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, 2016
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 109TH 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 109th 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 the
proposal on the enclosed Voting Rights Exercise Form and return it so that it is received by 5:30 p.m. on
Tuesday, June 28, 2016, Japan time.
1. Date and Time:
2. Place:

Wednesday, June 29, 2016, 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
109th Fiscal Year (April 1, 2015‒March 31, 2016) 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 109th Fiscal Year
(April 1, 2015‒March 31, 2016)
Proposals to be resolved:
Election of 9 Directors
Proposal 1:
Election of 4 Auditors
Proposal 2:
Election of 1 Substitute Auditor
Proposal 3:

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 1:
Election of 9 Directors
The terms of office of all 8 Directors will expire at the conclusion of this year’s Ordinary General
Meeting of Shareholders. To further strengthen our corporate governance structure, the Company proposes
the election of 9 Directors (including 2 Outside Directors), adding another Outside Director.
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

1

Shiro Yamashita(August 18, 1947)
Reappointment

2

Jun’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 and management
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-

45,00021,000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

Gen Ko(December 3, 1953)
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 Director of theCompany, considerable knowledge in finance and accounting and broad insights
concerning the overall management of the Company.
April 1999
Joined the Company
April 2002
General Manager, New Materials Research Lab.
June 2005
Director; General Manager, Research & Intellectual Property
Dept., New Products Development Div.; General Manager, New
Materials Research Lab.
June 2006
Director and Executive Officer; General Manager, Research &Intellectual Property Dept., New Products Development Div.;
General Manager, New Materials Research Lab.
April 2010
Director and Executive Officer; General Manager, Research &Marketing Management Dept., New Products Development Div.;
General Manager, Advanced Research Lab.
June 2011
Director and Executive Officer; Deputy General Manager, New
Products Development Div.; General Manager, Research &Marketing Management Dept.
April 2012
Director and Executive Officer; Deputy General Manager, New
Products Development Div.
June 2015
Director and Executive Officer; General Manager, New Products
Development Div. (to present)[Reasons for nomination of the candidate for Director]
The Company has nominated Gen Ko as a candidate for Director because he haslong experience in new product development, experience as a Director and broad
insights concerning the overall management of the Company.

Number ofshares of theCompany held

-3-

12,00032,000No.

Name(Date of birth)

Past experience, positions, area of responsibility
and significant concurrent positions
April 1983
June 2005

5

Nobutaka Takahashi(December 2, 1960)
Reappointment

6

Katsuhiro Saito(August 26, 1957)
Reappointment

7

Yasutoshi Suzuki(August 9, 1960)
Reappointment

Joined the Company
General Manager, Fundamental Chemicals Sales Dept., Sales
Div.
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. (topresent)[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.
April 1981
Joined the Company
June 2003
General Manager, Production Dept.-III of Shibukawa Plant
June 2006
General Manager, Production Engineering Dept. of Shibukawa
Plant
June 2007
Executive Officer; Plant Manager, Mizushima Plant
April 2012
Executive Officer, Technical Div.
June 2013
Executive Officer; Plant Manager of Shibukawa Plant
June 2015
Director and Executive Officer; General Manager, Technical Div.
(to present)(In charge of Purchasing Dept.)[Reasons for nomination of the candidate for Director]
The Company has nominated Katsuhiro Saito as a candidate for Director because
Mr. Saito has long experience in the technical division including plant operation,
experience as a Director and broad insights concerning the overall management of
the Company.
April 1984
Joined The Dai-Ichi Kangyo Bank, Ltd. (current Mizuho Bank,Ltd.)
May 2004
General 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 & Banking
April 2011
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.)[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 and broad insights
in the overall management of the Company.

Number ofshares of theCompany held

-4-

26,00015,000

0

No.

Name
(Date of birth)

Past experience, positions, area of responsibility
and significant concurrent positions
April 1987
April 1987
October 2006
September 20118

Hideki Matsui(July 9, 1962)
Reappointment
Outside9

Masaharu Sugiyama(June 20, 1954)
New Appointment
OutsideAdmitted as Attorney-at-Law
Joined Marunouchi Sogo Law OfficeOutside Auditor, Kanebo Cosmetics Inc.
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 his
experience and broad insights for the management of the Company.
November 1979 Joined 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 (to present)
August 2008
Councilor of Employee Council, Ernst & Young ShinNihon LLC(to present)
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 (to present)[Significant concurrent positions]
Senior Partner, Ernst & Young ShinNihon LLC
Member of the Employee Council, Ernst & Young ShinNihon LLC[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 formany years as a Certified Public Accountant, and the Company expects him toutilize his experience and broad insights for the management of the Company.

Number ofshares of theCompany held

00(Notes)
1. Hideki Matsui and Masaharu Sugiyama are both candidates for Outside Director and candidates for independent
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 ¥6
million for the fiscal year ended March 31, 2016, and this amount does not affect the independence of Mr. Matsui
either from the Company or from the law office.
3. Although Masaharu Sugiyama belongs to Ernst & Young ShinNihon LLC, which is the Company’s accounting auditor
and pays compensation for audits conducted by the firm, the Company paid only ¥39 million for the fiscal year ended
March 31, 2016, and this amount does not affect the independence of Mr. Sugiyama either from the Company or fromthe audit firm. Mr. Sugiyama is scheduled to retire from the audit firm by June 28, 2016. Mr. Sugiyama has not been in
charge of audits of the Company.
4. The Company has an agreement with Hideki Matsui to limit his liability as Outside Director on the basis of theprovisions of Article 427, Paragraph 1, of the Companies Act with the liability limit set forth in the relevant law. In
case Mr. Matsui is elected Outside Director and assumes office as such, the Company plans to continue to enter into asimilar agreement with him. Also, if Masaharu Sugiyama is elected Outside Director and assumes office as such, theCompany plans to enter into an agreement with Mr. Sugiyama to limit his 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 the relevant law.
5. Hideki Matsui’s term of office as Outside Director of the Company will be one year upon the conclusion of thisgeneral meeting of shareholders.

-5-Proposal 2:

Election of 4 Auditors

The terms of office of all four Auditors will expire at the conclusion of this year’s Ordinary General
Meeting of Shareholders. Accordingly, the election of 4 Auditors is proposed.
The candidates for Auditors are as follows. The Board of Audit & Supervisory Board Members has
previously given its approval to this proposal.
No.

Name
(Date of birth)

Past experience, positions
and significant concurrent positions
April 1975
June 2001
July 2002

1

Akiho Kawata(February 20, 1951)
Reappointment

2

Fumihiro Takahashi(April 23, 1956)
Reappointment

Joined the Company
General Manager, Production Dept. of Mizushima Plant
Vice Plant Manager; and General Manager, Production Dept. ofMizushima Plant
June 2003
Director; Plant Manager of Mizushima Plant
Director and Executive Officer; Plant Manager of MizushimaJune 2006
Plant
Director and Executive Officer; Plant Manager of Shibukawa
June 2007
Plant
Director and Executive Officer of the Company;
June 2009
Representative Director, Vice-president of Jobi Engineering
Co., Ltd.
Director and Executive Officer; General Manager, New
June 2011
Products Development Div.
Director and Executive Officer; Plant Manager of Mizushima
April 2012
Plant
Director and Managing Executive Officer; Plant Manager ofJune 2013
Mizushima Plant
June 2015
Standing Auditor (to present)[Reasons for nomination of the candidate for Auditor]
The Company has nominated Akiho Kawata as a candidate for Auditor because Mr.
Kawata has long experience in the technical division including plant operation andbroad insights concerning the overall management of the Company.
Joined Asahi Mutual Life Insurance Co.
April 1980
Joined the Company; General Manager, Information Systems
April 2003
Dept.
General Manager, Internal Auditing Dept.
April 2008
June 2010
Executive Officer; General Manager, Internal Auditing Dept.
Standing Auditor (to present)
June 2014[Reasons for nomination of the candidate for Auditor]
The Company has nominated Fumihiro Takahashi as a candidate for Auditor
because Mr. Takahashi has long experience in the internal auditing department of
the Company and considerable knowledge in finance and accounting.

Number ofshares of theCompany held

-6-

34,000

5,000

No.

3

4

Name
(Date of birth)

Past experience, positions
and significant concurrent positions

April 1967
Joined Zeon Corporation
June 1997
Director, Zeon Corporation
June 1999
Senior Director, Zeon Corporation
June 2001
Executive Director, Zeon Corporation
Chief Executive Director, Zeon Corporation
June 2002
President and Chief Executive Officer , Zeon Corporation
June 2003
Outside Auditor, The Yokohama Rubber Co., Ltd.
June 2006
Chairman, Zeon Corporation (to present)
Naozumi Furukawa June 2013
(December 22, 1944) March 2014
Outside Director, The Yokohama Rubber Co., Ltd. (to present)
Reappointment
June 2015
Outside Auditor of the Company (to present)
Outside[Significant concurrent positions]
Chairman, Zeon Corporation
Outside Director, The Yokohama Rubber Co., Ltd.
[Reasons for nomination of the candidate for Outside Auditor]
The Company has nominated Naozumi Furukawa as Outside Auditor because Mr.
Furukawa has engaged in the management of chemical manufacturers for many
years and the Company expects Mr. Furukawa to utilize his experience and broad
insights for the Company’s audits.
Joined Asahi Mutual Life Insurance Co.
April 1984
General Manager, Asset Management Planning Dept., Asset
April 2009Management Div., Asahi Mutual Life Insurance Co.
Executive Officer; General Manager, Finance & Property
April 2012
Exclusive Administration Dept., Asset Management Div., Asahi
Mutual Life Insurance Co.
April 2013
Executive Officer; General Manager, Asset Management Div.,
Asahi Mutual Life Insurance Co.
Director and Executive Officer; General Manager, Asset
July 2013
Management Div., Asahi Mutual Life Insurance Co.
Hiroki Kimura
Director and Executive Officer; Manager, Asset Management
April 2014
(January 19, 1962)
Div., Asahi Mutual Life Insurance Co.
Reappointment
Outside Auditor of the Company (to present)
June 2014
OutsideDirector and Managing Executive Officer, Asahi Mutual Life
April 2015
Insurance Co. (to present)[Significant concurrent position]
Director and Managing Executive Officer, ASAHI MUTUAL LIFE INSURANCE
CO.
[Reasons for nomination of the candidate for Outside Auditor]
The Company has nominated Hiroki Kimura as a candidate for Outside Auditor
because Mr. Kimura has many years’ experience at financial institutions and broad
insights, and the Company expects him to utilize his expertise for the Company’s
audits.

Number ofshares of theCompany held

00(Notes)1.
2.

3.

Naozumi Furukawa and Hiroki Kimura are both candidates for Outside Auditor and candidates for independent officer
as prescribed by the Tokyo Stock Exchange.
The Company has agreements with both Naozumi Furukawa and Hiroki Kimura to limit their liability on the basis of
the provisions of Article 427, Paragraph 1, of the Companies Act with the liability limit set forth in the relevant law. In
case they are elected as Outside Auditors and assume office as such, the Company plans to continue a similar
agreement with them.
Naozumi Furukawa’s term of office as an Outside Auditor will be one year upon the conclusion of this general
meeting of shareholders and Hiroki Kimura’s two years.

-7-

Proposal 3:

Election of 1 Substitute Auditor

The effective term of Substitute Auditor Naotaka Kawamata, who was elected at the 105th Ordinary
General Meeting of Shareholders held on June 28, 2012, will expire at the beginning of this year’s Ordinary
General Meeting of Shareholders. Accordingly, to prepare for the case where the number of Auditors of theCompany becomes insufficient in light of the legally stipulated number, the election of 1 Substitute Auditor
is proposed.
Pursuant to Article 31 of the Company’s Articles of Incorporation, this election shall be effective until the
beginning of the ordinary general meeting of shareholders concerning the last business year that ends withinfour years after the election. The effectiveness of this election shall be able to be revoked only before theassumption of office by resolution of the Board of Directors with the approval of the Board of Audit &Supervisory Board Members.
The candidate for Substitute Auditor is as follows. The Board of Audit & Supervisory Board Members
has previously given its approval to this proposal.
Name(Date of birth)

Past experience, positions
and significant concurrent positions
April 1994
April 1994
June 2007
June 2014
April 2015

Naotaka Kawamata(May 1, 1965)

Number ofshares of theCompany held

Admitted as Attorney-at-Law
Joined Marunouchi Sogo Law Office (to present)
Outeide Auditor, Torex Semiconductor Ltd. (to present)
Outside Auditor, Nippon Flour Mills Co., Ltd. (to present)

Practicing-Attorney-Professor for civil advocacy,the Legal
Training and Research Institute of the Supreme Court ofJapan (to present)[Significant concurrent positions]
Attorney-at-Law, Marunouchi Sogo Law OfficeOutside Auditor, Torex Semiconductor Ltd.
Outside Auditor, Nippon Flour Mills Co., Ltd.

0

Practicing-Attorney-Professor for civil advocacy,the Legal Training andResearch Institute of the Supreme Court of Japan[Reasons for nomination of the candidate for Substitute Outside Auditor]
The Company has nominated Naotaka Kawamata as a candidate for SubstituteOutside Auditor because Mr. Kawamata possesses specialized knowledge andexperience as an attorney-at-law and is adept in corporate legal affairs.
(Notes)1. Although Naotaka Kawamata 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 ¥6 million for the fiscal year ended March 31, 2016, and this amount does not affect the independence of Mr.
Kawamata either from the Company or from the law office.
2. Naotaka Kawamata is a candidate for Substitute Outside Auditor.
3. In the case when the number of Auditors of the Company becomes insufficient in light of the legally stipulated number
and Mr. Kawamata assumes office as an Outside Auditor, the Company plans to enter into an agreement with Mr.
Kawamata to limit his liability as Outside Auditor on the basis of the provisions of Article 427, Paragraph 1, of theCompanies Act with the liability limit set forth in the relevant law.

-8-