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 4975)
June 7, 2019
To Shareholders with Voting Rights:
Keiji Ozawa
Representative Director, Chairman and CEO
JCU CORPORATION
8-1 Higashiueno 4-chome, Taito-ku,
Tokyo, JapanNOTICE OF
THE 59TH 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 59th Annual General Meeting of Shareholders of JCU
CORPORATION (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 by submitting the
Voting Rights Exercise Form. If exercising your voting rights in writing, please review the attached Reference
Documents for the General Meeting of Shareholders, indicate your vote for or against the proposal on theenclosed Voting Rights Exercise Form and return it so that it is received by 5:30 p.m. on Tuesday, June 25,
2019, Japan time.
1. Date and Time:
2. Place:

Wednesday, June 26, 2019, at 10:00 a.m. Japan time
(The reception desk opens at 9:30 a.m.)
Conference room at the Head Office of the Company located at
TIXTOWER UENO 16F, 8-1 Higashiueno 4-chome, Taito-ku, Tokyo, Japan

3. Meeting Agenda:
Matters to be reported: 1. The Business Report, Consolidated Financial Statements for the Company’s
59th Fiscal Year (April 1, 2018–March 31, 2019) and results of audits by the
Accounting Auditor and the Audit & Supervisory Board of the Consolidated
Financial Statements
2. Non-consolidated Financial Statements for the Company’s 59th Fiscal Year
(April 1, 2018–March 31, 2019)
Proposals to be resolved:
Election of nine (9) Directors
Proposal 1:
Election of one (1) Audit & Supervisory Board Member
Proposal 2:-1- When attending the meeting, please submit the enclosed Voting Rights Exercise Form at the receptiondesk.
 Of the documents that should be provided along with this convocation, matters that should be included in
the Notes to the Consolidated Financial Statements and the Notes to the Non-Consolidated Financial
Statements are posted on the Company’s Web site (https://www.jcu-i.com/), based on laws and regulations
and provisions of the Articles of Incorporation of the Company, therefore these are not included in theattached document to this convocation.
The Consolidated Financial Statements and the Non-consolidated Financial Statements that were auditedby the Company’s Audit & Supervisory Board Members and the Accounting Auditor to prepare audit
reports are the financial statements included in the attached documents to this convocation, as well as
matters that should be included in the Notes to the Consolidated Financial Statements and the Notes to the
Non-consolidated Financial Statements.
 Should the Reference Documents for the General Meeting of Shareholders, the Business Report, theConsolidated Financial Statements and the Non-consolidated Financial Statements require revisions, therevised versions will be posted on the Company’s website (https://www.jcu-i.com/).
 We are advocating the Cool Biz campaign. Shareholders are expected to attend the meeting in casualwear.
 From this year, we will not prepare souvenirs that were provided to the shareholders attending the meeting.
We would appreciate your kind understanding.

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Reference Documents for the General Meeting of Shareholders
Proposals and References
Proposal 1:

Election of nine (9) Directors

The terms of office of all nine (9) Directors will expire at the conclusion of this year’s Annual General
Meeting of Shareholders. Accordingly, the election of nine (9) Directors is proposed.
The candidates are as follows:
No.

1

Name
(Date of birth)

Past experience, positions, responsibilities
and significant concurrent positions

April 1974
Joined the Company
April 1999
Branch Manager of Osaka Branch
January 2002
General Manager of Sales Promotion Department
September 2004 Managing Officer and General Manager of Management
Planning Office
June 2007
Director, Managing Officer and Division Manager of
Administration Division
June 2008
Director, Senior Executive Managing Officer and Division
Manager of Administration Division
June 2009
Director, Vice President and Division Manager of
Administration Division
June 2010
Representative Director, President and COO[Reappointment]
Keiji Ozawa(October 11, 1950) June 2014
February 2016

Number ofshares of theCompany held

Representative Director and Vice Chairman

Representative Director, Chairman and CEO (present
position)[Significant concurrent positions]
Chairman of JCU SHANGHAI TRADING CORPORATION
Chairman of JCU TAIWAN CORPORATION
Representative Director of JCU KOREA CORPORATION
Chairman of JCU SHENZHEN TRADING CORPORATION
Chairman of SAKURAROKU SPRING SHANGHAI INTERNATIONAL
CO., LTD.
Chairman of JCU SURFACE TECHNOLOGY HUBEI CO., LTD.

(Reasons for selection as candidate for Director)
Mr. Keiji Ozawa has held various positions in the sales and administrative departments. He
was appointed as Vice President in 2009, and promoted to Representative Director, President
and COO in 2010. In view of the sudden passing of Mr. Yoshimasa Kasuya in February 2016,he was appointed as Representative Director, Chairman and CEO of the Company. With hishigh level of expertise as a top executive and great insight regarding the Company’s overall
operations, it was determined that he should continue to be a candidate for Director.

-3-92,687No.

Name(Date of birth)

Past experience, positions
and significant concurrent positions

April 1980
April 2004

2

Joined EBARA DENSAN LTD.
General Manager of Printed Circuit Chemicals Department
of EBARA DENSAN LTD.
April 2010
Joined the Company as General Manager of DENSAN
August 2010 Vice President of JCU (THAILAND) CO., LTD.
June 2013
Managing Officer
April 2016
Managing Officer and Division Manager of Corporate
Strategy Office
June 2016
Director, Managing Officer and Division Manager ofCorporate Strategy Office
June 2017
Director, Senior Executive Managing Officer and Division[Reappointment]
Manager of Corporate Strategy OfficeMasashi Kimura
February 2018 Director, Senior Executive Managing Officer, Division(February 9, 1958)
Manager of Corporate Strategy Office and Division
Manager of Administration Division
April 2018
Representative Director, President and COO and Division
Manager of Corporate Strategy Office
April 2019
Representative Director, President and COO (present
position)[Significant concurrent positions]Representative Director and President, JCU (THAILAND) CO., LTD.
Representative Director and President, JCU VIETNAM CORPORATION
Director and President, PT. JCU Indonesia
Director and President, JCU CHEMICALS INDIA PVT. LTD.
(Reasons for selection as candidate for Director)
To revamp the Company’s business execution structure in line with the launch of themedium-term management plan “Next 50 Innovation,” Mr. Masashi Kimura was appointed as
Representative Director, President and COO in April 2018. Mr. Kimura led the formulation of
the medium-term management plan. With his leadership, creativity, management capability, highlevel of expertise and great insight regarding the Company’s overall operations, it wasdetermined that he should continue to be a candidate for Director.

-4-

Number ofshares of theCompany held

6,604

No.

Name
(Date of birth)

Past experience, positions
and significant concurrent positions

April 1982
June 1999

3

Joined Fuji Machinery Mfg. & Electronics Co., Ltd.
Operating Executive Officer and General Manager of
Substrate Sales Headquarters of Fuji Machinery Mfg. &Electronics Co., Ltd.
January 2009
Joined the Company as General Manager of New
Business Promotion Department
March 2010
General Manager of New Business Sales Promotion
Department[Reappointment]
June 2012
Assistant General Manager of New Business Division
Rui Tanino
April 2014
Managing Officer and Assistant General Manager of(October 2, 1957)
New Business Division
April 2016
Managing Officer and Deputy Division Manager of Sales
Division
June 2016
Director, Managing Officer and Deputy Division
Manager of Sales Division
June 2017
Director, Executive Managing Officer and Deputy
Division Manager of Sales Division
April 2018
Director, Senior Executive Managing Officer andDivision Manager of Sales Division (present position)(Reasons for selection as candidate for Director)
Mr. Rui Tanino has played a central role in the new business operations of the Company, andhas contributed to the diversification of the Company’s management. In April 2018, he wasappointed as Director, Senior Executive Managing Officer and Division Manager of Sales
Division, and has led the management as a person responsible for the Company’s sales
department. With his rich experience to date and great insight regarding the Company’s overall
operations, it was determined that he should continue to be a candidate for Director.

-5-

Number ofshares of theCompany held

10,799No.

Name(Date of birth)

Past experience, positions
and significant concurrent positions

January 1990
April 2010
June 2012
April 2014

4

5

Joined the Company
Branch Manager of Osaka Branch
Division Manager of Corporate Strategy Office
Managing Executive Officer and Division Manager ofCorporate Strategy Office
June 2014
Director, Managing Officer and Division Manager of[Reappointment]
Corporate Strategy Office
April 2015
Director, Managing Officer
Akihisa Omori
President of JCU INTERNATIONAL, INC. (present(October 2, 1965)
position)
June 2016
Director, Executive Managing Officer
April 2019
Director, Executive Managing Officer, R&D Center
Manager of R&D Center (present position)[Significant concurrent positions]
President of JCU INTERNATIONAL, INC.
(Reasons for selection as candidate for Director)
Mr. Akihisa Omori has held various key positions mainly in the Company’s sales
department, and is currently the President of JCU INTERNATIONAL, INC., a subsidiary of theCompany. In addition, he was appointed as R&D Center Manager of R&D Center in April
2019. With his high level of management expertise and great insight regarding the Company’s
overall operations, it was determined that he should continue to be a candidate for Director.
September 2006 Joined the Company
June 2009
General Manager of Accounting Department of
Administration Division
April 2014
Managing Executive Officer and Division Manager of
Administration Division
June 2014
Director, Managing Officer and Division Manager of[Reappointment]
Administration Division
Takanori Arata
April 2015
(May 13, 1967)
Director, Managing Officer and Assistant General
Manager of Chemical Business Division
April 2016
Director, Managing Officer and Deputy Division
Manager of Sales Division
June 2016
Director, Executive Managing Officer and Deputy
Division Manager of Sales Division (present position)(Reasons for selection as candidate for Director)
Mr. Takanori Arata has held various positions including General Manager of Accounting
Department and Division Manager of Administration Division, and has extensive knowledge of
the Company’s administrative operations. In addition, in view of his rich experience ininternational operations, he is currently in charge of controlling domestic and overseas
sales/marketing administration in the Sales and Marketing Division. With his high level of
insight regarding the Company’s overall operations, it was determined that he should continue
to be a candidate for Director.

-6-

Number ofshares of theCompany held

6,646

5,859

No.

6

7

Name
(Date of birth)

Past experience, positions
and significant concurrent positions

September 1989 Joined the Company
April 2007
General Manager of Marketing Strategy Office
April 2011
General Manager of Overseas Business Planning
Department of Overseas Business Division
June 2012
General Manager of Overseas Business Promotion
Department of Chemical Business Division[Reappointment]
April 2014
Managing Officer and Division Manager of Production
Junichi Matsumoto
Division(October 30, 1960) June 2016
Director, Managing Officer and Division Manager of
Production Division
June 2018
Director, Managing Officer and R&D Center Manager of
R&D Center
April 2019
Director, Managing Officer and Deputy Division Manager
of Sales Division (present position)(Reasons for selection as candidate for Director)
Mr. Junichi Matsumoto has led mainly the sales and marketing departments in the Company.
After being appointed as Director, he has held various positions including Division Manager of
Production Division and R&D Center Manager of R&D Center. With his high level of insight
regarding the Company’s overall operations, it was determined that he should continue to be a
candidate for Director.
August 1984
Joined Fuji Machinery Mfg. & Electronics Co., Ltd.
Director and General Manager, Administration Division
June 2004
Managing Director and General Manager ofJune 2008
Administration Division
President and Representative Director
June 2009[New appointment]
Director, Kyoden Co., Ltd.
June 2010
Hirofumi Ikegawa
Joined the Company as Branch Manager of Osaka
November
2013(July 29, 1965)
BranchPresident, JCU TAIWAN CORPORATION
January 2015
Managing Officer
April 2016
Managing Officer and Division Manager ofApril 2018
Administration Division (present position)(Reasons for selection as candidate for Director)
Mr. Hirofumi Ikegawa has held various positions after joining the Company, including BranchManager of Osaka Branch and President of JCU TAIWAN CORPORATION, and was
appointed as Division Manager of Administration Division in April 2018. He has extensive
knowledge of the administrative operations and broad international experience, in addition tohis experience of serving as director before he joined the Company. With his rich experienceand insight regarding the overall management, it was determined that he should be a candidate
for Director.

-7-

Number ofshares of theCompany held

24,652

—

No.

Name
(Date of birth)

Past experience, positions
and significant concurrent positions

October 1976
April 1979
June 2005
April 20148

Passed the National Bar Examination
Registered as a lawyer (present position)
Audit & Supervisory Board Member of the Company
Chairman of Tokyo Bar Association and Vice Chairman[Reappointment]of Japan Federation of Bar Associations
Masahiko Takanaka(August 6, 1951)
June 2015
Director of the Company (present position)[Significant concurrent positions]
Head of Takanaka Law Office
External Director of T&D Asset Management Co., Ltd.
(Reasons for selection as candidate for External Director)
As a lawyer, Mr. Masahiko Takanaka has extensive knowledge of corporate legal affairs, andpossesses a high level of professional expertise and insight with regards to legal regulations.
Accordingly, he has contributed immensely as an External Director of the Company and inensuring that decisions made by the Board of Directors are appropriate. In view of his high levelof expertise and insight, as well as his actual performance results, it was determined that heshould continue to be a candidate for External Director.

-8-

Number ofshares of theCompany held

—

No.

Name
(Date of birth)

Past experience, positions
and significant concurrent positions

April 1979

9

Joined The Fuji Bank, Limited (currently Mizuho Bank,
Ltd. (MHBK))March 2006
Executive Officer, General Manager of Corporate
Banking Division No.7, Mizuho Corporate Bank
(currently Mizuho Bank, Ltd. (MHBK))
April 2008
Managing Executive Officer
May 2010
Senior Managing Director of Tobu Department Store Co.,Ltd.
May 2011
Representative Director and Senior Managing Executive
Officer
April 2013
President and Representative Director[New appointment] June 2015
President and Representative Director of Tobu Hotel
Atsushi Shigeta
Management Co., Ltd. (present position)(March 31, 1957) March 2016
Audit & Supervisory Board Member of Tokyo Tatemono
Real Estate Sales Co., Ltd. (present position)
June 2017
Audit & Supervisory Board Member of the Company(present position)
April 2018
President and Representative Director of Sendai Kokusai
Hotel Co., Ltd. (present position)[Significant concurrent positions]
President and Representative Director of Tobu Hotel Management Co., Ltd.
Audit & Supervisory Board Member of Tokyo Tatemono Real Estate Sales
Co., Ltd.
President and Representative Director of Sendai Kokusai Hotel Co., Ltd.
(Reasons for selection as candidate for External Director)
Mr. Atsushi Shigeta served as President and Representative Director of Tobu Department
Store Co., Ltd., and currently serves as President and Representative Director of Tobu HotelManagement Co., Ltd. He was appointed as Audit & Supervisory Board Member of theCompany in June 2017 and has contributed to maintaining and strengthening the audit structureof the Company. Going forward, as the Company believes that he will fully contribute to theCompany’s management from the standpoint of External Director with his abundant experienceand track record as a management executive of business entities, it was determined that heshould be a candidate for External Director.

Number ofshares of theCompany held—

(Notes)1. There is no special interest between each candidate for Director and the Company.
2. Mr. Masahiko Takanaka is a candidate for External Director. Mr. Takanaka is currently an External Director of theCompany. At the conclusion of this year’s Annual General Meeting of Shareholders, Mr. Masahiko Takanaka’s term ofoffice as External Director will be four (4) years. In addition, Mr. Masahiko Takanaka was an External Audit &Supervisory Board Member of the Company from June 2005 to June 2014.
3. Mr. Atsushi Shigeta is a candidate for External Director. Mr. Shigeta is currently an External Audit & Supervisory
Board Member of the Company. At the conclusion of this year’s Annual General Meeting of Shareholders, Mr.
Shigeta’s term of office as External Audit & Supervisory Board Member will be two (2) years.
4. The Company has appointed Mr. Masahiko Takanaka as an Independent Officer prescribed by Tokyo Stock Exchange
and submitted a notification of the appointments to said Exchange. If his reelection is approved, the Company plans tocontinue appointing him as an Independent Officer and to submit a notification of the appointments to said Exchange.
Also, if this proposal for the election of Mr. Atsushi Shigeta is approved, the Company plans to appoint Mr. Shigeta asan Independent Officer and submit a notification of such appointment to said Exchange as well.
5. The Company has agreements with Mr. Masahiko Takanaka to limit his liabilities under Article 423, Paragraph 1 of theCompanies Act. The maximum amount of liability pursuant to the agreement is the amount stipulated by Article 425,
Paragraph 1 of said Act. If the candidate for External Director Mr. Masahiko Takanaka is reelected, the Company plans
to continue the same agreement with him. Also, if this proposal for the election of Mr. Atsushi Shigeta is approved, theCompany plans to conclude a same agreement with him.

-9-

Proposal 2:

Election of one (1) Audit & Supervisory Board Member

Audit & Supervisory Board Member Mr. Atsushi Shigeta will resign at the conclusion of this year’s
Annual General Meeting of Shareholders. Accordingly, the election of one (1) Audit & Supervisory Board
Member is proposed.
The candidate for External Audit & Supervisory Board Member Ms. Koyuri Kawato will be elected as a
substitute for Audit & Supervisory Board Member Mr. Atsushi Shigeta. Therefore, pursuant to the provisionof the Article of Incorporation of the Company, her term of office shall be until the expiration of the term ofoffice of the resigning Audit & Supervisory Board Member.
The Audit & Supervisory Board has provided its consent to this proposal.
The candidate is as follows:
Name(Date of birth)

Past experience, positions
and significant concurrent positions

March 1994
[New appointment] January 2001
Koyuri Kawato(July 5, 1968)

Registered as a certified public accountant (present
position)
Registered as a certified public tax accountant (present
position)[Significant concurrent positions]Representative, Kawato Certified Public Accountant Office(Reasons for selection as candidate for External Audit & Supervisory Board Member)
As a certified public accountant and certified public tax accountant, Ms. Koyuri Kawato has
extensive knowledge of finance, accounting and tax affairs, and possesses high expertise, richexperience and insight. As her insight and experience accumulated to date are judged tocontribute to the strengthening of the audit structure of the Company, the Company nominates
her as a candidate for External Audit & Supervisory Board Member.

Number ofshares of theCompany held—

(Notes)1. There is no special interest between the candidate for Audit & Supervisory Board Member and the Company.
2. Ms. Koyuri Kawato is a candidate for External Audit & Supervisory Board Member of the Company.
3. Although Ms. Koyuri Kawato does not have experience of being involved in corporate management other than as anexternal officer, the Company determined that she will be able to fulfill her duties as External Audit & Supervisory
Board Member appropriately for the reasons stated in “Reasons for selection as candidate for External Audit &Supervisory Board Member” above.
4. If this proposal for the election of Ms. Koyuri Kawato is approved, the Company plans to appoint Ms. Kawato as an
Independent Officer prescribed by Tokyo Stock Exchange and submit a notification of the appointment to said
Exchange.
5. If this proposal for the election of Ms. Koyuri Kawato is approved, the Company plans to conclude an agreement with
her to limit her liability under Article 423, Paragraph 1 of the Companies Act, pursuant to the provisions of Article 427,
Paragraph 1 of said Act, with the maximum amount of liability under the agreement being the minimum amountstipulated by Article 425, Paragraph 1 of said Act.

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