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, 2016
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 56TH 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 56th 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 28,
2016, Japan time.
1. Date and Time:

Wednesday, June 29, 2016, at 10:00 a.m. Japan time
(The reception desk opens at 9:00 a.m.)

2. Place:

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
56th Fiscal Year (April 1, 2015–March 31, 2016) 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 56th Fiscal Year
(April 1, 2015–March 31, 2016)
Proposals to be resolved:
Partial Amendments to the Articles of Incorporation
Proposal 1:
Election of eleven (11) Directors
Proposal 2:
Election of one (1) Audit & Supervisory Board Member
Proposal 3: 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 (http://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 (http://www.jcu-i.com/).
 We are advocating the Cool Biz campaign. Shareholders are expected to attend the meeting in casualwear.

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

Partial Amendments to the Articles of Incorporation

1.

Reasons for Amendments
In accordance with the enforcement of the “Act for Partial Revision of the Companies Act” (Act No.
90 of 2014) on May 1, 2015, which allows companies to enter into limited liability agreements with
Directors who do not engage in business execution and Audit & Supervisory Board Members who do
not serve as External Audit & Supervisory Board Members, the Company will make partial
amendments to the provisions of Article 32 Paragraph 2 and Article 41 Paragraph 2 of the current
Articles of Incorporation, so as to allow such Directors and Audit & Supervisory Board Members to
fully perform the roles expected of them.
The consent of each Audit & Supervisory Board Member has been obtained with regards to theamendments to Article 32 Paragraph 2 of the Articles of Incorporation.

2.

Details of Amendments
The details of the proposed amendments are as follows:(Changes are underlined.)

Current Articles of Incorporation

Proposed Amendments

CHAPTER IV
DIRECTORS AND THE BOARD OF DIRECTORS(Exemption of Directors from Liability)

CHAPTER IV
DIRECTORS AND THE BOARD OF DIRECTORS(Exemption of Directors from Liability, etc.)

Article 32. (Text omitted)

Article 32. (Unchanged)

2

Pursuant to the provisions of Article 427,

2

Pursuant to the provisions of Article 427,

Paragraph 1 of the Companies Act, theParagraph 1 of the Companies Act, theCompany may enter into an agreement with

Company may enter into an agreement with

External Directors to limit their liability for

Directors (excluding Directors who engage indamages due to negligence in the performancebusiness execution) to limit their liability forof their duties, to the extent prescribed by laws

damages due to negligence in the performanceand regulations.

of their duties, to the extent prescribed by laws
and regulations.

CHAPTER V
AUDIT & SUPERVISORY BOARD MEMBERS
AND THE AUDIT & SUPERVISORY BOARD(Exemption of Audit & Supervisory Board Members

CHAPTER V
AUDIT & SUPERVISORY BOARD MEMBERS
AND THE AUDIT & SUPERVISORY BOARD(Exemption of Audit & Supervisory Board Members

from Liability)from Liability, etc.)

Article 41. (Text omitted)

Article 41. (Unchanged)

2

Pursuant to the provisions of Article 427,

2

Pursuant to the provisions of Article 427,

Paragraph 1 of the Companies Act, theParagraph 1 of the Companies Act, theCompany may enter into an agreement with

Company may enter into an agreement with

External Audit & Supervisory Board Members

Audit & Supervisory Board Members to limit

to limit their liability for damages due totheir liability for damages due to negligence innegligence in the performance of their duties,

the performance of their duties, to the extent

to the extent prescribed by laws andprescribed by laws and regulations.

regulations.

Proposal 2:

Election of eleven (11) Directors

The terms of office of all ten (10) Directors will expire at the conclusion of this year’s Annual General
Meeting of Shareholders. In addition, as former Director Mr. Yoshimasa Kasuya passed away on February 13,
2016, the election of eleven (11) Directors (including three (3) newly appointed candidates) is proposed.
The candidates are as follows:
No.

Name
(Date of birth)

Past experience, positions, responsibilities
and significant concurrent positions

Number ofshares of theCompany held

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

June 2014

Representative Director and Vice Chairman

February 2016

Representative Director, Chairman and CEO (present
position)[Significant concurrent positions]

Chairman of JCU SHANGHAI TRADING CORPORATION
Representative Director and President of JCU (THAILAND) CO., LTD.
Chairman of JCU TAIWAN CORPORATION
Representative Director of JCU KOREA CORPORATION
Representative Director and President of JCU VIETNAM CORPORATION
President of PT. JCU Indonesia
Chairman of GINZA SUZURANDO COSMETICS CO., LTD.
Chairman of JCU BEIJING TRADING CORPORATION
Chairman of YINGLUQUAN JCU SHANGHAI INTERNATIONAL
TRADING CORPORATION(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 thisyear, he was appointed as Representative Director, Chairman and CEO of the Company. Withhis 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.

21,300No.

Name(Date of birth)

Past experience, positions
and significant concurrent positions

April 1982
April 2000

[Reappointment]
Ryoichi Kimizuka(August 28, 1955)
2

Joined the Company
Senior Researcher of Electronic Chemical Department ofCentral Laboratory
April 2003
General Manager of Central Laboratory
September 2004 Executive Officer and General Manager of Central
Laboratory
April 2007
Executive Officer and General Manager of Chemical
Development Laboratory of Research & Development
CenterJune 2008
Director, Managing Executive Officer and General
Manager of Research & Development Center
June 2010
Managing Director, Managing Executive Officer andGeneral Manager of Research & Development Center
June 2011
Senior Managing Director, Senior Managing Executive
Officer and General Manager of Research & Development
CenterApril 2014
Representative Director and Vice President
June 2014
Representative Director, President and COO (present
position)

Number ofshares of theCompany held

36,000[Significant concurrent positions]3

Chairman of JCU SHENZHEN TRADING CORPORATION(Reasons for selection as candidate for Director)
Mr. Ryoichi Kimizuka has led the Company’s Research & Development Center for many
years, and possesses extensive knowledge of outstanding technology and products. He waspromoted to Representative Director, President and COO in 2014. With his high level ofexpertise and great insight regarding the Company’s overall operations, it was determined thathe should continue to be a candidate for Director.
Joined the Company
April 1980
April 2003
General Manager of Head Office Chemical Sales andMarketing Department of Sales and Marketing
Headquarters
April 2010
Assistant General Manager of Domestic Sales andMarketing Headquarters
June 2010
Executive Officer and Assistant General Manager ofDomestic Sales and Marketing Headquarters[Reappointment]
June 2013
Director, Managing Executive Officer and AssistantKanji Kobayashi
General Manager of Chemical Business Headquarters(February 22, 1957)
June 2014
Managing Director, Managing Executive Officer andAssistant General Manager of Chemical Business
Headquarters
April 2015
Managing Director, Managing Executive Officer andGeneral Manager of Management Strategy Office
April 2016
Managing Director, Managing Executive Officer andGeneral Manager of Sales and Marketing Headquarters(present position)(Reasons for selection as candidate for Director)
Mr. Kanji Kobayashi has held various key positions mainly in the Company’s sales
department, and has led the Company’s sales and marketing operations for many years. He is
also experienced in carrying out Director and Executive Officer duties. With his high level ofexpertise and great insight regarding the Company’s overall operations, it was determined thathe should continue to be a candidate for Director.

4,500

No.

Name
(Date of birth)

Past experience, positions
and significant concurrent positions
April 1981
August 2004
April 2006
April 2009

[Reappointment]
Shinji Hayashi(July 30, 1958)

April 2010
June 2013

4
April 2014
June 2014

Joined the Company
General Manager of Electronic Technology Department ofCentral Laboratory
General Manager of Second Development Office ofCentral Laboratory
General Manager of New Product and New Market
Development Department of Research & Development
Center
General Manager of New Business Technology
Department of Research & Development Center
Director, Managing Executive Officer and AssistantGeneral Manager of Research & Development Center
Director, Managing Executive Officer and General
Manager of Research & Development Center
Managing Director, Managing Executive Officer andGeneral Manager of Research & Development Center(present position)(Reasons for selection as candidate for Director)
Mr. Shinji Hayashi has led the Company’s Research & Development Center for many years,
and possesses extensive knowledge of outstanding technology and products. He is also
experienced in carrying out Director and Executive Officer duties. With his high level ofexpertise and great insight regarding the Company’s overall operations, it was determined thathe should continue to be a candidate for Director.

Number ofshares of theCompany held

2,300

No.

Name
(Date of birth)

Past experience, positions
and significant concurrent positions
January 1990
April 2010
June 2012
April 2014

[Reappointment]
Akihisa Omori(October 2, 1965)5

June 2014
April 2015

Number ofshares of theCompany held

Joined the Company

General Manager of Osaka Branch
General Manager of Management Strategy Office
Managing Executive Officer and General Manager ofManagement Strategy OfficeDirector, Managing Executive Officer and General
Manager of Management Strategy OfficeDirector and Managing Executive Officer (present
position)

1,200[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. With his high level ofmanagement expertise and great insight regarding the Company’s overall operations, it wasdetermined that he should continue to be a candidate for Director.
September 2006 Joined the Company
June 2009
General Manager of Accounting Department of

Administration Headquarters
Managing Executive Officer and General Manager of
Administration Headquarters
June 2014
Director, Managing Executive Officer and General[Reappointment]
Takanori Arata
Manager of Administration Headquarters(May 13, 1967)
April 2015
Director, Managing Executive Officer and AssistantGeneral Manager of Chemical Business Headquarters(present position)
April 2016
Director, Managing Executive Officer and AssistantGeneral Manager of Sales and Marketing Headquarters(present position)(Reasons for selection as candidate for Director)
Mr. Takanori Arata has held various positions including General Manager of Accounting
Department and General Manager of Administration Headquarters, and has extensive
knowledge of the Company’s administrative operations. In addition, in view of his richexperience in international operations, he is currently appointed as General Manager ofOverseas Business in the Sales and Marketing Headquarters. 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.
April 2014

6

March 1980
April 2004

7

600

Joined EBARA DENSAN LTD.

General Manager of Printed Circuit Chemicals Department
of EBARA DENSAN LTD.
[New appointment]
April 2010
Joined the Company as General Manager of DENSAN
Masashi Kimura
August 2010
Vice President of JCU (THAILAND) CO., LTD.
(February 9, 1958)
June 2013
Executive Officer
April 2016
Executive Officer and General Manager of Management
Strategy Office (present position)(Reasons for selection as candidate for Director)
Mr. Masashi Kimura has held various key positions in EBARA DENSAN LTD. including
General Manager of Printed Circuit Chemicals Department. He joined the Company in 2010,
in line with a partial transfer of operations to the Company. Regarding his duties in the
Company, he has been appointed as the Vice President of JCU (THAILAND) CO., LTD. Withhis high level of expertise and great insight regarding the Company’s overall operations, it wasdetermined that he should be a candidate for Director.

300

No.

Name
(Date of birth)[New appointment]
Junichi Matsumoto(October 30, 1960)
8

Past experience, positions
and significant concurrent positions

Number ofshares of theCompany held

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 Headquarters
General Manager of Overseas Business Promotion
Department of Chemical Business Headquarters
April 2014
Executive Officer and General Manager of Production
Headquarters (present position)(Reasons for selection as candidate for Director)
Mr. Junichi Matsumoto has led mainly the sales and marketing departments in the Company.
In 2014, he was appointed as General Manager of Production Headquarters and became an
Executive Officer. As it was deemed appropriate to have a person in charge of the production
department involved in the Company’s management, it was determined that he should be a
candidate for Director.
June 2012

5,600

No.

Name
(Date of birth)

Past experience, positions
and significant concurrent positions

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[New appointment]
March 2010
Rui Tanino
General Manager of New Business Sales Promotion(October 2, 1957)
Department
June 2012
Assistant General Manager of New Business Headquarters
April 2014
Executive Officer and Assistant General Manager of New
Business Headquarters
April 2016
Executive Officer and Assistant General Manager of Sales
and Marketing Headquarters (present position)(Reasons for selection as candidate for Director)
Mr. Rui Tanino has played a central role in the business operations of the New Businesssegment, and has contributed to the diversification of the Company’s management. In 2014, he
was appointed as an Executive Officer. With his rich experience in managing new businessventures and great insight regarding the Company’s overall operations, it was determined that heshould be a candidate for Director.
Doctor of Engineering (at Osaka Prefecture University)
March 1981
April 1997
Professor at the Faculty of Science and Engineering ofKonan University
April 2009
Transferred to the Faculty of Frontiers of Innovative
Research in Science and Technology of Konan University[Reappointment]
Resigned from Konan University
Hidemi Nawafune March 2014
April 2014
Emeritus professor of Konan University (present position)(January 4, 1948)
June 2014
Director of the Company (present position)

Number ofshares of theCompany held

April 1982
June 1999

9

10[Significant concurrent positions]

Chairman Emeritus of Society for the Study of Electroplating
Adviser of Osaka Prefecture Electro Plating Industry Association(Reasons for selection as candidate for Director)
Dr. Hidemi Nawafune has extensive knowledge of chemistry and professional knowledge on
related laws and regulations and patents. Accordingly, he has contributed immensely as anExternal Director of the Company and in ensuring that decisions made by the Board of Directors
are appropriate. Although he has not been directly involved in corporate management, in view of
his high level of expertise and insight, as well as his actual performance results, it wasdetermined that he should continue to be a candidate for External Director.
Passed the National Bar Examination
October 1976
April 1979
Registered as a lawyer (present position)
June 2005
Audit & Supervisory Board Member of the Company
April 2014
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)

11

1,800

200

[Significant concurrent positions]

Head of Takanaka Law Office
External Audit & Supervisory Board Member of T&D Asset Management
Co., Ltd.
(Reasons for selection as candidate for 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. Although he has not been
directly involved in corporate management, in view of his high level of expertise and insight, as
well as his actual performance results, it was determined that he should continue to be a
candidate for External Director.

—

(Notes)
1. There is no special interest between each candidate for Director and the Company.
2. Messrs. Hidemi Nawafune and Masahiko Takanaka are candidates for External Directors. Both candidates are
currently External Directors of the Company. At the conclusion of this year’s Annual General Meeting of Shareholders,Mr. Hidemi Nawafune’s term of office as External Director will be two (2) years, while Mr. Masahiko Takanaka’s termof office as External Director will be one (1) year. In addition, Mr. Masahiko Takanaka was an External Audit &Supervisory Board Member of the Company from June 2005 to June 2014.
3. For the Company to be able to recruit highly capable human resources as External Director, it has been stipulated in
the Company’s current Articles of Incorporation that the Company may enter into an agreement with External
Directors to limit their liability to the Company within a certain range. Pursuant to the provisions of Article 427,
Paragraph 1 of the Companies Act, the Company has concluded agreements with Mr. Hidemi Nawafune and Mr.
Masahiko Takanaka to limit their liabilities under Article 423, Paragraph 1 of the Companies Act. The maximum
amount of liability pursuant to the agreement is the amount stipulated by laws and regulations.
If the candidates for External Director Mr. Hidemi Nawafune and Mr. Masahiko Takanaka are reelected, the Company
plans to continue the same agreement with them.
The outline of the agreement is as follows.
 In case an External Director is liable for damages arising from negligence in the performance of his/her duties, thelimit of liability under such agreement shall be the minimum liability amount stipulated by Article 425, Paragraph 1of the Companies Act.
 Such limitation of liabilities is approved only in the cases where such External Director performed his/her businessin good faith and without gross negligence in relation to the duties for which such liabilities were incurred.
4. The Company has appointed Mr. Hidemi Nawafune and Mr. Masahiko Takanaka as Independent Officers prescribedby Tokyo Stock Exchange and submitted a notification of the appointments to said Exchange. If their reelections areapproved, the Company plans to continue appointing them as Independent Officers and to submit a notification of theappointments to said Exchange.

Proposal 3:

Election of one (1) Audit & Supervisory Board Member

The term of office of Audit & Supervisory Board Member Mr. Kanji Ohno will expire at the conclusionof 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

Joined the Company
General Manager of Nagoya Branch
Assistant General Manager of Sales and Marketing
Headquarters
September 2004 Executive Officer and Assistant General Manager of Sales
and Marketing Headquarters
June 2007
Director, Executive Officer and General Manager of[New appointment]
Chemical Sales and Marketing Headquarters
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
Adviser of the Company (present position)(Reasons for selection as candidate for Audit & Supervisory Board Member)
Mr. Takashi Nakazawa has held various positions in the Company, including General Manager
of Nagoya Branch, General Manager of Chemical Sales and Marketing Headquarters, andGeneral Manager of Procurement Headquarters. Accordingly, he has extensive experience in
conducting business activities and great insight regarding the Company’s overall operations.
Even after he retired from the position of Adviser of the Company in 2014, he continued to
exhibit his leadership skills in the formulation of a Business Continuity Plan (BCP). As theCompany believes he is capable of fulfilling the role of an Audit & Supervisory Board Member
appropriately, it was determined that he should be a candidate for Audit & Supervisory Board
Member.

Number ofshares of theCompany held

April 1974
April 1999
April 2003

14,050(Notes)1. There is no special interest between the candidate for Audit & Supervisory Board Member and the Company.
2. If Mr. Takashi Nakazawa is elected as an Audit & Supervisory Board Member and Proposal 1 “Partial
Amendments to the Articles of Incorporation” is approved and adopted as proposed, the Company will conclude anagreement with Mr. Takashi Nakazawa to limit his liability under Article 423, Paragraph 1 of the Companies Act,
pursuant to the provisions of Article 427, Paragraph 1 of said Act and the Company’s Articles of Incorporation. The
maximum amount of liability pursuant to the agreement is the amount stipulated by laws and regulations.