Note: This document has been translated from the Japanese original for reference purposes only. In theevent of any discrepancy between this translated document and the Japanese original, the original shallprevail.
September 29, 2016
To Shareholders:Ryuichi Arimoto
Representative Director and President
NIPPON KOEI CO., LTD.
(Headquarters)(Main Office)4, Kojimachi 5-chome, Chiyoda-ku, Tokyo
14-6, Kudankita 1-chome, Chiyoda-ku,
Tokyo

RESOLUTIONS OF
THE 72ND ANNUAL GENERAL MEETING OF SHAREHOLDERS
Dear Shareholders:
We would like to express our appreciation for your continued support and patronage.
The following matters were resolved at the 72nd Annual General Meeting of Shareholders of NIPPONKOEI CO., LTD. (the “Company”).
Matters reported:
1. The Business Report, Consolidated Financial Statements and Nonconsolidated Financial
Statements for the Company’s 72nd Fiscal Year (July 1, 2015 - June 30, 2016)
2. Results of audits by the Accounting Auditor and the Audit & Supervisory Board of theConsolidated Financial Statements
The Business Report, Consolidated and Nonconsolidated Financial Statements, and results ofaudits were reported as described above.
Proposals resolved:
Proposal 1: Election of 11 Directors
The proposal was approved and resolved as originally proposed, and 10 Directors, Messrs.
Noriaki Hirose, Ryuichi Arimoto, Asao Yamakawa, Akira Mizukoshi, Noboru Takano,
Hiroyuki Akiyoshi, Takashi Seki, Naoki Honjo, Hiizu Ichikawa and Kazumasa Kusaka werereelected, and Mr. Hideyuki Sakunaka was newly elected, and assumed their respective
offices.
Proposal 2: Election of 1 Audit & Supervisory Board Member
The proposal was approved and resolved as originally proposed, and Mr. Toshiaki Shimizu
was reelected and assumed office.
Proposal 3: Election of 1 Substitute Audit & Supervisory Board Member
The proposal was approved and resolved as originally proposed, and Mr. Hideaki Sudo waselected as substitute Audit & Supervisory Board member in preparation of a shortage in thenumber of Audit & Supervisory Board members stipulated in the laws and regulations.
Proposal 4: Implementation of Reverse Stock Split
The proposal was approved and resolved as originally proposed, and it was decided toconsolidate its shares in the ratio of one share for five shares with the effective date ofJanuary 1, 2017, with the aggregate number of authorized shares for issuance of 38,000,000
shares on the effective date of the said reverse stock split.
Proposal 5: Continuation of Response Policy for Large-scale Acquisition of Company’s Shares(Anti-Takeover Measures)
The proposal was approved and resolved as originally proposed.
1In addition, the following Representative Directors and Directors with title were elected at the Board of
Directors’ meeting held after the conclusion of the Annual General Meeting Shareholders and assumed theirrespective offices. The new structure of officers including Executive Officers is as follows.

Director and Chairman

Noriaki Hirose

Director and Executive
Officer

Naoki Honjo

Representative Directorand President

Ryuichi Arimoto

Director and Executive
Officer

Hideyuki Sakunaka(newly elected)

Director and Vice
President

Asao Yamakawa

Director(Outside Director)

Hiizu Ichikawa

Akira Mizukoshi

Director(Outside Director)

Kazumasa Kusaka

Representative Directorand Executive Vice
President

Noboru Takano

Full-time Audit &Supervisory Board Member

Toshiaki Shimizu(reelected)

Director and Senior
Managing Executive
Officer

Hiroyuki Akiyoshi(promoted)

Full-time Audit &Supervisory Board Member(Outside Audit &Supervisory Board Member)

Izumi Arai

Director and Senior
Managing Executive
Officer

Takashi Seki(promoted)

Audit & Supervisory BoardMember(Outside Audit &Supervisory Board Member)

Mineo Enomoto

Senior Managing
Executive Officer

Takashi Karasaki

Executive Officer

Haruhiko Kanai

Senior Managing
Executive Officer

Yoshikimi Inoue

Executive Officer

Kevin Tynes

Senior Managing
Executive Officer

Masanao Nishimura

Executive Officer

Akimitsu AraiManaging ExecutiveOfficer

Haruyoshi Takura

Executive Officer

Hitoshi Nagasaki

Hiroyuki Kasahara

Executive Officer

Hiroaki Shinya

Takayasu Tsuyusaki

Executive Officer

Hiroshi Matsuda

Executive Officer

Masanobu Sakamoto

Executive Officer

Toshikazu Kambara

Executive Officer

Shuichi Ueda

Executive Officer

Hiroshi Yokota

Executive Officer

Yasushi Sugo

Executive Officer

Hiroyuki Yamate

Executive Officer

Noriaki Yoshida

Representative Directorand Executive Vice
President

Managing ExecutiveOfficer
Managing ExecutiveOfficer2