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 11, 2019
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 112TH 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 112th 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 theproposals on the enclosed Voting Rights Exercise Form and return it so that it is received by 5:30 p.m. on
Wednesday, June 26, 2019, Japan time.
1. Date and Time:
2. Place:

Thursday, June 27, 2019, 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
112th Fiscal Year (April 1, 2018‒March 31, 2019) 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 112th Fiscal Year
(April 1, 2018‒March 31, 2019)
Proposals to be resolved:
Election of 9 Directors
Proposal 1:
Election of 1 Auditor
Proposal 2:
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. Based on the provisions of laws and regulations as well as Article 14 of the Company’s Articles ofIncorporation, among the documents that should be provided along with this Notice, as the “Notes tothe Consolidated Financial Statements” in the Consolidated Financial Statements and the “Notes to theNon-consolidated Financial Statements” in the Non-consolidated Financial Statements are posted on
the Company’s website (https://www.kantodenka.co.jp/), they are not included in this Notice.
The above documents are, along with the other documents provided in this Notice, within the scope ofaudits of the Accounting Auditor and Auditors.
4. 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 (https://www.kantodenka.co.jp/).
-1-

Reference Documents for the General Meeting of Shareholders
Proposals and References
Proposal 1:
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 3
Outside Directors).
The candidates for Director are as follows:No.

Name(Date of birth)

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

12

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
Shiro Yamashita
Director and Executive Officer; General Manager, Corporate
June 2007(August 18, 1947)
Planning Dept.
Reappointment
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 SalesJune 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 andJun’ichi Hasegawa June 2011
Managing Director, Kanto Denka Kogyo (Shanghai) Co., Ltd.
(November 11, 1958)
President (to present)
Reappointment
June 2015(In charge of Internal Auditing Dept., Operations ManagementDept.)[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-

53,80029,700No.

Name(Date of birth)

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

3

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 ofAsset Management Planning), Asahi Mutual Life Insurance
Co.
July 2008
Executive Officer, Asset Management Div., Asahi MutualLife Insurance Co.
April 2010
Executive Officer, Office & System Management Div., Asahi
Yukio Takaike
Mutual Life Insurance Co.
(November 23, 1953) June 2012
Director and Executive Officer of the Company
Reappointment
June 2014
Director and Executive Officer; General Manager,
Information Systems Dept.
Director and Managing Executive Officer (to present)
June 2015(In charge of Legal & General Affairs Dept., Personnel 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
Director of the Company, considerable knowledge in finance and accounting andbroad insights concerning the overall management of the Company.
April 1981
Joined the Company

Number ofshares of theCompany held

16,500April 2002
June 2005

4

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 & Marketing
Management Dept., New Products Development Div.
April 2014
Executive Officer; General Manager, Development &Fuyuhiko Ishii
Marketing Dept., New Products Development Div.
(December 10, 1958)
June 2015
Executive Officer; Chairman and Managing Director, Kanto
Reappointment
Denka Kogyo (Shanghai) Co., Ltd.
April 2017
Executive Officer; Chairman, Kanto Denka Kogyo(Shanghai) Co., Ltd.
Director and Executive Officer; General Manager, Technical
June 2017
Div. (to present)(In charge of Purchasing Dept.)[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 aswell as experience as a Director of the Company, and the Company’s overseas
subsidiary and broad insights in the overall management of the Company.

-3-

6,900

No.

Name
(Date of birth)

Past experience, positions, area of responsibility
and significant concurrent positions
April 1987

5

Takeaki Yajima(April 20, 1963)
Reappointment

6

Yasunari Yamaguchi(August 1, 1965)
New appointment

7

Hideki Matsui(July 9, 1962)
Reappointment
OutsideJoined The Dai-Ichi Kangyo Bank, Ltd. (currently MizuhoBank, Ltd.)March 2003
General Manager of Tottori Branch, Mizuho Bank, Ltd.
May 2005
Deputy General Manager, Consulting Coordination
Department, Mizuho Bank, Ltd.
April 2008
Deputy General Manager, Branch Department, Mizuho Bank,
Ltd.
April 2010
General Manager, Unit No. 8 of Branch Department, Mizuho
Bank, Ltd.
April 2012
General Manager of Tachikawa Branch, Mizuho Bank, Ltd.
April 2014
General Manager, Branch Banking Department No. 2, Mizuho
Bank, Ltd.
April 2015
General Manager, Tokyo Main Office Department No. 1,Mizuho Bank, Ltd.
June 2018
Corporate Adviser of the Company
June 2018
Director and Executive Officer (to present)(In charge of Corporate Planning Dept., Overseas BusinessDevelopment Dept.)[Reasons for nomination of the candidate for Director]
The Company has nominated Takeaki Yajima as a candidate for Director because
Mr. Yajima 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 1990
Joined the Company
General Manager, Production Dept.-I, Shibukawa Plant
April 2009
June 2013
General Manager, Corporate Planning Dept.
June 2015
Executive Officer; Plant Manager, Mizushima Plant (topresent)[Reasons for nomination of the candidate for Director]
The Company has nominated Yasunari Yamaguchi as a candidate for Director
because Mr. Yamaguchi has long experience in engineering divisions, including
plant operations, and corporate planning division, as well as broad insights
concerning the overall management 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)[Significant concurrent position]
Co-Representative Attorney-at-law, Marunouchi Sogo Law Office[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 hisexperience and broad insights for the management of the Company.

Number ofshares of theCompany held-4-80000No.

Name(Date of birth)

Past experience, positions, area of responsibility
and significant concurrent positions
November 19798

Masaharu Sugiyama(June 20, 1954)
Reappointment
Outside9

Hitoshi Habuka(March 25, 1957)
New appointment
OutsideJoined Daiichi Audit Corporation (current Ernst & Young
ShinNihon 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 an
outside officer, the Company has nominated Masaharu Sugiyama as a candidate
for Outside Director because Mr. Sugiyama has engaged in corporate accounting
for 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.
April 1981
Joined Shin-Etsu Chemical Co., Ltd.
March 2000
Retired from Shin-Etsu Chemical Co., Ltd.
April 2000
Associate Professor, Department of Material Science andChemical Engineering, Faculty of Engineering, Yokohama
National University (current National University Corporation
Yokohama National University)
April 2002
Professor, Department of Chemical Engineering Science,
Faculty of Engineering, National University Corporation
Yokohama National University (to present)
April 2017
Vice Dean, College of Engineering Science, National
University Corporation Yokohama National University (topresent)[Significant concurrent position]
Professor, Department of Materials Science and Chemical Engineering, Facultyof Engineering, National University Corporation Yokohama National University
Vice Dean, College of Engineering Science, National University CorporationYokohama National University[Reasons for nomination of the candidate for Outside Director]
The Company has nominated Hitoshi Habuka as a candidate for Outside Director
because Dr. Habuka has worked at Shin-Etsu Chemical Co., Ltd. and hasexperience as an engineering advisor and guest researcher, etc. at othercompanies. Also, he has engaged in research and development for many years,and the Company expects him to utilize his experience and broad insights for themanagement of the Company.

Number ofshares of theCompany held-5-00

(Notes)
1. Hideki Matsui, Masaharu Sugiyama and Hitoshi Habuka are all candidates for Outside Director and candidates forindependent officer 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, 2019, 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 ¥37 million for the fiscal year ended March 31, 2019, 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. Hitoshi Habuka belongs to National University Corporation Yokohama National University, with which the Company
has concluded a joint research agreement. Although the Company makes donations to the said university, the amountof donations was only ¥1 million for the fiscal year ended March 31, 2019, and this amount does not affect theindependence of Mr. Habuka either from the Company or from the university.
5. 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. In addition, if Hitoshi Habuka is elected as
Outside Director and assumes office as such, the Company plans to enter into an agreement with him to limit hisliability as Outside Director on the basis of the provisions of Article 427, Paragraph 1, of the Companies Act with theliability limit set forth in the relevant law.
6. 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 four years and three years, respectively.

-6-Proposal 2:
Election of 1 Auditor
As Auditor Akiho Kawata will resign from office at the conclusion of this year’s Ordinary General
Meeting of Shareholders, the Company proposes the election of one new Auditor to fill the resultingvacancy.
The candidate for Auditor is as follows. The Board of Audit & Supervisory Board Members has
previously given its approval to this proposal.
Past experience, positions,and significant concurrent positions

Number ofshares of theCompany held

Joined the Company
General Manager, Production Dept.-II, Shibukawa Plant
General Manager, Production Quality Control Dept.,
Technical Div.
June 2006
Deputy General Manager, and General Manager, Production
Dept.-III, Shibukawa Plant
June 2007
Executive Officer; Deputy General Manager, and General
Manager, Production Dept.-III, Shibukawa Plant
October 2008
Executive Officer; Deputy General Manager, GeneralManager, Production Dept.-III, and General Manager,
Production Engineering Dept., Shibukawa Plant
April 2009
Executive Officer; Vice Plant Manager, Shibukawa Plant
June 2009
Executive Officer; Plant Manager, Shibukawa Plant
June 2011
Director and Executive Officer; Plant Manager, Shibukawa
Plant
June 2013
Director and Managing Executive Officer; General Manager,
Technical Div.
April 2014
Director and Managing Executive Officer; General Manager,
Technical Div.; General Manager, New ProductsDevelopment Div.
June 2015
Corporate Adviser of the Company; Representative Directorand President of KANDEN KOSAN CO., LTD. (to present)[Reasons for nomination of the candidate for Auditor]
The Company has nominated Takashi Suzuki as a candidate for Auditor because
Mr. Suzuki has long experience in engineering division including plant
operations, research and development division as well as in the Company’s
subsidiary, experience as a Director of the Company, and broad insights in theoverall management of the Company.

23,800Name(Date of birth)
April 1976
October 2002
July 2005

Takashi Suzuki(December 2, 1952)
New appointment(Note) At the conclusion of KANDEN KOSAN CO., LTD.’s Ordinary General Meeting of Shareholders to be held on June 18,
2019, Takashi Suzuki plans to retire as Director of the said company.

-7-