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 6461)
June 8, 2018
To Shareholders with Voting Rights:
Akira Yamamoto
President
NIPPON PISTON RING CO., LTD.
Head Office: 5-12-10,
Honmachi-Higashi, Chuo-ku,
Saitama City, Saitama
NOTICE OF CONVOCATION OF
THE 124th ANNUAL 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 124th Annual General Meeting of Shareholders of NIPPON PISTON
RING CO., LTD. (the “Company”). The meeting will be held for the purposes as described below.
If you are unable to attend the meeting, you can exercise your voting rights in writing. Please review
the attached Reference Documents for the General Meeting of Shareholders, indicate your vote for oragainst the proposal on the enclosed Voting Rights Exercise Form and return it so that it is received by
5:30 p.m. on Tuesday, June 26, 2018, Japan time.

1. Date and Time:

Wednesday, June 27, 2018 at 10:00 a.m. Japan time

2. Place:

2F Hall, NPR Yono Building (the Company’s Head Office Building) located at
5-12-10, Honmachi-Higashi, Chuo-ku, Saitama City, Saitama, Japan

3. Meeting Agenda:
Matters to be reported: 1. The Business Report, Consolidated Financial Statements for the Company’s
122nd Fiscal Year (April 1, 2017 - March 31, 2018) and results of audits by
the Accounting Auditor and the Audit & Supervisory Board of theConsolidated Financial Statements
2. Non-consolidated Financial Statements for the Company’s 122nd Fiscal
Year (April 1, 2017 - March 31, 2018)
Proposals to be resolved:
Appropriation of Surplus
Proposal 1:
Election of 4 Directors
Proposal 2:
Election of 1 Audit & Supervisory Board Member
Proposal 3:

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When attending the meeting, please submit the enclosed Voting Rights Exercise Form at the reception
desk. In order to save resources, please bring this Notice with you to the meeting.
Notes to Consolidated Financial Statements and Notes to Non-consolidated Financial Statements areposted on the Company’s website (http://www.npr.co.jp/) in accordance with provisions of laws andregulations as well as Article 15 of the Company’s Articles of Incorporation and therefore are notprovided in the Notice. However, the Notes to Consolidated Financial Statements and Notes toNon-consolidated Financial Statements, as well as the Appendix to the Reported Matters, are subject
to audit by the Accounting Auditor and the Audit & Supervisory Board.
Should the Reference Documents for the General Meeting of Shareholders, the Business Report, theNon-consolidated Financial Statements and Consolidated Financial Statements require revisions, therevised versions will be posted on the Company’s website (http://www.npr.co.jp/).

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Reference Documents for the General Meeting of Shareholders

Proposal 1:
Appropriation of Surplus
It is proposed that the surplus be appropriated as indicated below.
1.

Matters Concerning Year-End Dividend
It is proposed that the year-end dividend for the 122nd fiscal year be as follows, taking into
consideration matters such as business results for the fiscal year under review and future businessdevelopment.
(1) Type of dividend
Cash(2) Matters concerning allotment of property to be distributed and total amount
70 yen per share of the Company’s common stock
In this case, the total amount of dividend shall be 575,714,370 yen.
(3) Effective date of dividend of surplus
June 28, 20182.

Matters Concerning Other Appropriation of Surplus
Not applicable.

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Proposal 2:

Election of 4 Directors

The terms of office of Messrs. Akira Yamamoto, Shigeru Oishi, Yuji Sakamoto, and Zhongliang Yang
will expire at the conclusion of this General Meeting of Shareholders. Accordingly, the election of 4
Directors is proposed.
The candidates are as follows.
No.

Name(Date of birth)

Past experience, positions, responsibilities,and significant concurrent positions
April 1981
October 2002
April 2004

1

2

Joined the Company
General Manager, Distribution Center
Executive Officer and General Manager, Production Control
Akira Yamamoto
Department, Manufacturing Division(February 9, 1958) June 2006
Director and General Manager, Corporate Planning Department
Director and General Manager, Corporate Planning
June 2009[Reappointment]
Department, in charge of Corporate Planning Department andOverseas Operation Control Department
June 2013
Representative Director and President, in charge of Internal
Auditors Office (to present)
Joined The Long-Term Credit Bank of Japan, Limited (presentApril 1979
Shinsei Bank, Limited)
Statutory Executive Officer and General Manager of Osaka
June 2008
Branch, Shinsei Bank, Limited
April 2011
Representative Director and President, Shinsei Securities Co.,
Ltd.
Advisor, the Company
April 2012
June 2012
Representative Director, in charge of Corporate Management
Department, General Affairs Department and Information
Shigeru Oishi
System Department(July 19, 1956)
Representative Director and Managing Director, in charge ofJune 2013
Corporate Management Department, General Affairs[Reappointment]
Department and Information System Department
Representative Director and Executive Vice President, in charge
June 2015of Corporate Management Department, General Affairs
Department and Information System Department (to present)[Significant concurrent positions]
・President, NPR IWATE CO., Ltd.
・Director, NPR of America, Inc.
・Chairman, Siam NPR Co., Ltd.
・Director, NPR Auto Parts Manufacturing (Yizheng) Co., Ltd.

Number ofshares of theCompany held-4-

8,800

4,400

No.

Name(Date of birth)

Past experience, positions, responsibilities,and significant concurrent positions
July 1977
April 2001
April 200434

Joined the Company
General Manager, Tokyo East Sales Department
Executive Officer and General Manager, Tokyo SalesDepartment, Sales Division
June 2006
Director, Deputy General Manager, Sales Division, and General
Manager, Business Planning Department, Sales Division
June 2013
Managing Director (to present), in charge of Business Planning
Department, Tokyo Sales Department, Nagoya Sales
Yuji Sakamoto
Department, Osaka Sales Department, International Sales(October 22, 1957)
Department, Marine Business Promotion Department andNippon Ring Service Co., Ltd.
[Reappointment]
April 2018
In charge of Business Planning Department, Tokyo SalesDepartment, Nagoya Sales Department, Osaka Sales
Department, International Sales Department, METAMOLD
Business Promotion Department and Nippon Ring Service Co.,
Ltd. (to present)[Significant concurrent positions]・Director, NPR of Europe GmbH・Director, NPR ASIMCO Powdered Metals Manufacturing (Yizheng) Co., Ltd.
April 1995
Joined the Company
April 2007
Overseas Operation Control Division, the Company
Plant Manager, NPR Auto Parts Manufacturing (Yizheng) Co.,Ltd.
May 2011
Chairman and President, NPR Auto Parts Manufacturing(Yizheng) Co., Ltd.
Chairman and President, NPR Auto Parts Manufacturing(Zhenjiang) Co., Ltd.
December 2012 Chairman and President, NPR Powdered Metals ManufacturingZhongliang Yang(Yizheng) Co., Ltd.
(July 20, 1962)
July 2013
Executive Officer, the Company
Chairman and President, NPR ASIMCO Powdered Metals[Reappointment]
Manufacturing (Yizheng) Co., Ltd.
June 2016
Director, the Company, in charge of Quality Assurance
Department, Production Control Department, Tochigi Plant,
Production Engineering Department I, Production Engineering
Department II and Production Engineering Department III (topresent)[Significant concurrent positions]・Director, NPR FUKUSHIMA WORKS CO., LTD.
・Director, NPR Auto Parts Manufacturing (Yizheng) Co., Ltd.
・President, NPR ASIMCO Powdered Metals Manufacturing (Yizheng) Co., Ltd.

Number ofshares of theCompany held(Note) There are no special interests between the candidates for Directors and the Company.

-5-7,600883

Proposal 3:

Election of 1 Audit & Supervisory Board Member

The term of office of Audit & Supervisory Board Member Mr. Osamu Takai will expire at the conclusionof this Annual General Meeting of Shareholders. Accordingly, the election of 1 Audit & Supervisory Board
Member is proposed.
The Audit& Supervisory Board has previously given its approval to this proposal.
The candidate is as follows.
Name(Date of birth)Past experience, positions
and significant concurrent positions
April 1992
April 2012

Osamu Takai(November 3, 1947)[Reappointment]

Professor, School of Engineering, Nagoya University
Professor Emeritus, Nagoya University (to present)
Professor, College of Engineering, Kanto Gakuin University (topresent)
Vice Director, Materials & Surface Engineering ResearchInstitute, Kanto Gakuin University
June 2013
External Audit & Supervisory Board Member, JCU
CORPORATION
June 2014
Audit & Supervisory Board Member, the Company (to present)
April 2018
Director, Materials & Surface Engineering Research Institute,
Kanto Gakuin University (to present)[Significant concurrent positions]・Professor Emeritus, Nagoya University
・Professor, College of Engineering, Kanto Gakuin University・Director, Materials & Surface Engineering Research Institute, Kanto Gakuin University

Number ofshares of theCompany held－(Notes)
1. There are no special interests between Mr. Osamu Takai and the Company.
2. Mr. Osamu Takai is a candidate for Outside Audit & Supervisory Board Member. The Company reported Mr. Takai as
an independent auditor as stipulated by Tokyo Stock Exchange, Inc. If the reappointment of Mr. Takai is approved as
proposed, he will continue to be reported as an independent auditor.
3. Current position held by the candidate for Audit & Supervisory Board Member if the candidate is an incumbent Audit& Supervisory Board Member, and the number of years since appointment if the candidate serves as Outside Audit &Supervisory Board Member
Mr. Osamu Takai is currently a part-time Audit & Supervisory Board Member of the Company, and his term of office
as an Outside Audit & Supervisory Board Member will be four years at the conclusion of this Annual General
Meeting of Shareholders.
4. Limited liability agreement with the candidate for Audit & Supervisory Board Member
The Company currently has entered into an agreement with Mr. Osamu Takai which limits his liability pursuant toArticle 427, Paragraph 1 of the Companies Act. The maximum amount of liability pursuant to the agreement is theamount stipulated by laws and regulations. If the reappointment of Mr. Takai under this proposal is approved asproposed, the said agreement shall continue in effect.

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