(Translation)
Securities Code: 5262
June 9, 2023
(Commencement date for measures for electronic provision):
June 2, 2023
To Our Shareholders with Voting Rights:
Tomoyuki Masubuchi
President and Director
NIPPON HUME CORPORATION
5-33-11 Shimbashi, Minato-ku, TokyoNOTICE OF CONVOCATION OF
THE 140TH ANNUAL GENERAL MEETING OF SHAREHOLDERS
Dear Shareholders:
We would like to express our appreciation for your continued support and patronage.
We wish to notify you of the 140th Annual General Meeting of Shareholders of NIPPON HUMECORPORATION (the “Company”). The meeting will be held for the purposes described below.
In convening this Annual General Meeting of Shareholders, the Company has taken measures forelectronic provision, and has posted the content of the Reference Documents for the General Meeting of
Shareholders (matters to be provided electronically) on our website.
Please access the following website, and select in the order of “IR Information” “Related Information
on General Meeting of Shareholders” to confirm the information.
The Company’s website: https://www.nipponhume.co.jp/ (Japanese only)
The matters to be provided electronically are posted on our website, and also on the website of theTokyo Stock Exchange (TSE). Please access the Listed Company Search on the Tokyo Stock Exchange
website below, enter the Issue name (company name) or Code to perform the search, and select in theorder of “Basic information”, “Documents for public inspection/PR information”, and confirm theinformation under “Notice of General Shareholders Meeting/Informational Materials for the General
Shareholders Meeting.”
Tokyo Stock Exchange (TSE Listed Company Search) Website:
https://www2.jpx.co.jp/tseHpFront/JJK020010Action.do?Show=Show-1-

Instead of attending the meeting in person, you may exercise your voting rights in writing or via theInternet, etc. Please review the attached Reference Documents for the General Meeting of Shareholders
and exercise your voting rights by no later than 5:20 p.m. Japan time on Wednesday, June 28, 2023.
1. Date and Time:Thursday, June 29, 2023 at 10:00 a.m. Japan time

2. Place:

Conference room on the 8th floor of the Company (Shimbashi NH Building)
5-33-11 Shimbashi, Minato-ku, Tokyo, Japan

3. Meeting Agenda:
Matters to be reported: 1. The Business Report and Consolidated Financial Statements for the 140th
Fiscal Year (April 1, 2022 to March 31, 2023), and results of audits of theConsolidated Financial Statements by the Accounting Auditor and the Audit& Supervisory Board
2. Non-consolidated Financial Statements for the 140th Fiscal Year (April 1,
2022 to March 31, 2023)
Proposals to be resolved:
Appropriation of Surplus
Proposal 1:
Election of Eight (8) Directors
Proposal 2:
Election of One (1) Audit & Supervisory Board Member
Proposal 3:
Continuation of Countermeasures against Large-scale Purchases of the
Proposal 4:Company’s Shares (Takeover Defense Measures)
•

•
•

•

In accordance with the revised Companies Act, in general, matters to be provided electronically are to be
confirmed by accessing each of the websites above, and the printed document is to be sent to shareholders
who requested that the documents be provided in printed form by the reference date. However, for this
General Meeting of Shareholders, the printed documents that contain the matters to be provided
electronically are sent to all shareholders, regardless of whether a request for a printed form was submitted.
When attending the meeting, please submit the Voting Rights Exercise Form sent along with this notice ofconvocation at the reception desk.
For this General Meeting of Shareholders, the printed documents that contain the matters to be provided
electronically are sent to all shareholders, regardless of whether a request for a printed form was submitted.
Please note that, of the matters to be provided electronically, the following items are not presented in theattached printed documents, in accordance with laws and regulations and the provisions under Article 14
Paragraph 2 of the Company’s Articles of Incorporation.
1. “Company Structure and Policies” in the Business Report
2. “Consolidated Statements of Changes in Net Assets” and “Notes to the Consolidated Financial
Statements” of the Consolidated Financial Statements
3. “Non-Consolidated Statements of Changes in Net Assets” and “Notes to the Non-Consolidated
Financial Statements” of the Non-Consolidated Financial Statements
The Business Report, the Consolidated Financial Statements, and the Non-Consolidated Financial
Statements audited by the Audit & Supervisory Board and Accounting Auditor in preparing the Audit
Report and Accounting Auditor’s Audit Report, respectively, include the information in the attacheddocument, as well as other information required to be disclosed in the “Company Structure and Policies,”“Consolidated Statements of Changes in Net Assets,” “Non-Consolidated Statements of Changes in Net
Assets,” “Notes to the Consolidated Financial Statements,” and “Notes to the Non-Consolidated Financial
Statements.”
If the Reference Documents for the General Meeting of Shareholders, Business Report, Consolidated
Financial Statements or Non-Consolidated Financial Statements require revisions, notice to that effect will
be posted on the Company’s website and the TSE website, along with the unrevised and revised information.

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Reference Documents for the General Meeting of Shareholders
Proposal 1:

Appropriation of Surplus

The Company proposes to distribute the surplus as described below.
The Company considers the distribution of profits to shareholders as an important management task.
Our basic policy is to maintain stable dividend levels, while focusing on maintaining a sound financial
structure. We strive to enhance overall return to shareholders by implementing purchases of treasury sharesand other measures, taking into account factors such as performance.
Funds retained as internal reserves will be used as a portion of the funds invested in the developmentof new products and technologies and for capital investment in efficiency enhancement and reduction of
power consumption, as well as for M&As. The efficiency of the investments is considered from a longterm perspective.
The Company is scheduled to distribute the surplus for the fiscal year under review as described below,
taking into account factors such as non-consolidated financial results, consolidated financial results,financial conditions and the future management environment.
1. Details of the year-end dividend
1) Type of dividend property

Cash2) Appropriation of dividend property toshareholders and its total amount¥21 per share for the Company’s common stock
Total dividends: ¥539,950,194

3) Effective date for dividends from surplus

June 30, 2023

2. Other matters concerning the appropriation of surplus
1) Accounting item of surplus to increase
and the amount of increase

General reserve: ¥500,000,000

2) Accounting item of surplus to decrease
and the amount of decrease

Retained earnings brought forward: ¥500,000,000-3-Proposal 2:

Election of Eight (8) Directors

The terms of office of all nine (9) Directors will expire at the conclusion of this General Meeting of
Shareholders. Therefore, the Company proposes the election of eight (8) Directors.
The candidates for newly elected Directors are selected upon receiving recommendations from thevoluntary Nomination Committee, the majority of which is comprised of Outside Directors. The candidates
for Directors are as follows:
Current positions and responsibilities at the
Name
No.
Company
Chairman and Representative Director
1
Minoru Okawauchi
Reelection
Chair of the Board of Directors
President and Representative Director
2
Tomoyuki Masubuchi
Chair of Nomination Committee andReelection
Compensation Committee
Senior Managing Director, Senior
Managing Executive Officer
3
Katsuhiko Inoue
General Manager of Marketing Department, Reelection
General Manager of Kanto-Tohoku Branch,
Head of Business Strategy Management
Managing Executive Officer
General Manager of Technical Department,
4
Satoshi Tanaka
New candidate
General Manager of Technology
Development Center
Managing Executive Officer
General Manager of Kansai Branch,General5
Hiroaki Sakurai
New candidate
Manager of Marketing Division, Head ofPrecast Marketing
Reelection
6
Masahiro Maeda
Outside Director
OutsideIndependent
Reelection
7
Ryoichi Nakano
Outside Director
OutsideIndependent
Reelection
8
Asao Masue
Outside Director
OutsideIndependent
Reelection: Candidate for reelected Director
New candidate: Candidate for newly elected Director
Outside: Candidate for Outside Director
Independent: Independent Director pursuant to the provisions of the Stock Exchange

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No.

Name
(Date of birth)

Career summary, positions, responsibilities
and significant concurrent positions
September 1985
June 1992
April 1999
June 2003
June 2009

1

Minoru Okawauchi(February 7, 1954)

October 2009

Reelection

March 2011

Number of the Company’s
shares held
47,100April 2011
June 2011
June 2013
June 2014

June 2015
April 2023

Joined the Company
President and Representative Director of NIPPON HUME
INTERNATIONAL LTD.
General Manager of International Business Division
Director, General Manager of International Business
DivisionManaging Director, General Manager of International
Business Division
Director of NIPPON HUME INTERNATIONAL LTD.
Managing Director of NIPPON HUME
INTERNATIONAL LTD.
Outside Director of NIPPON JOGESUIDO SEKKEI CO.,LTD. (current NJS Co., Ltd.)Managing Director, in charge of International Business
Division
Outside Corporate Auditor of DC Co., Ltd.
Senior Managing Director, General Manager of Corporate
Planning Division
Senior Managing Director, General Manager of
Administration Department, in charge of Corporate
Planning Division and International Business Division
President and Representative Director
Chairman and Representative Director(to present)

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No.

Name
(Date of birth)

Career summary, positions, responsibilities
and significant concurrent positions
February 1992
April 2011
June 2013
June 2014
June 2015
June 2016
March 2017
June 2017

June 2019

February 2020
Tomoyuki Masubuchi(November 6, 1964)

2

Reelection
Number of the Company’s
shares held
9,200

March 2020
June 2020

June 2021

June 2022

April 2023

Joined the Company
General Manager of Corporate Planning Division
Outside Director of ASAHI CONCRETE WORKS CO.,LTD.
Director, General Manager of Corporate Planning DivisionCorporate Auditor of ASAHI CONCRETE WORKS CO.,LTD.
Director, General Manager of General Affairs Division andCorporate Planning Division
Outside Corporate Auditor of NJS Co., Ltd.
Managing Director, Deputy General Manager of
Administration Department, General Manager of General
Affairs Division and Corporate Planning Division
Managing Director, Deputy General Manager of
Administration Department, General Manager of General
Affairs Division and Corporate Planning Division, incharge of Segment Division
Managing Director, General Manager of Administration
Department, General Manager of General Affairs Division
and Corporate Planning Division, General Manager of
Real-Estate and Environment-Related Businesses
Division, in charge of Segment Division and SewerageRelated Business Division
Outside Director of NJS Co., Ltd.
Senior Managing Director, General Manager of
Administration Department, General Manager of General
Affairs Division and Corporate Planning Division,
General Manager of Real-Estate and Environment-Related
Businesses Division, in charge of Segment Division and
Sewerage-Related Business Division
Senior Managing Director, General Manager of
Administration Department, General Manager of General
Affairs Division, Human Resources Division, andCorporate Planning Division, General Manager of RealEstate and Environment-Related Businesses Division, incharge of Technical Department and Sewerage-Related
Business Division
Senior Managing Director, General Manager of
Administration Department, General Manager of General
Affairs and HR Division, and Corporate Planning Division,
General Manager of Real-Estate and Environment-Related
Businesses Division, in charge of Technical Department
and Sewerage-Related Business Division
President and Representative Director(to present)

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No.

Name
(Date of birth)

Career summary, positions, responsibilities
and significant concurrent positions
October 1993
April 2009
June 2009

Katsuhiko Inoue(April 14, 1962)

3

Reelection
Number of the Company’s
shares held
4,400

March 2011
June 2015
September 2015
January 2018
June 2021
June 2022
March 2023
April 2023

Joined the Company
General Manager of International Business Division
President and Representative Director of NIPPON HUME
INTERNATIONAL LTD.
General Manager of International Business Division
Executive Officer, General Manager of International
Business Division
Executive Officer, General Manager of International
Business Division and Segment Division
Executive Officer, General Manager of Kyushu Branch
Director, Managing Executive Officer, General Manager ofKanto-Tohoku Branch and Kyushu Branch
Director, Managing Executive Officer, General Manager
of Kanto-Tohoku Branch
Outside Director of NJS Co., Ltd. (to present)
Senior Managing Director, Senior Managing Executive
Officer, General Manager of Marketing Department,
General Manager of Kanto-Tohoku Branch, Head ofBusiness Strategy Management (to present)

April 1988

Satoshi Tanaka(September 21, 1963)

4

New candidate
Number of the Company’s
shares held
2,000

Joined Nihon Cement Co., Ltd. (current TAIHEIYOCEMENT CORPORATION)
March 2014
General Manager of R&D Department II of Central
Research Laboratory of TAIHEIYO CEMENTCORPORATION
April 2020
General Manager of Corporate Planning Division
April 2021
General Manager of Technology Development Center
June 2021
Executive Officer, General Manager of Technical
Department, General Manager of Technology Development
CenterFebruary 2022
President and Representative Director of Confrontier
Corporation
March 2023
Outside Corporate Auditor of NJS Co., Ltd. (to present)
April 2023
Managing Executive Officer, General Manager ofTechnical Department, General Manager of Technology
Development Center(to present)
Reasons for the election as a candidate for newly elected Director
Mr. Tanaka has held important positions in the technical departments of
TAIHEIYO CEMENT CORPORATION.
Since 2021, he has been in charge of the Company’s technology development
departments, and has contributed to the development of new technologies andproducts.
The Company nominated him as a candidate for Director for his considerable
achievements and capabilities, as well as his outstanding personality andinsight.

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No.

Name
(Date of birth)

Career summary, positions, responsibilities
and significant concurrent positions
January 2003
January 2020

Hiroaki Sakurai(January 12, 1963)5

New candidate
Number of the Company’s
shares held
3,000

Joined the Company
General Manager and General Manager of Sales
Department of Kansai Branch, General Manager of
Okayama Office
June 2022
Executive Officer, General Manager of Kansai Branch,
General Manager of Marketing Division, General Manager
of Okayama Office
July 2022
Executive Officer, General Manager of Kansai Branch,
General Manager of Marketing Division
April 2023
Managing Executive Officer, General Manager of Kansai
Branch, General Manager of Marketing Division, in Headof Precast Marketing (to present)
Reasons for the election as a candidate for newly elected Director
Mr. Sakurai has directed sales as General Manager of Kansai Branch, and has
contributed to the growth of the Company’s business.
The Company nominated him as a candidate for Director for his considerable
achievements and capabilities, as well as his outstanding personality andinsight.
July 1971
July 2005

Masahiro Maeda(October 30, 1948)

6

Reelection
OutsideIndependent
Number of the Company’s
shares held
0

Joined Tokyo Metropolitan Government
Director General of the Bureau of Sewerage of Tokyo
Metropolitan Government
August 2008
President of Tokyo Metropolitan Sewerage Service
Corporation
April 2013
Professor of University Research Center of Nihon
University
September 2013 President of Sewage-Maintenance Co-operation
June 2018
Outside Director(to present)
April 2019
Visiting Professor of Nihon University(to present)
Reasons for the election as a candidate for Outside Director and an outline ofroles expected to fulfill
Mr. Maeda has many years of experience in government administration. In
addition, he is familiar with overall sewerage lines, a business area of theCompany. Based on his achievements to date as Outside Director, the Company
determined that he is well qualified for appropriately fulfilling the duties.
Following his election, he is expected to continue to fulfill his roles byleveraging his considerable achievements and capabilities.

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No.

Name
(Date of birth)

Career summary, positions, responsibilities
and significant concurrent positions
April 1978
February 2010

Ryoichi Nakano(May 9, 1955)

7

Reelection
OutsideIndependent
Number of the Company’s
shares held
0

Joined Metropolitan Police Department
Director of Criminal Investigation Bureau of Metropolitan
Police Department
February 2012
Chief Inspection Officer of Inspection Department, Kanto
Regional Police Bureau
March 2014
Chief of Organized Crime Department of Metropolitan
Police Department
August 2016
Director of KEISHICHO-SHOKUIN CREDIT
COOPERATIVE
June 2021
Outside Director(to present)
Reasons for the election as a candidate for Outside Director and an outline ofroles expected to fulfill
Mr. Nakano possesses considerable knowledge and experience accumulated
over many years serving in the Metropolitan Police Department. Based on hisachievements to date as Outside Director, he is expected to provide useful advice
on the Company’s management, mainly from the perspective of compliance.
Therefore, the Company believes that he is appropriate as an Outside Directorof the Company.
Although he does not have previous experience with business management, forthe above reasons, the Company has determined that he is well qualified forappropriately fulfilling his duties as an Outside Director.
If elected, he will continue to be involved in making decisions regarding theselection of candidates for the Company’s officers, officers’ compensation, andother matters from an objective and neutral standpoint as a member of thevoluntary Nomination Committee and Compensation Committee.

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No.

Name
(Date of birth)

Career summary, positions, responsibilities
and significant concurrent positions
October 2002
May 2008
June 2015
June 20188

Registered with the Tokyo Bar Association
Joined Okuno & Partners (to present)
Outside Director of The Toho Bank, Ltd.
Outside Director and Audit and Supervisory Committee
Member of The Toho Bank, Ltd.
September 2018 Auditor of Muroran Institute of Technology (to present)
November 2021 Director of Public Interest Incorporated Foundation Japan
Asao Masue
Joint Securities Foundation(Name as indicated in the(to present)
Family Register: Asao Aono) June 2022
Outside Director, Audit Committee Member of TOKYO(June 13, 1970)
TEKKO CO.,LTD.
(to present)
Reelection
June 2022
Outside Director
Outside(to present)
Independent
Reasons for the election as a candidate for Outside Director and an outline ofroles expected to fulfill
Number of the Company’s Ms. Masue possesses knowledge and experience accumulated over many years
shares held
as an attorney. Based on her achievements to date as Outside Director, she is0
expected to provide useful advice on the Company’s management, mainly
from the perspectives of corporate governance and compliance. Therefore, theCompany believes that she is appropriate as an Outside Director of theCompany. Following her election, she is expected to continue to fulfill her
roles by leveraging her achievements and capabilities.
Although she does not have previous experience with business management, forthe above reasons, the Company has determined that she is well qualified forappropriately fulfilling her duties as an Outside Director.

1. There are no special interests between each candidate and the Company.
2. Messrs. Masahiro Maeda and Ryoichi Nakano and Ms. Asao Masue are candidates for Outside Directors.
3. Messrs. Masahiro Maeda and Ryoichi Nakano and Ms. Asao Masue are the current Outside Directors of theCompany. Mr. Maeda will have served as Outside Director for five years, Mr. Nakano for two years and Ms.
Masue for one year at the conclusion of this General Meeting of Shareholders.
4. An outline of a limited liability agreement with Outside Directors is as follows:
The Company has entered into a limited liability agreement with Messrs. Masahiro Maeda and Ryoichi
Nakano and Ms. Asao Masue to limit their liability for damages pursuant to Article 423, Paragraph 1 of theCompanies Act. The maximum amount of liability under that agreement is ¥10 million or the minimum
liability amount stipulated by laws and regulations, whichever is the greater. If the reelection of Messrs.
Masahiro Maeda and Ryoichi Nakano and Ms. Asao Masue is approved, the Company intends to continue
said agreement with them.
5. The Company has registered Messrs. Masahiro Maeda and Ryoichi Nakano and Ms. Asao Masue as
Independent Directors pursuant to the provisions of the Tokyo Stock Exchange. If the reelection of Messrs.
Masahiro Maeda and Ryoichi Nakano and Ms. Asao Masue is approved, the Company intends to continue
to register them as Independent Directors.
6. The Company has entered into a directors and officers liability insurance (D&O insurance) contract with all
Directors as the insured pursuant to Article 430-3, Paragraph 1 of the Companies Act. If this proposal isapproved as originally proposed and all the candidates are elected as Directors, then they will be included as
the insured under the insurance contract. The contract covers legal damages that may arise when the insured
Directors assume liability for the execution of their duties or are subject to a claim for the pursuit of said
liability. However, the insurance contract has certain exclusions, such as providing no coverage for damages
arising from actions taken by insured parties with the knowledge that they were in violation of laws andregulations. The insurance premiums, including riders, are borne in their entirety by the Company, and no- 10 -

insurance premiums are borne by the insured parties themselves. The Company plans to renew the insurance
contract with the same contents at the time of its next renewal.
7. The Company has established a directors’ shareholding association in June 2018. As of March 31, 2023,
11,100 shares were held thereby.

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Proposal 3:

Election of One (1) Audit & Supervisory Board Member

Audit & Supervisory Board Member, Mr. Hirofumi Kitayama will resign from office at the conclusion ofthis General Meeting of Shareholders. Therefore, the Company proposes the election of one (1) substitute
Audit & Supervisory Board Member.
The term of office of a substitute Audit & Supervisory Board Member shall be the remaining term of officeof the resigning Audit & Supervisory Board Member as provided under the Company’s Article of
Incorporation.
The Audit & Supervisory Board has given its approval to this proposal.
The candidate for Audit & Supervisory Board Member is as follows:
Name(Date of birth)

Career summary, positions, responsibilities
and significant concurrent positions
January 1985
January 2001
October 2003
July 2004

Yasushi Nakamura(August 9, 1958)
New candidate
OutsideIndependent
Number of the Company’s
shares held
0

Joined Tokyo Electron Ltd.
Vice President of Finance Dept. of Tokyo Electron Ltd.
Vice President of Tokyo Electron Kyushu Ltd.
Vice President & General Manager, General Manager ofManagement Division of Tokyo Electron Kyushu Ltd.
November 2005 Vice President of General Affairs Dept. of Tokyo Electron Ltd.
January 2011
Vice President & General Manager, General Manager ofManagement Division and Material and Logistics Division ofTokyo Electron Yamanashi Ltd. (current Tokyo Electron
Technology Solutions Ltd.)
April 2019
Vice President & General Manager, General Manager of New
Factory Project of Tokyo Electron Yamanashi Ltd.
June 2020
Chairman of Yamanashi Machine and Electronic Industries
Association(to present)
July 2020
Advisor of Tokyo Electron Ltd.
(to present)
Reasons for the election as a candidate for Outside Audit & Supervisory Board
MemberMr. Yasushi Nakamura has served as an executive officer in global companies, andpossesses a wealth of insight. The Company believes that he will leverage hisbusiness execution experience in auditing the Company, and therefore has
nominated him as a candidate for Outside Audit & Supervisory Board Member.

1. There are no special interests between the candidate and the Company.
2. Mr. Yasushi Nakamura is a new candidate for Outside Audit & Supervisory Board Member.
3. An outline of a limited liability agreement with the Audit & Supervisory Board Members is as follows:
The Company has entered into a limited liability agreement with its Audit & Supervisory Board Members,
as allowed under the provisions of its Articles of Incorporation for the purpose of helping them fully performtheir roles as expected.
If the election of Mr. Yasushi Nakamura is approved, the Company intends to enter into a limited liability
agreement with him to limit his liability for damages pursuant to Article 423, Paragraph 1 of the Companies
Act. The maximum amount of liability under the agreement is ¥5 million or the minimum liability amountstipulated by laws and regulations, whichever is the greater.
4. Mr. Yasushi Nakamura satisfies the requirements for an Independent Officer defined by the Tokyo Stock
Exchange. If the election of Mr. Nakamura is approved, the Company intends to register him as an
Independent Officer.
5. The Company has entered into a directors and officers liability insurance (D&O insurance) contract pursuant
to Article 430-3, Paragraph 1 of the Companies Act with an insurance company. If this proposal is approved
as originally proposed and the candidate is elected as Audit & Supervisory Board Member, then he will be
included as the insured under the insurance contract. The contract covers legal damages that may arise when

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the insured Audit & Supervisory Board Members assume liability for the execution of their duties or are
subject to a claim for the pursuit of said liability. However, the insurance contract has certain exclusions,such as providing no coverage for damages arising from actions taken by insured parties with the knowledge
that they were in violation of laws and regulations. The insurance premiums, including riders, are borne intheir entirety by the Company, and no insurance premiums are borne by the insured parties themselves. The
Company plans to renew the insurance contract with the same contents at the time of its next renewal.

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Proposal 4:

Continuation of Countermeasures against Large-scale Purchases of the Company’s Shares(Takeover Defense Measures)- 14 -