defined by the rules of the Tokyo Stock Exchange, andmake a submission to said Exchange.
4. Mr. Nobuya Hideshima and Ms. Ruth Marie Jarman are currently Outside Directors of the Company, and at theconclusion of this General Meeting, their respective terms of office as Outside Directors will be three years for Mr.
Nobuya Hideshima, and one year for Ms. Ruth Marie Jarman.
5. In its Articles of Incorporation, the Company defines that it may conclude agreements with Directors (excluding
executive officers, etc.) to limit their liability for damages due to negligence of duties, and such liability limitationagreements have been concluded with Mr. Nobuya Hideshima and Ms. Ruth Marie Jarman, with the limit set as theamount stipulated by laws and regulations. In the event that Mr. Nobuya Hideshima and Ms. Ruth Marie Jarman are
reelected, the Company plans to continue said liability limitation agreements with them. In the event that the election of
Mr. Hisashi Kobayashi is approved, the Company plans to conclude a liability limitation agreement with him, with thelimit set as the amount stipulated by laws and regulations.

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Proposal 3:

Election of One Auditor

The term of office of Mr. Hideaki Onishi will expire at the conclusion of this year’s Annual General
Meeting of Shareholders. Accordingly, the Company proposes the election of one Auditor.
The Company has obtained the consent of the Board of Auditors regarding the submission of this proposal.
The candidate for Auditor is as follows:
Name(Date of birth)

Past experience, positions, and significant concurrent positions

Number ofshares of theCompany held

April 1987

Joined the Mitsubishi Trust and Banking Corporation (currently
Mitsubishi UFJ Trust and Banking Corporation)
Hideaki Onishi
June 2011
General Manager, Stock Transfer Agency Department,(August 13, 1963)
Mitsubishi UFJ Trust and Banking Corporation
June 2014
Executive Officer and General Manager, Administration
Reelection
Management Department
1,700
June 2015
Executive Officer and General Manager, Business IT Planning
OutsideDepartment; Executive Officer, Mitsubishi UFJ Financial
Group, Inc.
Independent
June 2016Retired from Mitsubishi UFJ Trust and Banking Corporation
June 2016
Full-time Outside Auditor, the Company
To the present[Reason for nomination as candidate for Outside Auditor]
Mr. Hideaki Onishi served important positions at financial institutions. The Company has designated him as a candidate, sothat he will audit the execution of duties by Directors based on his wealth of experience and broad insight from a standpoint
independent of the Company’s management.
(Notes)1. There are no special interests between a candidate for Auditor and the Company.
2. Mr. Hideaki Onishi is a candidate for Outside Auditor.
3. The Company has designated Mr. Hideaki Onishi as Independent Auditor as defined by the rules of the Tokyo Stock
Exchange, and has made a submission to said Exchange.
4. Mr. Hideaki Onishi was an executive officer of Mitsubishi UFJ Trust and Banking Corporation until June 2016.
Mitsubishi UFJ Trust and Banking Corporation is not the Company’s main bank, and there is no loans from that bank.
Additionally, the Company has outsourced the services of shareholders registry administration and defined contribution
pension plan to Mitsubishi UFJ Trust and Banking Corporation. However, the fees paid by the Company are less than
0.1% of both the consolidated net sales of the Company and those of Mitsubishi UFJ Trust and Banking Corporation.
From the above, the Company has judged that there is no risk of a conflict of interests with general shareholders.
5. Mr. Hideaki Onishi is currently Outside Auditor of the Company, and at the conclusion of this General Meeting, his termof office as Outside Auditor will be four years.

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