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 12, 2018
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 111TH 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 111th 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
Wednesday, June 27, 2018, Japan time.
1. Date and Time:
2. Place:

Thursday, June 28, 2018, 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
111th Fiscal Year (April 1, 2017‒March 31, 2018) 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 111th Fiscal Year
(April 1, 2017‒March 31, 2018)
Proposals to be resolved:
Policy toward Large-Scale Purchase of Share Certificates, Etc. of the Company
Proposal 1:(Takeover Defense Measures)Election of 9 Directors
Proposal 2:
Election of 1 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:

Policy toward Large-Scale Purchase of Share Certificates, Etc. of the Company (Takeover
Defense Measures)With the approval of shareholders at the Ordinary General Meeting of Shareholders held on June 26, 2015
pursuant to Article 17, Paragraph 1 of the Articles of Incorporation of the Company (Note 1), the Company
decided to continue the policy toward any purchase of Share Certificates, Etc. (Note 4) of the Company that is
intended to achieve or expected to result in a situation in which a particular Group of Shareholders (Note 2)
holds voting rights equivalent to a Voting Rights Ratio (Note 3) of 20% or more (hereinafter referred to as the“Current Policy”) (we do not make any distinction based on specific means of purchase, such as market
transactions or tender offers, but the purchases to which the Board of Directors of the Company has given
prior consent are not included; such a purchase shall be hereinafter referred to as a “Large-Scale Purchase”
and a person that conducts a Large-Scale Purchase shall be hereinafter referred to as a “Large-Scale
Purchaser”). The period of validity of the Current Policy expires at the close of this Ordinary General Meetingof Shareholders (hereinafter referred to as the “General Meeting”) and the Company has continually beenassessing the role of the Current Policy, including whether or not to extend its period of validity, from theperspective of enhancing the corporate value and ultimately protecting the common interests of theshareholders of the Company while at the same time considering subsequent changes in the circumstances.
As a result of these deliberations, at the meeting of the Board of Directors of the Company held on May 15,
2018, by the agreement of all Directors, the “Basic Policy Regarding What and How a Person Controlling
Decisions on the Company’s Financial and Business Policies Should Be” (hereinafter referred to as the “Basic
Policy”) provided for in Article 118, Item (iii) of the Ordinance for Enforcement of the Companies Act was
resolved. At the same meeting, the Board of Directors of the Company also decided to propose thecontinuation of the “Policy toward Large-Scale Purchase of Share Certificates, Etc. of the Company” afterrevising part of the Current Policy at the General Meeting (the revised policy shall be hereinafter referred to as
the “Policy”). Therefore, we hereby request the approval of the shareholders for the Policy. For yourinformation, all four Auditors of the Company have expressed their opinions to the effect that they support the
Policy on condition that the specific operation of the Policy is properly carried out.
If the Policy is approved by the shareholders at the General Meeting, the Policy shall take effectimmediately upon approval and the period of validity of the Policy shall be through the close of the Ordinary
General Meeting of Shareholders of the Company scheduled to be held in June 2021.
There has been no substantial change in the contents from the Current Policy to the proposed Policy.
Note 1: Article 17, Paragraph 1 of the Articles of Incorporation of the Company prescribes that “theintroduction of takeover defense measures shall be decided by the General Meeting of
Shareholders.” The “introduction of takeover defense measures” is defined by Paragraph 2 of thesame Article as “the establishment by the Company of rules and procedures that must be observed,
in relation to the purchase of shares and other rights issued by the Company, by the person who
intends to undertake such a purchase, as part of efforts to prevent the Company’s financial andbusiness policies from being controlled by an inappropriate party in accordance with the Basic
Policy Regarding What and How a Person Controlling Decisions on the Company’s Financial andBusiness Policies Should Be.”
Note 2: A Particular Group of Shareholders means:(i) a Holder (including a person deemed as a holder pursuant to Article 27-23, Paragraph 3 of the-2-

Financial Instruments and Exchange Act; the same shall apply hereinafter) and any Joint
Holders (provided in Article 27-23, Paragraph 5 of the Financial Instruments and Exchange Act,
including a person deemed as a Joint Holder pursuant to Paragraph 6 thereof; the same shallapply hereinafter) of Share Certificates, Etc. (provided in Article 27-23, Paragraph 1 of the
Financial Instruments and Exchange Act) of the Company; and a person who has a certain
relationship with such a Holder or its Joint Holder that is similar to the relationship between a
Holder and a Joint Holder (hereinafter referred to as a “Quasi-Joint Holder”); or(ii) a person who makes purchases, etc. (provided in Article 27-2, Paragraph 1 of the Financial
Instruments and Exchange Act, including any purchase, etc. made on a Financial Instruments
Exchange Market) of the Share Certificates, Etc. (provided in Article 27-2, Paragraph 1 of the
Financial Instruments and Exchange Act) and any Specially Related Parties (provided in Article
27-2, Paragraph 7 of the Financial Instruments and Exchange Act).
Note 3: Voting Rights Ratio means:(i) in the case of Note 2 (i) above, the sum of 1) the Share Holding Ratio (provided in Article 27-23,
Paragraph 4 of the Financial Instruments and Exchange Act; in this case, the number of Share
Certificates, Etc. Held (the number of Share Certificates, Etc. Held as provided in the same
Paragraph; the same shall apply hereinafter) of the Joint Holders in respect of the holder shall be
added) of the holder of the Share Certificates, Etc. of the Company and 2) the Share Holding
Ratio of the Quasi-Joint Holders of such a holder (provided, however, that in the calculation of
the sum of 1) and 2), the number of any redundant Share Certificates, Etc. Held shall be
deducted) or(ii) in the case of Note 2 (ii) above, the sum of the Shareholding Ratio (provided in Article 27-2,
Paragraph 8 of the Financial Instruments and Exchange Act) of the Large-Scale Purchaser andits Specially Related Parties.
In calculating the Shareholding Ratio, the annual report, the quarterly report or the treasury
stock purchase report of the Company, whichever document has been most recently submitted tothe authorities, may be referred to in deciding the Total Number of Voting Rights (provided in
Article 27-2, Paragraph 8 of the Financial Instruments and Exchange Act) or Total Number ofIssued Shares (provided in Article 27-23, Paragraph 4 of the Financial Instruments andExchange Act).
Note 4: Share Certificates, Etc. mean Share Certificates, Etc. as provided in Article 27-23, Paragraph 1 of
the Financial Instruments and Exchange Act.
I. Basic Policy Regarding What and How a Person Controlling Decisions on the Company’s Financial andBusiness Policies Should Be
As a public company, the Company permits the shares of the Company to be traded freely. Accordingly,
we believe that the intent of shareholders should ultimately be reflected in “who the person controlling
decisions on the Company’s financial and business policies should be” and that any Large-Scale Purchaseof Share Certificates, Etc. of the Company should not be denied unless it is inappropriate or insufficientfrom the perspective of protecting and improving the corporate value of the Company, and in turn, thecommon interests of the shareholders of the Company over the medium- to long-term.
However, there is a possibility that a Large-Scale Purchaser is unwilling to provide the Board of
Directors of the Company and shareholders with sufficient information and time to determine whether theLarge-Scale Purchaser is appropriate as a “person controlling decisions on the Company’s financial andbusiness policies.” There is also a possibility that the proposed Large-Scale Purchase is inappropriate or
insufficient from the perspective of protecting and improving the corporate value of the Company, and in
turn, the common interests of the shareholders of the Company over the medium- to long-term, including-3-

the one that is clearly detrimental to the corporate value of the Company, and in turn, the common interestsof the shareholders of the Company given the purpose, etc. of the Large-Scale Purchase and the one thatwill effectively force the shareholders to sell the Share Certificates, Etc. of the Company.
For these reasons, the Board of Directors of the Company believes that a Large-Scale Purchaser should
provide the Board of Directors of the Company with necessary and sufficient information regarding sharepurchases in advance and should only be allowed to commence a Large-Scale Purchase after a certain
assessment period for the Board of Directors of the Company elapses, in accordance with certain rules that
the Company established and disclosed in advance (hereinafter referred to as the “Large-Scale Purchase
Rules”). The Board of Directors of the Company also believes that for the protection of the common
interest of the shareholders of the Company, it is necessary to take measures that are considered to beappropriate in accordance with certain reasonable rules established and disclosed in advance by theCompany and, in principle, after seeking the judgment of shareholders, against any Large-Scale Purchasethat may be inappropriate or insufficient from the perspective of protecting and improving the corporate
value of the Company, and in turn, the common interests of the shareholders of the Company over the
medium- to long-term.
II. Efforts to Realize the Basic Policy
The Company has established the following management principles: “Through the quest for constantcorporate growth and acquisition of optimum profits, Kanto Denka is working with all its shareholders,
users and employees to create a successful company and a prosperous society. To achieve this goal, we areendeavoring to ensure our unique technologies and superior services meet the requirements of our users andbuild a trusted company based on the principles of sincerity, creativity, prompt response and harmony withnature.” In other words, our corporate goal is to “contribute to the realization of a prosperous society while
enhancing its corporate value” and to realize this goal, we are working to establish a good relationship withstakeholders including shareholders, local communities, users, and employees.
We believe that the source of the corporate value of the Company is its “unique proprietary technologies”
developed through steady research activities and its foundation is the “corporate culture that is caring topeople” and “faithful and sincere employees.” Since its foundation in 1938 to date, the Company has
accumulated electrolysis expertise and know-how, especially the knowledge of hydrofluoric acid
electrolysis technologies to efficiently generate a large quantity of high purity fluorine and fluorine-related
technologies that can be applied widely to battery materials, pharmaceuticals, agricultural chemicals, etc.
The Company will continue to create its “unique proprietary technologies” by improving the skills of its
human resources and leveraging the accumulated expertise and strive thereby to enhance its corporate value
and contribute to the realization of a prosperous society.
In accordance with its medium-term management plan, the Company is currently aiming to achieve
further growth through the creation of a robust corporate structure that will withstand any changes inexternal environment and also aims to become a “creative development-oriented company” that canincessantly continue to develop new products and offer them in the market by proposing universal
manufacturing capabilities and technological solutions. At the same time, based on the CSR-conscious
management principles and code of conduct, the Company aims to realize the strengthening of the
management structure and the establishment of a corporate culture and to become a company that is trusted
by the society and employees as a company for which they are proud to work. Based on the basis
recognition that a company is a member of the society, the Company strictly enforces legal compliance andcorporate ethics to build a good relationship with stakeholders. In addition, as a company that handles
chemicals, the Company will focus on the collection and communication of information relevant to safety
and the protection of environment as well as the improvement of the technological strength to implement
carefully thought-out safety and environmental measures.

-4-III. Efforts to Prevent Decisions on the Company’s Financial and Business Policies from Being Controlled by
Inappropriate Parties in the Context of the Basic Policy
1. Purpose of the Policy
The purpose of the Policy is to protect and improve the corporate value of the Company, and in turn, thecommon interests of the shareholders of the Company over the medium- to long-term in accordance with
the Basic Policy described in I. above.
We believe that, in the event of a Large-Scale Purchase, the Large-Scale Purchaser should provide theBoard of Directors of the Company with necessary and sufficient information regarding share purchases inadvance and should only be allowed to commence a Large-Scale Purchase after a certain assessment period
for the Board of Directors of the Company elapses, in accordance with the Large-Scale Purchase Rules that
the Company established and disclosed in advance. After such information is provided, the Board of
Directors of the Company will immediately start to consider its opinion on the Large-Scale Purchase andshall subsequently form and disclose such opinion on the proposed Large-Scale Purchase after carefulconsideration with advice from outside experts, etc. In addition, the Board of Directors of the Company
may negotiate with the Large-Scale Purchaser in order to improve the proposal of the Large-Scale
Purchaser or offer the shareholders alternative plans developed by the Board of Directors of the Company,
if deemed necessary. Such process shall enable the shareholders of the Company to examine the proposal of
the Large-Scale Purchaser and the alternative plans (in the case that any alternative plans are proposed by
the Board of Directors of the Company) with reference to the opinion of the Board of Directors of theCompany, and thus, the shareholders of the Company shall be given the opportunity to make the final
decision as to whether or not to accept the proposal of the Large-Scale Purchaser.
In addition, the Board of Directors of the Company established a certain policy to be applied dependingon whether or not the Large-Scale Purchaser Rules are observed, and determined to establish the Policy as
efforts in the case of a Large-Scale Purchase by an inappropriate party according to the Basic Policy.
The Policy is in compliance with the three principles set forth in “Guidelines With Respect To Takeover
Defense Measures for Securing And Enhancing Corporate Value and Common Interests of Shareholders”
made by Ministry of Economy, Trade and Industry and Ministry of Justice and dated May 27, 2005 and has
been drafted in reference to “Role of Takeover Defense Measures Based on Recent Changes ofEnvironments” made by Corporate Value Study Group and dated June 30, 2008 and “Principle 1-5
Takeover Defense Measures” of the “Japan’s Corporate Governance Code” published by the Tokyo Stock
Exchange on June 1, 2015.
For the avoidance of doubt, the Company has not recognized any indication of a specific Large-Scale
Purchase regarding Share Certificates, Etc. of the Company at this point. The status of major shareholdersof the Company as of March 31, 2018 is as shown in [Exhibit 1].
2. Details of the Large-Scale Purchase Rules(1) Outline of the Large-Scale Purchase Rules
The Large-Scale Purchase Rules that the Board of Directors of the Company hereby wishes to establish
require that 1) a Large-Scale Purchaser provide necessary and sufficient information regarding theLarge-Scale Purchase, that 2) a certain assessment period for the Board of Directors of the Company besecured, that 3) the Board of Directors of the Company present the plans, alternatives, etc., of the
management of the Company to shareholders and conduct negotiations with the Large-Scale Purchaser, 4)
the establishment of the procedure for, in principle, holding a General Meeting of Shareholders, etc. toconfirm the shareholders’ intent as to whether to take countermeasures against the Large-Scale Purchase,and that the Large-Scale Purchaser commence the Large-Scale Purchase only after the completion of theprocedures described in 1) through 2) above to secure the opportunity to confirm the shareholders’ intent.

-5-(2) Provision of Information
More specifically, first, a Large-Scale Purchaser is required to provide the Board of Directors of theCompany with necessary and sufficient information (hereinafter referred to as the “Necessary Information”)
to allow shareholders of the Company to make their decision and the Board of Directors of the Company toform its opinion. Part of the general items of the Necessary Information is as set forth below, althoughspecific details of the Necessary Information may differ according to the characteristics of the Large-Scale
Purchaser and the details of the Large-Scale Purchase:
1) An outline (including information relating to the substance of the business of the Large-Scale
Purchaser, capital structure and experience in businesses similar to the Company’s business or theGroup’s business) of the Large-Scale Purchaser and its group (including Joint Holders, Quasi-Joint
Holders, and Specially Related Parties);
2) The purpose and substance of the Large-Scale Purchase (including amounts/type of the considerationof the purchase, etc., timing of the purchase, etc., structure of related transactions, and legality of themeans of purchase, etc., feasibility of purchase, etc. and related transactions);
3) The basis for the calculation of the value of the Company’s shares and financial resources backing
the purchase (including specific names of the financial backers (including substantial backers),
financing methods, and substance of related transactions);
4) The candidates for the management team (including information regarding experience at businesses
similar to business of the Company and the Group), management policy, business plan, financial plan,
capital policy, distribution policy, policy of utilization of assets, etc. (hereinafter referred to as the“Management Policy after Purchase”) expected after the Large-Scale Purchaser participates in the
management of the Company’s business; and
5) The possibility and substance of any change of the Company’s and the Group’s relationship withstakeholders, such as business partners, customers, employees, etc., as planned after the completionof the Large-Scale Purchase.
Any Large-Scale Purchaser intending to undertake a Large-Scale Purchase is required first to submit to
the Representative Director of the Company a “letter of intent” to comply with the Large-Scale Purchase
Rules, which shall specify the name, address, law governing the incorporation, name of the representative,
contact details in Japan of the Large-Scale Purchaser and an outline of the proposed Large-Scale Purchase.
Within ten (10) business days after receipt of such letter of intent, the Company will deliver to theLarge-Scale Purchaser a list of the Necessary Information to be initially provided by the Large-Scale
Purchaser. If the information initially provided by the Large-Scale Purchaser is deemed less than as theNecessary Information as a result of the Board of Directors’ examination, the Board of Directors of theCompany will require the Large-Scale Purchaser to provide additional information until the Company hasreceived all of the Necessary Information.
We will disclose at the time the Board of Directors of the Company deems appropriate all or part of thefact that a Large-Scale Purchase was proposed and the Necessary Information provided to the Board of
Directors of the Company, if such disclosure is considered necessary for the shareholders of the Company
to make their decisions. When the Board of Directors of the Company determines that the provision of theNecessary Information has been completed, it will notify the Large-Scale Purchaser to that effect and also
discloses to that effect to the shareholders of the Company in a timely and appropriate manner.
(3) Assessment Period for the Board of Directors
Next, depending on the difficulty of the assessment, etc. of the proposed Large-Scale Purchase,
subsequent to the completion of the Necessary Information to the Board of Directors of the Company, theBoard of Directors of the Company shall be given a period of 60 days (in the case of a purchase of allshares of the Company by way of a tender offer in exchange for cash (in yen) as consideration) or 90 days-6-

(in the case of any other type of Large-Scale Purchase) to assess, examine, negotiate, form an opinion, anddevelop alternative plans (hereinafter referred to as the “Board Assessment Period”). The Board of
Directors of the Company shall thoroughly assess and examine the Necessary Information it receives, inconsultation with the Special Committee, and receiving advice from independent outside experts during theBoard Assessment Period as needed, and shall carefully form and disclose its opinion on the Large-Scale
Purchase. In addition, the Board of Directors of the Company may negotiate with the Large-Scale Purchaser
in order to improve the terms of the proposed Large-Scale Purchase or may offer alternative plans toshareholders of the Company, as necessary.
Furthermore, in cases where the Board of Directors of the Company cannot reach a resolution
determining whether to take the countermeasures within the Board Assessment Period under unavoidable
circumstances, for example, due to the failure of the Special Committee to make recommendations as towhether to take the countermeasures within the Board Assessment Period, the Board of Directors, based ona recommendation of the Special Committee, may extend the Board Assessment Period up to 30 days to theextent necessary. If the Board of Directors of the Company decides to extend the Board Assessment Period,
it shall disclose the specific period of extension decided and the reason for the necessity of such specificperiod to shareholders, in accordance with the applicable laws and regulations and financial instruments
exchange regulations.
(4) Special Committee
In the same manner as under the Current Policy, the Special Committee is established as a body to ensurethat the Policy is properly applied and to prevent arbitrary decisions by the Board of Directors of theCompany. The Special Committee shall have at least three members and in order to be able to judge fairly
and neutrally, its members shall be elected from Outside Directors of the Company and Outside Auditor of
the Company or outside knowledgeable persons such as attorneys-at-law, who are independent from theexecutive members of the management of the Company. The names and personal histories of those who arescheduled to be elected as Special Committee Members at the meeting of the Board of Directors to be held
immediately after the General Meeting are shown in [Exhibit 2]. The outline of the Special Committee isgiven in [Exhibit 3].
In making a significant determination pertaining to the Policy, including whether the Large-Scale
Purchaser has observed Large-Scale Purchase Rules (see III 3. (1) below), whether to extend the Board
Assessment Period (see III 2. (3) above), and whether the Large-Scale Purchase is inappropriate or
insufficient from the perspective of protecting and improving the corporate value of the Company, and in
turn, the common interests of the shareholders of the Company over the medium- to long-term (see III 3.
(1) Note 5 below), the Board of Directors of the Company shall always consult with the Special Committee
and respect the recommendations of the Special Committee to the utmost extent.
(5) Procedure for Confirming the Shareholders’ Intent
Subsequent to the expiration of the Board Assessment Period, the Company shall, in accordance with theprovisions of III 3. (1) (2) below, confirm the intent of the shareholders of the Company as to whether totake countermeasures against the Large-Scale Purchase before deciding whether to take suchcountermeasures.
However, in the cases described below, the Board of Directors of the Company may determine whether
to take countermeasures without confirming the shareholders’ intent. In such cases, the Board of Directorsof the Company shall also consult with the Special Committee and determine whether to takecountermeasures by respecting the recommendations of the Special Committee to the utmost extent:
1) Where it is considered that the Large-Scale Purchase will seriously damage the common interests ofthe shareholders of the Company, including the case where the Large-Scale Purchaser does not-7-sincerely pursue rational management and its gaining control of the Company will likely cause
irreparable damage to the Company or will in fact likely coerce shareholders to sell their shares(specific examples of such cases are described in III3. (1) Note 5 (i) and (ii) below); and
2) Where the Large-Scale Purchaser does not observe the Large-Scale Purchase Rules.
The intent of the shareholders of the Company shall be confirmed by voting at a General Meeting of
Shareholders under the Companies Act or a similar proceeding (hereinafter referred to as “General Meeting,etc.”) in accordance with the procedure prescribed below. If the Board of Directors of the Company holds a
General Meeting, etc., it shall take or shall not take countermeasures against the Large-Scale Purchase inaccordance with the result of the voting at the General Meeting, etc. In determining the shareholders who
can exercise voting rights at a General Meeting, etc., the Board of Directors of the Company establishes arecord date (hereinafter referred to as the “Record Date”) and give public notice of the Record Date in a
way that is stipulated in the Articles of Incorporation of the Company at least two (2) weeks before theRecord Date. (However, in the case where the General Meeting, etc. is an Ordinary General Meeting of
Shareholders, the Record Date shall be the record date of the Ordinary General Meeting of Shareholders
prescribed in the Articles of Incorporation of the Company and the public notice of it will not be given.):1) The shareholders who can exercise voting rights at a General Meeting, etc. shall be the shareholders
recorded in the shareholder register as at the end of the Record Date.
2) If a General Meeting, etc. is held, the notice of convocation shall be sent to the shareholders who can
exercise voting rights at least two (2) weeks before the date of the General Meeting, etc.
3) A resolution at a General Meeting, etc. shall be passed by a majority vote of the attending
shareholders who can exercise voting rights.
In the case where there has been, for example, a significant change in the information, etc. forshareholders to vote at a General Meeting, etc., the Board of Directors of the Company may change theRecord Date or postpone or cancel the General Meeting, etc. by respecting the recommendations of theSpecial Committee to the utmost extent even after it has established the Record Date of the General
Meeting, etc.
3. Policy toward Large-Scale Purchases(1) In the Event a Large-Scale Purchaser Observes the Large-Scale Purchase Rules
If a Large-Scale Purchaser observes the Large-Scale Purchase Rules, the Board of Directors of theCompany, even if it disagrees with the proposed Large-Scale Purchase, will not, in principle, takecountermeasures against the Large-Scale Purchase, while it may present its views to the shareholders of theCompany by expressing an objection to the proposal of the Large-Scale Purchase or by offering alternativeplans. The Board of Directors of the Company believes that the shareholders of the Company should maketheir own decision as to whether or not they accept the proposal of the Large-Scale Purchaser upon
consideration of such proposal and the opinion on such proposal and alternative plans provided by theCompany.
However, if the Board of Directors of the Company determines that the Large-Scale Purchase isinappropriate or insufficient from the perspective of protecting and improving the corporate value of theCompany, and in turn, the common interests of the shareholders of the Company over the medium- tolong-term (Note 5) (the Board of Directors shall make such a determination by consulting with the Special
Committee and by respecting the recommendations of the Special Committee to the utmost extent (see III 2.
(4) above)), it may take measures that it considers appropriate for the protection of the interest of theshareholders of the Company based on the Directors’ duty of due care of prudent manager. If the Board of
Directors of the Company carries out a gratuitous allotment of stock acquisition rights as a specificcountermeasure, the outline of such allotment shall be as described in [Exhibit 4].

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As stated in III 2. (5) above, in determining whether to take countermeasures in an exceptional casementioned above, the Board of Directors of the Company shall, in principle, hold a General Meeting, etc. toseek the judgment of the shareholders in order to secure the objectivity and reasonableness of its
determination. When the Board of Directors of the Company has determined that the Large-Scale Purchasein question is inappropriate or insufficient from the perspective of the protection/improvement of thecorporate value of the Company, and in turn, the common interests of shareholders over the medium- tolong-term, the Board of Directors may hold a General Meeting, etc. to seek the judgment of theshareholders as to whether the Large-Scale Purchase is inappropriate or insufficient from the perspective of
the protection/improvement of the corporate value of the Company, and in turn, the common interests ofshareholders over the medium- to long-term and countermeasures should be taken against it.
However, in the case where it is considered that the Large-Scale Purchase will seriously damage thecommon interests of the shareholders of the Company, including the case where the Large-Scale Purchaser
does not sincerely pursue rational management and its gaining control of the Company will likely cause
irreparable damage to the Company or will in fact likely coerce shareholders to sell their shares (specificexamples of such cases are described in Note 5 (i) and (ii) below), the Board of Directors of the Company
may determine whether to take countermeasures against it without confirming the shareholders’ intent. In
making such a determination, the Board of Directors of the Company shall assess the specific details of theLarge-Scale Purchaser and the Large-Scale Purchase and the influence of the Large-Scale Purchase on thecommon interests of the shareholders of the Company by taking into account the Necessary Information,
including the Management Policy after Purchase, provided by the Large-Scale Purchaser, and obtaining theadvice of outside experts, etc., as necessary, and consult with the Special Committee and give utmost
respect to its recommendations.
Note 5; A Large-Scale Purchase is inappropriate or insufficient from the perspective of theprotection/improvement of the corporate value of the Company, and in turn, the common interestsof shareholders over the medium- to long-term if, for example, the Large-Scale Purchaser falls
under any of the following cases:(i) Where the Large-Scale Purchaser proposes a purchase that is clearly detrimental to the corporate
value/common interest of shareholders as in the cases listed in 1) through 4) below:
1) Where the Large-Scale Purchaser, while not having any intention to participate in corporate
management in good faith, is purchasing shares of the Company solely for the purpose of
selling the shares to related parties of the Company at a high price after driving the stock
price higher;
2) Where the Large-Scale Purchaser is purchasing shares of the Company for the purpose of
so-called “scorched management” by, for example, temporarily controlling the managementof the Company and having the intellectual property, know-how, confidential businessinformation, major business partners and customers, etc., which are necessary for the
management of Company, transferred to the Large-Scale Purchaser or its group companies;
3) Where the Large-Scale Purchaser is purchasing shares of the Company with the intention to
use the assets of the Company as a security for or to fund the repayment of the obligations of
the Large-Scale Purchase or its group companies after gaining control of the management of
the Company; and
4) Where the Large-Scale Purchaser is purchasing shares of the Company for the purpose of
temporarily controlling the management of the Company and having the Company sell orotherwise dispose of expensive assets such as real estate and securities to pay high dividends
temporarily out of the gain on such disposal, thereby taking the opportunity of a rapid
increase in stock price due to temporarily high dividends and selling the shares of the-9-Company at a high price.
(ii) Where the Large-Scale Purchaser proposes a purchase of shares through, for example, a tender
offer in which the purchase of all the shares is not induced in the first stage of purchase and thepurchasing conditions in the second stage of purchase are set unfavorably, or not stated clearly(so-called coercive two-tier purchase);(iii) Where the Large-Scale Purchaser’s gaining control of the Company will impair the interest of
stakeholders such as employees, customers, and business partners and the corporate value andthe common interest of shareholders of the Company will be impaired as a result; and(iv) Where the terms and conditions of the purchase, etc. (including the amount and type of
consideration, timing of the purchase, etc., legal compliance of the purchase method, and thepolicy on the treatment after the purchase, etc. of the Company’s stakeholders such as its
employees, customers, and business partners and other management policies) are inappropriate
or insufficient in view of the protection/improvement of the corporate value of the Company,
and in turn, the common interests of shareholders over the medium- to long-term and/or the
intrinsic value of the Company.
(2) In the Event a Large-Scale Purchaser Does Not Observe the Large-Scale Purchase Rules
If a Large-Scale Purchaser does not observe the Large-Scale Purchase Rules, regardless of the specificmethod of purchase, the Board of Directors of the Company may take countermeasures against theLarge-Scale Purchase to prevent the interest of the Company and the common interests of the shareholdersof the Company from being impaired. Countermeasures include the issuance of stock acquisition rights or
any other measures that the Board of Directors of the Company is permitted to take under the Companies
Act or other acts and the Articles of Incorporation of the Company. In this case, as stated in III 2. (5) above,
the Board of Directors of the Company may determine whether to take countermeasures without confirming
the shareholders’ intent. The Board of Directors of the Company will select the specific countermeasuresthat it deems most appropriate at that time and adopt such countermeasures. In relation to this judgment, theBoard of Directors of the Company shall determine whether or not a Large-Scale Purchaser observes theLarge-Scale Purchase Rules and whether it is appropriate to take countermeasures by taking into accountthe opinions of outside experts, etc. and by giving the utmost respect to the recommendations of the Special
Committee. In the event the Board of Directors of the Company elects to issue stock acquisition rights by
way of gratuitous allotment as a specific countermeasure, the outline of such stock acquisition rights shallbe as described in [Exhibit 4] attached hereto; however, if the Board of Directors of the Company actuallyelects to issue stock acquisition rights as a countermeasure, it may determine the exercise period and theconditions for exercise of the stock acquisition rights considering the effectiveness thereof as acountermeasure, including, for instance, the condition that a person belonging to a particular Group of
Shareholders with a certain percentage or more Voting Rights Ratio may not exercise stock acquisitionrights.
4. Influence, etc. on Shareholders and Investors(1) Influence, etc. of the Large-Scale Purchase Rules on Shareholders and Investors
The purpose of the Large-Scale Purchase Rules is to provide the shareholders of the Company with theinformation necessary for them to determine whether or not to accept a Large-Scale Purchase in addition tothe opinion of the Board of Directors of the Company that is actually in charge of the Company’s
management, and to ensure that the shareholders of the Company have opportunities to receive any
alternative plans. The Board of Directors of the Company believes that under the Large-Scale Purchase
Rules, the shareholders of the Company, with sufficient information, will be able to make appropriate- 10 -

decisions as to whether or not to accept the Large-Scale Purchase, whereby the common interests of theshareholders of the Company shall be protected. Accordingly, the Board of Directors of the Company
believes that the establishment of the Large-Scale Purchase Rules is a prerequisite for appropriate
investment decisions of the shareholders of the Company and investors and contributes to the interest of theshareholders of the Company and investors.
The Board of Directors of the Company hereby advises the shareholders of the Company and investors to
observe carefully any actions by a Large-Scale Purchaser as well as any related timely disclosures from theCompany, because the policy of the Company will differ depending on whether or not a Large-Scale
Purchaser complies with the Large-Scale Purchase Rules, as described in 3. above.
(2) Influence, etc. of Countermeasures on Shareholders and Investors
In cases where the Large-Scale Purchaser has not observed the Large-Scale Purchase Rules or where a
Large-Scale Purchase is inappropriate or insufficient from the perspective of the protection/improvement of
the corporate value of the Company, and in turn, the common interests of shareholders over the medium- tolong-term, the Board of Directors of the Company may take countermeasures described in 3. above.
However, given the structure of the countermeasures, the Board of Directors of the Company does notexpect that taking such countermeasures will cause any legal or economic damage or loss to theshareholders of the Company other than the Large-Scale Purchaser. When the Board of Directors of theCompany elects to take any specific countermeasure, the Board of Directors of the Company will make anappropriate disclosure in a timely manner in accordance with the relevant laws and regulations and financial
instruments exchange regulations. It should be noted that, in the event the Board of Directors of theCompany ceases to issue stock acquisition rights or acquire issued stock acquisition rights gratuitously, theshare value will not be diluted, so that shareholders and investors, who purchased or sold shares after thedate of the expiration of the gratuitous allotment of stock acquisition rights on the assumption that the stock
value of the Company would be diluted may suffer unexpected losses because of movements in share price.
(3) Procedure that Shareholders Need to Follow After Countermeasures are Taken
A. Procedure for exercising stock acquisition rights
If the Board of Directors of the Company passes a resolution for the gratuitous allotment of stockacquisition rights as countermeasures, the Company shall give public notice of the date of such allotment
and allot stock acquisition rights gratuitously to the shareholders who are recorded in the Company’s
shareholder register as at the end of the specified date of such allotment. After that, the Company shall, in
principle, send to these shareholders the stock acquisition rights exercise request form (which shall be in aformat prescribed by the Company that is to provide the details and the number of the stock acquisitionrights to be exercised, other necessary matters including the information necessary for the transfer to theaccount of the shareholders to which shares of the Company will be allotted, and the statement to confirm,among others, that the requesting shareholder does not belong to a particular Group of Shareholders) andother documents necessary for the exercise of stock acquisition rights. After the gratuitous allotment ofstock acquisition rights, by submitting these necessary documents by the end of the exercise period andpaying a certain amount, which shall be determined as an amount, in principle, not less than one yen perstock acquisition right by the resolution of the Board of Directors of the Company approving the gratuitous
allotment of stock acquisition rights, to the specified payment handling place, the shareholders shall beentitled to the newly issued shares of the Company. The specific number of the shares to be issued for eachstock acquisition right shall be determined separately by the Board of Directors of the Company.
B. Procedure for the Acquisition of Stock Acquisition Rights by the Company
In the case where the Board of Directors of the Company approves the acquisition of the stock- 11 -

acquisition rights by the Company, the Company shall, in accordance with the procedure prescribed by laws,
acquire the stock acquisition rights upon the arrival of the day separately determined by the Board of
Directors of the Company. In cases where the Company delivers the shares of the Company to shareholders
in exchange for the acquisition of stock acquisition rights, it shall do so promptly. In this case, the Company
may require such shareholders to separately submit a document providing the information necessary for thetransfer to the account of the shareholders to which shares of the Company will be allotted and thestatement to confirm, among others, that the submitting shareholder does not belong to a particular Groupof Shareholders, using the form prescribed by the Company.
After a resolution of the Board of Directors of the Company concerning countermeasures are passed, theCompany shall disclose or notify to shareholders, and the shareholders are requested to note, the details of
the methods of allotment and exercise of stock acquisition rights as well as the method of acquisition by theCompany,
5. Revision, etc. in the Large-Scale Purchase Rules
Any revision or abolition of the Large-Scale Purchase Rules shall be subject to the decision of theGeneral Meeting of Shareholders of the Company. However, in cases where the Board of Directors of theCompany has determined that there is an objective need for revising the Large-Scale Purchase Rules due toa revision of laws and regulations or rules prescribed by financial instruments exchanges and the like or achange in the interpretation thereof or under other circumstances, the Large-Scale Purchase Rule may berevised based on the decision by the Board of Directors.
6. Start of the Application and the Period of Validity of the Large-Scale Purchase Rules
The Policy shall take effect immediately upon the resolution of the General Meeting and its period ofvalidity shall expire at the close of the Ordinary General Meeting of Shareholders pertaining to the last
fiscal year among the fiscal years ending within three years from the date of the resolution of the General
Meeting. However, in cases where the General Meeting of Shareholders of the Company has resolved toabolish the Policy, the Policy may be abolished even before the expiration of the period of validity
mentioned above. If it is resolved at the Ordinary General Meeting of Shareholders pertaining to the last
fiscal year among the fiscal years ending within three years from the date of the resolution of the General
Meeting that the Policy be continued, its period of validity shall be extended until the close of the Ordinary
General Meeting of Shareholders pertaining to the last fiscal year among the fiscal years ending within
three years from the date of said general meeting of shareholders.
IV. The Policy Will Comply with the Basic Policy, So As Not to Damage the Common Interests ofShareholders of the Company and Not to Pursue the Maintenance of the Status of Directors of theCompany and Reasons Therefor
1. The Policy Will Comply with the Basic Policy
The Policy sets forth matters such as the substance of the Large-Scale Purchase Rules, the policy towarda Large-Scale Purchase, the establishment of the Special Committee, the procedure for confirming theintention of shareholders, and the influence on shareholders and investors.
In the Policy, it is stipulated that a Large-Scale Purchaser is required to provide the Board of Directors of
the Company with all necessary and sufficient information concerning the Large-Scale Purchase in advanceand that it is required to commence the Large-Scale Purchase only after a certain assessment period for the
Board of Directors of the Company has elapsed and the intention of shareholders as to whether the Board of
Directors should take countermeasures has been confirmed directly, in principle, at a General Meeting, etc.,
and that the Board of Directors of the Company may take countermeasures against any Large-Scale- 12 -

Purchaser who does not observe these rules.
In addition, it is stipulated that, even if the Large-Scale Purchaser observes the Large-Scale Purchase
Rules, in the event that the Board of Directors of the Company judges that the Large-Scale Purchase by theLarge-Scale Purchaser are inappropriate or insufficient from the perspective of protecting and improving
the corporate value of the Company , and in turn, the common interests of the shareholders of the Company
over the medium- to long-term, the Board of Directors of the Company may take countermeasures against
the Large-Scale Purchaser that are considered appropriate in order to protect the common interests of theshareholders of the Company.
Furthermore, the Policy stipulates that whether to take countermeasures against the Large-Scale Purchaseshall be determined, in principle, based on the judgment of the shareholders at a General Meeting, etc. andthat countermeasures shall not be taken unless a resolution approving them is passed.
As set forth above, the Policy is consistent with the Basic Policy.
2. The Policy Will Not Damage the Common Interests of Shareholders of the Company
As described in I, the Basic Policy is based on the assumption that the common interests of shareholdersof the Company should be respected. The Policy is consistent with the Basic Policy and intended to ensurethat shareholders of the Company are provided with the information necessary to decide whether or not to
accept a Large-Scale Purchase, the opinion of the Board of Directors of the Company, and the opportunity
to receive alternative plans and ultimately to provide the shareholders as at the time the Company hasreceived the proposal for a Large-Scale Purchase with the opportunity to decide whether countermeasures
should be taken. Because the shareholders of the Company and investors can make proper investment
judgments through the Policy, it does not damage the common interests of the shareholders of the Company,
but rather contributes to their interests.
3. The Policy Will Not Pursue the Maintenance of the Status of Directors
The Policy has a broad principle that leaves the final decision whether or not a Large-Scale Purchaseshall be accepted to the judgment of the shareholders of the Company, requires compliance with theLarge-Scale Purchase Rules and allows countermeasures to the extent necessary to protect the common
interests of the shareholders of the Company. The Policy discloses reasonable and objective requirements
for the Board of Directors of the Company to take countermeasures in advance and in detail, and any
countermeasures by the Board of Directors of the Company will be taken in accordance with the provisionsof the Policy.
In addition, the Policy prescribes that when the Board of Directors of the Company intends to takecountermeasures against a Large-Scale Purchase, it shall, in principle, hold a General Meeting, etc. to seek
the judgment of the shareholders and in an exceptional situation in which the Board of Directors makes adecision to take such countermeasures or any other important judgment concerning the Policy without
holding a General Meeting, etc., the Board of Directors shall request advice from outside experts, etc., asnecessary, and consults with the Special Committee consisting of members who are independent of the
management team operating businesses of the Company and gives utmost respect to the recommendation of
the Special Committee. As mentioned above, the Policy includes procedures through which the appropriate
operations by the Board of Directors of the Company are ensured.
As described above, we believe that it is clear that the Policy is not designed arbitrarily to pursue themaintenance of the status of Directors.

- 13 -

[Exhibit 1]
Major shareholders of the Company (as of March 31, 2018)

Shareholder name

Asahi Mutual Life Insurance Company
Zeon Corporation
Japan Trustee Services Bank, Ltd. (Trust Account)
The Master Trust Bank of Japan, Ltd. (Trust
Account)
Goldman Sacks International
The Gunma Bank, Ltd.
The Chugoku Bank, Ltd.
Bank of New York GCM Client Account JPRD ISG(FE-AC)
Mizuho Bank, Ltd.
Adeka Corporation

Shareholding status
Number of shares
Shareholding ratio
In thousands of%shares
3,570
6.21
3,550
6.17
3,368
5.86
2,717

4.72

2,597
1,600
1,400

4.52
2.78
2.43

1,298

2.26

1,202
1,148

2.09
2.00

(Note) The total number of issued shares is 57,546,050. The shareholding ratios are calculated after deducting
treasury stock (22,531 shares).

- 14 -

[Exhibit 2]
Names and experience of Special Committee Members
Hideki Matsui
Experience April 1987
April 1987
October 2006
September 2011
June 2015

Admitted as Attorney-at-Law
Joined Marunouchi Sogo Law OfficeOutside Auditor, Kanebo Cosmetics Inc.
Co-Representative Attorney-at-law, Marunouchi Sogo
Law Office (to present)
Outside Director of the Company (to present)

Masaharu Sugiyama
Experience November 1979
August 1983
May 2002
August 2010
August 2013
June 2016

Joined Daiichi Audit Corporation (current Ernst & Young
ShinNihon LLC)
Registered as Certified Public Accountant (CPA)
Representative Partner (current Senior Partner), Ernst &Young ShinNihon LLC
Audit Commissioner, Ernst & Young ShinNihon LLC
Chairman of Audit Committee, Ernst & Young ShinNihon
LLC
Outside Director of the Company (to present)

Naozumi Furukawa
Experience April 1967
June 1997
June 2003
June 2006
June 2013
March 2014
June 2015

Joined Zeon Corporation
Director, Zeon Corporation
President, Zeon Corporation
Outside Auditor, The Yokohama Rubber Co., Ltd.
Chairman, Zeon Corporation (to present)
Outside Director, The Yokohama Rubber Co., Ltd. (topresent)
Outside Auditor of the Company (to present)

Hiroki Kimura
Experience April 1984
April 2012
July 2013
June 2014
June 2016
April 2017

Joined Asahi Mutual Life Insurance Company
Executive Officer, Asahi Mutual Life Insurance Company
Director and Executive Officer, Asahi Mutual Life
Insurance Company
Outside Auditor of the Company (to present)
Outside Auditor, The Nippon Piston Ring Co., Ltd. (topresent)
President and Representative Director, Asahi Mutual Life
Insurance Company (to present)- 15 -

[Exhibit 3]
Outline of the Special Committee
1. Establishment
The Special Committee shall be established by the resolution of the Board of Directors of the Company.
2. Members
The Special Committee shall consist of three or more persons who are commissioned by the Board of
Directors of the Company from among Outside Director of the Company, Outside Auditor of the Company,
and outside knowledgeable persons such as attorneys-at-law, who are independent from the executive
members of the management of the Company.
3. Term of Office
The term of office of Special Committee Members shall expire at the earlier of the close of the Ordinary
General Meeting of Shareholders pertaining to the last fiscal year among those ending within three years
from their appointment or the abolishment of the Policy toward Large-Scale Purchase of Share Certificates,
Etc. of the Company. When a Special Committee Member has been, but is no longer, an Outside Director
or Outside Auditor, the term of office of that person as a Special Committee Member expires at the sametime, unless otherwise prescribed by a resolution of the Board of Directors of the Company.
4. Requirements for passing a resolution
A resolution of the Special Committee shall be passed by a majority of the votes of the Special
Committee Members present at the meeting, provided that a majority of Special Committee Members arepresent. Committee Members can attend a meeting of the Special Committee by means of, for example, aconference call.
5. Matters to be resolved, etc.
When advice is requested by the Board of Directors of the Company, the Special Committee shall makedeterminations on the matters listed below in principle and recommend its conclusions to the Board of
Directors of the Company by stating the grounds therefor. Each Special Committee Member shall makesuch determinations from the viewpoint of whether or not the subject matter contributes to the corporate
value of the Company, and in turn, the common interests of shareholders, and shall not make suchdeterminations in pursuit solely of personal interests of him/herself or any of the Directors of the Company:
1) Whether the large-scale purchase in question is seriously damaging to the common interests of theshareholders of the Company;
2) Whether the large-scale purchase in question is inappropriate or insufficient from the perspective of theprotection/improvement of the corporate value of the Company, and in turn, the common interests ofshareholders over the medium- to long-term;3) Whether the Large-Scale Purchase Rules have been observed;- 16 -

4) Whether it is necessary to submit the decision on whether to take countermeasures to the General
Meeting of Shareholders, etc. for its decision;5) Whether countermeasures should be taken, should not be taken, should be changed, or should be
discontinued; and6) Other matters for which the advice of the Special Committee is sought by the Board of Directors of theCompany among those on which the Board of Directors of the Company should make decisions inaccordance with the Large-Scale Purchase Rules.

- 17 -

[Exhibit 4]
Outline of Stock Acquisition Rights
1. Shareholders Who are Entitled to Receive Stock Acquisition Rights and Conditions of Issuance Thereof
One (1) stock acquisition right shall be allotted, for no new payment in return, to a shareholder for eachshare of common stock of the Company held by such shareholder (excluding the Company’s common
stocks held by the Company), whose name is recorded in the register of shareholders as of the end of therecord date to be specified by the Board of Directors of the Company.
2. Class and Number of Shares to be Acquired upon Exercise of the Stock Acquisition Right
The class of shares to be acquired upon exercise of the stock acquisition right shall be common stock of
the Company, and the total number of such shares shall be up to the total number of authorized shares lessthe total number of issued shares (excluding the Company’s common stocks held by the Company) as of therecord date to be specified by the Board of Directors of the Company. The number of shares to be acquired
upon exercise of one (1) stock acquisition right shall be separately determined by the Board of Directors of
the Company; provided, however, that such number shall be adjusted to the extent necessary if theCompany performs a stock split or a stock consolidation.
3. Total Number of Stock Acquisition Rights to be Issued
The total number of stock acquisition rights to be allotted shall be separately determined by the Board of
Directors of the Company. The Board of Directors of the Company may allot stock acquisition rights ininstallments.
4. Issuance Price of Stock Acquisition Rights (Amount to be Paid)
The issuance price of the stock acquisition right is nil.
5. Value of Property to be Contributed (Amount to be Paid) upon Exercise of Stock Acquisition Rights
The value of property to be contributed (amount to be paid) upon exercise of a stock acquisition rightshall be an amount to be determined by the Board of Directors of the Company which shall be at least one(1) Japanese yen.
6. Restriction on Transfer of Stock Acquisition Rights
Stock acquisition rights may not be acquired by way of transfer without the approval of the Board of
Directors of the Company.
7. Conditions of Exercise of Stock Acquisition Rights
Certain conditions of exercise shall be provided, including a condition that a person belonging to aparticular Group of Shareholders that holds at least 20% of the Voting Rights Ratio (excluding persons
approved by the Board of Directors of the Company in advance) may not exercise stock acquisition rights.
Further details will be decided separately by the Board of Directors of the Company.

- 18 -

8. Exercise Period, etc. of Stock Acquisition Rights
The effective date of the allotment of stock acquisition rights, exercise period, acquisition clause, andother necessary subject matter of the stock acquisition rights shall be separately determined by the Board of
Directors of the Company. As a matter of acquisition clause, the Company may provide a clause that theCompany may acquire stock acquisition rights from persons other than those who are not permitted toexercise their stock acquisition rights due to the conditions of exercise in 7. above in exchange for thedelivery of a certain number (to be separately determined by the Board of Directors of the Company) of
shares of the Company for each stock acquisition right.

- 19 -

Proposal 2:
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 2
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

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 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(In charge of Internal Auditing Dept.)[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

- 20 -

50,90027,000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 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
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 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 1983
Joined the Company
June 2005
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.
June 2017
Director and Managing 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

- 21 -

15,00028,500No.

Name(Date of birth)

Past experience, positions, area of responsibility
and significant concurrent positions
April 1985
April 2002
June 2006

5

Kazuo Morisaki(October 4, 1960)
Reappointment

Joined the Company
General Manager, Mizushima Development Research Lab.
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 Development
Div.
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.
June 2017
Director and Executive Officer; General Manager, New
Products Development Div.; General Manager, Market
Development Dept. (to present)[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 as well as experience as a Director of the Company, and broad insights
in the overall management of the Company.
April 1981
Joined the Company

Number ofshares of theCompany held

18,100April 2002
June 2005

6

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.

- 22 -

5,300

No.

Name
(Date of birth)

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

7

Takeaki Yajima(April 20, 1963)
New appointment

8

Hideki Matsui(July 9, 1962)
Reappointment
OutsideJoined The Dai-Ichi Kangyo Bank, Ltd. (currently Mizuho
Bank, 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 (to present)[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, considerable knowledge
in finance and accounting and broad insights in the overall management of theCompany.
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 his
experience and broad insights for the management of the Company.

Number ofshares of theCompany held

0

November 19799

Masaharu Sugiyama(June 20, 1954)
Reappointment
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.

0- 23 -

0(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 ¥3
million for the fiscal year ended March 31, 2018, 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 ¥36 million for the fiscal year ended March 31, 2018, 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 the
conclusion of this General Meeting of Shareholders will be three years and two years, respectively.

- 24 -

Proposal 3:
Election of 1 Auditor
As Auditor Fumihiro Takahashi 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 resulting
vacancy.
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 Asahi Mutual Life Insurance Co.
Joined the Company
General Manager, Personnel & General Affairs Dept.
Executive Officer; General Manager, Personnel & General
Affairs Dept.
Senior Executive Officer; General Manager, Legal & General
June 2017
Affairs Dept. (to present)[Reasons for nomination of the candidate for Auditor]
The Company has nominated Kunihiko Uramoto as a candidate for Auditor
because Mr. Uramoto has long experience at the personnel and legal & generalaffairs divisions (including investor relations) of the Company, considerable
knowledge in finance, accounting, and legal affairs, and broad insights in theoverall management of the Company.

8,000

Name
(Date of birth)
April 1982
December 2002
April 2008
June 2011
Kunihiko Uramoto(August 24, 1959)
New appointment- 25 -