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 10, 2020
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 60TH ANNUAL GENERAL MEETING OF SHAREHOLDERS
Dear Shareholders:
We would like to express our appreciation for your continued support and patronage.
You are cordially notified of the 60th Annual General Meeting of Shareholders of JCU CORPORATION(the “Company”). The meeting will be held for the purposes as described below.
This year, in order to prevent the spread of the novel coronavirus infection, we recommend that you refrainfrom attending the meeting and exercise your voting rights in writing or via the Internet. Please review theattached Reference Documents for the General Meeting of Shareholders and exercise your voting rights by
5:30 p.m. on Wednesday, June 24, 2020, Japan time.
1. Date and Time:
2. Place:

Thursday, June 25, 2020, 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
60th Fiscal Year (April 1, 2019– March 31, 2020) 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 60th Fiscal Year
(April 1, 2019– March 31, 2020)
Proposals to be resolved:
Election of nine (9) Directors
Proposal 1:
Election of one (1) Audit & Supervisory Board Member
Proposal 2:-1- Of the documents that should be provided along with this convocation, matters that should be included in
the Consolidated Statements of Changes in Shareholders’ Equity, the Non-Consolidated Statements of
Changes in Shareholders’ Equity, 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 the attached document to this convocation.
Therefore, the attached Consolidated Financial Statements and Non-Consolidated Financial Statements arepart of the Consolidated Financial Statements and Non-Consolidated Financial Statements audited by the
Audit & Supervisory Board Members to prepare the audit report and by the Accounting Auditor to prepare
the accounting audit report.
 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/).
 In order to prevent the spread of the novel coronavirus infection, we recommend that you refrain from
attending the meeting this year and exercise your voting rights in writing or via the Internet. Shareholders
attending the meeting in person are kindly requested to check the status of the infection and their physicalcondition on the day of the meeting and take measures to prevent infection such as wearing a mask before
visiting.
As the seats at the venue will be spaced out widely in order to prevent the spread of the infection,
significantly less seating will be available than in other years. Therefore, please note that even if you cometo the venue, you may not enter the venue.

-2-

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:
Attendance at
the Board ofNo.
Name
Positions at the Company
Directors
meetings
1

2

Representative Director, Chairman and CEO
Member, Nomination Advisory Committee

100%(17/17)

Masashi Kimura Reappointment Representative Director, President and COO

100%(17/17)

Keiji Ozawa

Reappointment

Reappointment Director and Senior Executive Managing Officer100%(17/17)

Akihisa Omori

Reappointment Director and Executive Managing Officer100%(17/17)

5

Takanori Arata

Reappointment Director and Executive Managing Officer100%(17/17)

6

JunichiMatsumoto

Reappointment Director and Executive Managing Officer100%(17/17)

7

Hirofumi
Ikegawa

Reappointment Director and Executive Managing Officer100%(17/17)

3

Rui Tanino

4

8

9

Reappointment
External Director External Director
Independent Chairman, Nomination Advisory Committee
Officer
Reappointment
External Director
Atsushi Shigeta External Director Acting Chairman, Nomination Advisory
Independent
Committee
Officer

Masahiko
Takanaka-3-

88%(15/17)100%(13/13)

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 key positions in the sales and administrative departments.
He was appointed as Vice President in 2009, promoted to Representative Director, President
and COO in 2010, and assumed the office of Representative Director, Chairman and CEO in
February 2016. With his high 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.

-4-97,182No.

Name(Date of birth)

Past experience, positions, responsibilities
and significant concurrent positions

April 1980
April 2004

2

3

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,
high level of expertise and great insight regarding the Company’s overall operations, it wasdetermined that he should continue to be a candidate for Director.
April 1982
Joined Fuji Machinery Mfg. & Electronics Co., Ltd.
June 1999
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(October 2, 1957)
April 2014
Managing Officer and Assistant General Manager of New
Business 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 andcontributed to the diversification of the business management. With his high level of expertise insales and great insight regarding the Company’s overall operations, it was determined that heshould continue to be a candidate for Director.

-5-

Number ofshares of theCompany held

9,696

13,042No.

Name(Date of birth)

Past experience, positions, responsibilities
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
Akihisa Omori
April 2015
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 also has served as the President of JCU INTERNATIONAL, INC., a subsidiary of theCompany. With his high level of expertise in sales 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(May 13, 1967)
April 2015
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 this high level ofexpertise and a great insight regarding the Company’s overall operations, it was determined thathe should continue to be a candidate for Director.

-6-

Number ofshares of theCompany held

9,288

7,520

No.

6

7

Name
(Date of birth)

Past experience, positions, responsibilities
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, Executive 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 this high level ofexpertise and a great insight regarding the Company’s overall operations, it was determined thathe should continue to be a candidate for Director.
Joined Fuji Machinery Mfg. & Electronics Co., Ltd.
August 1984
Director and General Manager, Administration Division
June 2004
Managing Director and General Manager ofJune 2008
Administration Division
President and Representative Director
June 2009
Director, Kyoden Co., Ltd.
June
2010
[Reappointment]
Joined the Company as Branch Manager of Osaka
November
2013
Hirofumi Ikegawa
Branch(July 29, 1965)
President, JCU TAIWAN CORPORATION
January 2015
Managing Officer
April 2016
Managing Officer and Division Manager ofApril 2018
Administration Division
Director, Executive Managing Officer and Division
June 2019
Manager of 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 high level ofexpertise and great insight regarding the overall management, it was determined that he should
continue to be a candidate for Director.

-7-

Number ofshares of theCompany held

25,727

937

No.

Name
(Date of birth)

Past experience, positions, responsibilities
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
June 2015
Director of the Company (present position)(August 6, 1951)[Significant concurrent positions]
Head of Takanaka Law Office
External Director of T&D Asset Management Co., Ltd.
Vice Chairperson, the Japan Bar Association(Reasons for selection as candidate for External Director)
As a lawyer, Mr. Masahiko Takanaka is well versed in corporate legal affairs and possesses a
sophisticated knowledge and great insight.
Based on this knowledge and insight, he has monitored the execution of business of theCompany and given the Company precise advice on such matters as early risk identification at
the time of business restructuring, employee labor issues, risk identification associated with
contracts with business partners, and handling of intellectual property rights issues. He haspointed out issues affecting global business from management perspectives since the stage offormulating the medium-term management plan, and urged the need of understanding thesituation in the markets and considering the possibility of business in other regions. At the stageof execution, he has found issues and given advice on their solutions.
As the Chairman of the Nomination Advisory Committee, he has formulated the basic policy
regarding the appointment of Directors, and compiled the proposals for the appointment, etc. ofRepresentative Directors and Directors based on the evaluation of each Director and Executive
Officer. He has made precise and strict recommendations to the management from thestandpoint of a lawyer.
Although he has not been directly involved in corporate management, for the above reasons,it was determined that he should continue to be a candidate for External Director.

-8-

Number ofshares of theCompany held

—

No.

Name
(Date of birth)

Past experience, positions, responsibilities
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[Reappointment]
OfficerAtsushi Shigeta
April 2013
President and Representative Director(March 31, 1957) June 2015
President and Representative Director of Tobu HotelManagement Co., Ltd. (present position)
June 2017
Audit & Supervisory Board Member of the Company
April 2018
President and Representative Director of Sendai Kokusai
Hotel Co., Ltd. (present position)
June 2019
Director of the Company (present position)[Significant concurrent positions]
President and Representative Director of Tobu Hotel Management Co., Ltd.
President and Representative Director of Sendai Kokusai Hotel Co., Ltd.
(Reasons for selection as candidate for External Director)
Mr. Atsushi Shigeta possesses a high level of expertise and an excellent track record as a top
management of business entities. While he was working at a bank, he was in charge ofcompanies in the chemical industry, to which the Company belongs to, as well as food,
fisheries, pharmaceuticals, steel, nonferrous metals, cement, pulp and paper, and land, sea, andair transportation industries in Japan, and provided a lot of advice and support on matters
including overseas expansion and mergers and acquisitions, mainly in Asia, to solve themanagement issues of business entities. Overseas, he was in charge of examining various
financing including corporate, sovereign (for nations), project, and MBO in Europe, Africa,
Middle East, CIS countries, North America and South America, and dealt with risk
management in global business. He has given advice useful to the Company from theperspective of stakeholders regarding matters related to corporate governance, new businesspromotion, country risks in overseas expansion, as well as the ideal personnel system, thepension system, work style reform, etc.
As the Acting Chairman of the Nomination Advisory Committee, he has compiled the
proposals for the appointment, etc. of Representative Directors and Directors in cooperation
with the Chairman based on the evaluation of each Director and Executive Officer from thestandpoint of a corporate manager. Therefore, it was determined that he should continue to be a
candidate for External Director.

(Notes)
1.
2.

3.

4.

5.

Number ofshares of theCompany held—

There is no special interest between each candidate for Director and the Company.
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 five (5) years. In addition, Mr. Masahiko Takanaka was an External Audit &Supervisory Board Member of the Company from June 2005 to June 2014.
Mr. Atsushi Shigeta is a candidate for External Director. Mr. Shigeta is currently an External Director of the Company.
At the conclusion of this year’s Annual General Meeting of Shareholders, his term of office as External Director will
be one (1) year. In addition, Mr. Atsushi Shigeta was an External Audit & Supervisory Board Member of the Company
from June 2017 to June 2019.
The Company has appointed Mr. Masahiko Takanaka and Mr. Atsushi Shigeta as Independent Officers prescribed by
Tokyo Stock Exchange and submitted a notification of the appointments to said Exchange. If their reelection isapproved, the Company plans to continue appointing them as Independent Officers and to submit a notification of theappointments to said Exchange.
The Company has agreements with Mr. Masahiko Takanaka and Mr. Atsushi Shigeta to limit their liabilities under
Article 423, Paragraph 1 of the Companies Act. The maximum amount of liability pursuant to the agreement is the-9-amount stipulated by Article 425, Paragraph 1 of said Act. If the candidates for External Directors Mr. Masahiko
Takanaka and Mr. Atsushi Shigeta are reelected, the Company plans to continue the same agreement with them.

- 10 -

Proposal 2:

Election of one (1) Audit & Supervisory Board Member

The term of office of Audit & Supervisory Board Member Mr. Takashi Nakazawa will expire at theconclusion of this year’s Annual General Meeting of Shareholders. Accordingly, the election of one (1) Audit& Supervisory Board Member is proposed.
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

April 1974
April 1999
April 2003

Joined the Company
General Manager of Nagoya Branch
Assistant General Manager of Sales and Marketing
Headquarters
September 2004 Executive Officer and Assistant General Manager ofSales and Marketing Headquarters
June 2007
Director, Executive Officer and General Manager ofChemical Sales and Marketing Headquarters[Reappointment]
Takashi Nakazawa June 2008
Director, Managing Executive Officer and General(February 8, 1951)
Manager of Chemical Sales and Marketing Headquarters
June 2010
Managing Director, Managing Executive Officer andGeneral Manager of Domestic Sales and Marketing
Headquarters
June 2012Managing Director, Managing Executive Officer andGeneral Manager of Procurement Headquarters
June 2014
AdvisorJune 2016
Full-time Audit & Supervisory Board Member (present
position)(Reasons for selection as candidate for Audit & Supervisory Board Member)
Mr. Takashi Nakazawa has held positions of General Manager of Nagoya Branch, General
Manager of Chemical Sales and Marketing Headquarters, and General Manager ofProcurement Headquarters, and possesses rich business experience and great insight regarding
the Company’s overall operations.
In addition to the high ethical standards and fair and impartial judgment required of an Audit& Supervisory Board Member, he has the experience and insight necessary to carry out
appropriate audits of the management of the Company. As the Company believes that he will
be able to appropriately supervise the management of the entire Group from an objective
standpoint, it was determined that he should continue to be a candidate for Audit &Supervisory Board Member.
(Notes)1.
2.

Number ofshares of theCompany held

52,000

There is no special interest between the candidate for Audit & Supervisory Board Member and the Company.
The Company has an agreement with Mr. Takashi Nakazawa to limit his liabilities under Article 423, Paragraph 1 of
the Companies 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 Audit & Supervisory Board Member Mr. Takashi Nakazawa isreelected, the Company plans to continue the same agreement with him.

- 11 -