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 4047)
June 13, 2017
To Shareholders with Voting Rights:
Jun’ichi Hasegawa
President
Kanto Denka Kogyo Co., Ltd..
105, Kanda-Awajicho 2-chome, Chiyoda-ku,Tokyo, JapanNOTICE OF
THE 110TH ORDINARY 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 110th Ordinary General Meeting of Shareholders of Kanto Denka
Kogyo Co., Ltd. (the “Company”). The meeting will be held as described below.
If you are unable to attend the meeting, you can exercise your voting rights in writing. Please review theattached Reference Documents for the General Meeting of Shareholders, indicate your vote for or against theproposal on the enclosed Voting Rights Exercise Form and return it so that it is received by 5:30 p.m. on
Wednesday, June 28, 2017, Japan time.
1. Date and Time:
2. Place:

Thursday, June 29, 2017, at 10:00 a.m. Japan time
9F Conference Room, Headquarters of the Company
Waterras Annex 2-105, Kanda-Awajicho, Chiyoda-ku, Tokyo, Japan

3. Meeting Agenda:
Matters to be reported: 1. The Business Report, Consolidated Financial Statements for the Company’s
110th Fiscal Year (April 1, 2016‒March 31, 2017) and results of audits by
the Accounting Auditor and the Board of Audit & Supervisory Board
Members of the Consolidated Financial Statements
2. Non-consolidated Financial Statements for the Company’s 110th Fiscal Year
(April 1, 2016‒March 31, 2017)
Proposals to be resolved:
Election of 9 Directors
Proposal:
1. When attending the meeting, please submit the enclosed Voting Rights Exercise Form at the receptiondesk.
2. On the day of the meeting, the Company will adopt “Cool Biz” attire. Shareholders are also encouraged
to attend the meeting in light clothing.
3. Should the Reference Documents for the General Meeting of Shareholders, the Business Report, theConsolidated Financial Statements and the Non-consolidated Financial Statements require revisions,the revised versions will be posted on the Company’s website (http://www.kantodenka.co.jp/).

-1-Reference Documents for the General Meeting of Shareholders
Proposals and References
Proposal:
Election of 9 Directors
The terms of office of all 9 Directors will expire at the conclusion of this year’s Ordinary General
Meeting of Shareholders. Accordingly, the Company proposes the election of 9 Directors (including 2Outside Directors).
The candidates for Director are as follows:No.

Name(Date of birth)

Past experience, positions, area of responsibilityand significant concurrent positions
April 1970
July 2000
April 2002

1Shiro Yamashita(August 18, 1947)
Reappointment

2Jun’ichi Hasegawa(November 11, 1958)
Reappointment

Joined the Company
General Manager, Mizushima Development Research Lab.
General Manager, New Products Development Promotion
Dept., New Products Development Div.
June 2003
Director; General Manager, New Products Development
Promotion Dept., New Products Development Div.
Director; Deputy General Manager, Sales Div.; General
June 2005
Manager, Fine Chemicals Sales Dept.-III
Director and Executive Officer; Deputy General Manager,June 2006
Sales Div.; General Manager, Fine Chemicals Sales Dept.-III
Director and Executive Officer; General Manager, Corporate
June 2007
Planning Dept.
Director and Managing Executive Officer
June 2009
President
June 2011
President; General Manager, New Products Development Div.
April 2012
President
April 2014
June 2015
Chairman (to present)[Reasons for nomination of the candidate for Director]
The Company has nominated Shiro Yamashita as a candidate for Director
because Mr. Yamashita has long experience in new product development andmanagement such as corporate planning, experience as a Director and broad
insights concerning the overall management of the Company.
Joined the Company
January 2000
General Manager, Fine Chemicals Sales Dept.-II
July 2004
Executive Officer; General Manager, Fine Chemicals Sales
June 2007
Dept.-II
Director and Executive Officer; General Manager, Sales Div.
June 2009
Director and Executive Officer; General Manager, Sales Div.;
January 2011
General Manager, Fine Chemicals Sales Dept.-I
Director and Executive Officer of the Company; Chairman andJune 2011
Managing Director, Kanto Denka Kogyo (Shanghai) Co., Ltd.
President (to present)
June 2015[Reasons for nomination of the candidate for Director]
The Company has nominated Jun’ichi Hasegawa as a candidate for Director
because Mr. Hasegawa has long experience in the sales division and at overseas
subsidiaries, experience as a Director and broad insights concerning the overallmanagement of the Company.

Number ofshares of theCompany held-2-

48,00024,000No.

Name(Date of birth)

Past experience, positions, area of responsibility
and significant concurrent positions
April 1977
April 2001

3

Yukio Takaike(November 23, 1953)
Reappointment

4

Nobutaka Takahashi(December 2, 1960)
Reappointment

Joined Asahi Mutual Life Insurance Co.
General Manager, Asset Management Planning Dept., Asahi
Mutual Life Insurance Co.
October 2002
General Manager, Asset Management Div. (In Charge of AssetManagement Planning), Asahi Mutual Life Insurance Co.
July 2008
Executive Officer, Asset Management Div., Asahi Mutual Life
Insurance Co.
April 2010
Executive Officer, Office & System Management Div., Asahi
Mutual Life Insurance Co.
June 2012
Director and Executive Officer of the Company
June 2014
Director and Executive Officer; General Manager,
Information Systems Dept.
Director and Managing Executive Officer (to present)
June 2015(In charge of Personnel & General Affairs Dept., Accounting& Finance Dept., Information Systems Dept.)[Reasons for nomination of the candidate for Director]
The Company has nominated Yukio Takaike as a candidate for Director because
Mr. Takaike has long experience at financial institutions, experience as a Directorof the Company, considerable knowledge in finance and accounting and broad
insights concerning the overall management of the Company.
April 1983
Joined the Company
June 2005
General Manager, Fundamental Chemicals Sales Dept., SalesDiv.
June 2006
Executive Officer; General Manager, Osaka Branch Office
June 2009
Director and Executive Officer; General Manager, Corporate
Planning Dept.
June 2011
Director and Executive Officer
June 2013
Director and Executive Officer; General Manager, Sales Div.
(to present)[Reasons for nomination of the candidate for Director]
The Company has nominated Nobutaka Takahashi as a candidate for Director
because Mr. Takahashi has long experience in the sales division and management
such as corporate planning, experience as a Director and broad insights
concerning the overall management of the Company.

Number ofshares of theCompany held-3-

13,00027,000No.

Name(Date of birth)

Past experience, positions, area of responsibility
and significant concurrent positions
April 1984

5Yasutoshi Suzuki(August 9, 1960)
Reappointment

6

Kazuo Morisaki(October 4, 1960)
New appointment

Joined The Dai-Ichi Kangyo Bank, Ltd. (current MizuhoBank, Ltd.)May 2004General Manager of Chitosefunabashi Branch, Mizuho Bank,Ltd.
March 2006
General Manager of Toyohashi Branch, Mizuho Bank, Ltd.
July 2009
General Manager, Administration Department, Mizuho Trust& Banking Co., Ltd.
General Manager of Sapporo Branch, Mizuho Trust &April 2011
Banking Co., Ltd.
April 2013
Executive Officer; and General Manager, Trust Business
Department VI, Mizuho Trust & Banking Co., Ltd.
April 2015
Executive Director, Mizuho Trust & Banking Co., Ltd.
June 2015
Corporate Adviser of the Company
June 2015
Director and Executive Officer (to present)(In charge of Corporate Planning Dept. and Overseas Business
Development Dept.)[Reasons for nomination of the candidate for Director]
The Company has nominated Yasutoshi Suzuki as a candidate for Director
because Mr. Suzuki has long experience at financial institutions, experience as a
Director of the Company, considerable knowledge in finance and accounting andbroad insights in the overall management of the Company.
April 1985
Joined the Company
April 2002
General Manager, Mizushima Development Research Lab.
June 2006
Executive Officer; General Manager, Mizushima
Development Research Lab.; General Manager, Production
Engineering Dept., Mizushima Plant
June 2007
Executive Officer; General Manager, New Products
Development Promotion Dept., New Products DevelopmentDiv.
June 2009
Executive Officer; General Manager, Fine Chemicals Sales
Dept.-III
June 2013
Executive Officer; General Manager, Production Engineering
Dept., Technical Div.
April 2014
Executive Officer; General Manager, Research Planning
Dept., New Products Development Div.
June 2015
Executive Officer; Deputy General Manager, New Products
Development Div.; General Manager, Research Planning
Dept.
April 2017
Executive Officer; Deputy General Manager, New Products
Development Div.; General Manager, Development Planning
Dept.; General Manager, Market Development Dept. (topresent)[Reasons for nomination of the candidate for Director]
The Company has nominated Kazuo Morisaki as a candidate for Director because
Mr. Morisaki has long experience in new products development and sales
divisions, and broad insights in the overall management of the Company.

Number ofshares of theCompany held-4-

2,000

13,000No.

Name(Date of birth)

Past experience, positions, area of responsibility
and significant concurrent positions
April 1981
April 2002
June 2005

78

Joined the Company
General Manager, Shibukawa Development Research Lab.
General Manager, New Products Development Promotion
Dept., New Products Development Div.
June 2007
Executive Officer; Representative Director, Kanto Denka
Korea Co., Ltd.
June 2009
Executive Officer; General Manager, Fine Chemicals Sales
Dept.-IIApril 2012
Executive Officer; General Manager, Research & MarketingFuyuhiko Ishii
Management Dept., New Products Development Div.
(December 10, 1958) April 2014
Executive Officer; General Manager, Development &Marketing Dept., New Products Development Div.
New appointment
June 2015
Executive Officer; Chairman and Managing Director, Kanto
Denka Kogyo (Shanghai) Co., Ltd.
April 2017
Executive Officer; Chairman, Kanto Denka Kogyo (Shanghai)Co., Ltd. (to present)[Reasons for nomination of the candidate for Director]
The Company has nominated Fuyuhiko Ishii as a candidate for Director because
Mr. Ishii has long experience in new products development and sales divisions,and the Company’s overseas subsidiary and broad insights in the overallmanagement of the Company.
April 1987
Admitted as Attorney-at-Law
April 1987
Joined Marunouchi Sogo Law Office
October 2006
Outside Auditor, Kanebo Cosmetics Inc.
September 2011 Co-Representative Attorney-at-law, Marunouchi Sogo Law
Office (to present)
June 2015
Outside Director of the Company (to present)
Hideki Matsui(July 9, 1962)[Significant concurrent position]
Reappointment
Co-Representative Attorney-at-law, Marunouchi Sogo Law OfficeOutside[Reasons for nomination of the candidate for Outside Director]
Although he has not been involved in corporate management other than as an
outside officer, the Company has nominated Hideki Matsui as a candidate for
Outside Director because Mr. Matsui has engaged in corporate legal affairs as an
attorney-at-law for many years, and the Company expects him to utilize his
experience and broad insights for the management of the Company.

Number ofshares of theCompany held0November 1979

9Masaharu Sugiyama(June 20, 1954)
Reappointment
OutsideJoined Daiichi Audit Corporation (current Ernst & YoungShinNihon LLC)
August 1983
Registered as Certified Public Accountant (CPA)
May 2002
Representative Partner (current Senior Partner), Ernst &Young ShinNihon LLC
August 2008
Councilor of Employee Council, Ernst & Young ShinNihon
LLC
August 2010
Audit Commissioner, Ernst & Young ShinNihon LLC
August 2013
Chairman of Audit Committee, Ernst & Young ShinNihon
LLC
August 2014
Vice-Chairman of Employee Council, Ernst & Young
ShinNihon LLC
June 2016
Outside Director of the Company (to present)[Reasons for nomination of the candidate for Outside Director]
Although he has not been involved in corporate management other than as anoutside officer, the Company has nominated Masaharu Sugiyama as a candidate
for Outside Director because Mr. Sugiyama has engaged in corporate accountingfor many years as a Certified Public Accountant, and the Company expects him
to utilize his experience and broad insights for the management of the Company.

1,000-5-0

(Notes)
1. Hideki Matsui and Masaharu Sugiyama are both candidates for Outside Director and candidates for independentofficer as stipulated by the rules of the Tokyo Stock Exchange.
2. Although Hideki Matsui belongs to the Marunouchi Sogo Law Office, with which the Company has a legal advisory
retainer contract and to which it pays fees for legal services provided by attorneys, the Company paid only about ¥2million for the fiscal year ended March 31, 2017, and this amount does not affect the independence of Mr. Matsui
either from the Company or from the law office.
3. Although Masaharu Sugiyama belonged to Ernst & Young ShinNihon LLC, which is the Company’s accounting
auditor, he retired from the audit firm in June 2016. Although the Company pays compensation for audits conductedby the firm, the Company paid only ¥35 million for the fiscal year ended March 31, 2017, and this amount does notaffect the independence of Mr. Sugiyama either from the Company or from the audit firm. Mr. Sugiyama has not beenin charge of audits of the Company.
4. The Company has an agreement with Hideki Matsui and Masaharu Sugiyama to limit their liability as Outside Director
on the basis of the provisions of Article 427, Paragraph 1, of the Companies Act with the liability limit set forth in therelevant law. In case Mr. Matsui and Mr. Sugiyama are elected as Outside Directors and assume office as such, theCompany plans to continue to enter into a similar agreement with them.
5. The term of office of Hideki Matsui and Masaharu Sugiyama as Outside Directors of the Company upon theconclusion of this General Meeting of Shareholders will be two years and one year, respectively.

-6-