(Tokyo Stock Exchange Code:6306)

The 156th Business Year
Notice of Convocation of the Ordinary
General Shareholders’ Meeting
Time and Date

Friday, June 21, 201910:00 a.m.
Venue

The 3rd Floor, Hall of the Head Office of Nikko Co., Ltd.
1013-1, Eigashima, Okubo-cho, Akashi-shi, Hyogo Prefecture
The venue of the meeting has changed from the previous
year. Please refer to the map of the venue at the end of thisnotice and confirm the location.

Resolutions
Proposal 1 Appropriation of Surplus from the 156th Business Year
Proposal 2 Election of Eight Directors
Proposal 3 Election of Three Corporate Auditors
Proposal 4 Election of One Substitute Corporate Auditor
Deadline for exercising of voting rights in writingThursday, June 20, 2019
The voting rights arriving by 5:00 p.m. will be accepted.

Nikko Co., Ltd.

To Shareholders:(Tokyo Stock Exchange Code: 6306)
June 3, 2019
1013-1, Eigashima, Okubo-cho, Akashi-shi, Hyogo Prefecture

Nikko Co., Ltd.
Representative Director and President Masaru Tsuji

Notice of Convocation of the 156th Ordinary General Shareholders’ Meeting
You are cordially invited to attend the 156th Ordinary General Shareholders’ Meeting of Nikko Co., Ltd. tobe held as described below. Your attendance is respectfully requested.
If you are unable to attend the meeting, you may exercise your voting rights in writing. Pleaseconsider the reference materials attached to this notice, indicate your approval or disapproval oneach of the proposal on the enclosed Voting Rights Exercise Form and kindly send it back so that it
would reach us by 5:00 p.m. of Thursday, June 20, 2019.
Meeting Details
1 Time and Date From 10:00 a.m., Friday, June 21, 2019
2

Venue

3rd Floor Hall, Head Office, Nikko Co., Ltd.
1013-1, Eigashima, Okubo-cho, Akashi-shi, Hyogo Prefecture
The venue of the meeting has changed from the previous year.
Please refer to the map of the venue at the end of this notice and confirm the location.

Reports
3

Meeting
agenda

1. Business report, consolidated financial statements andnon-consolidated financial statements for the 156th business year
(from April 1, 2018 to March 31, 2019)
2. Results of the audits of the consolidated financial statements for the156th business year (from April 1, 2018 to March 31, 2019) by the
Independent Auditor and Board of Corporate Auditors

Proposal 1 Appropriation of Surplus from the 156th Business Year
Proposal 2 Election of Eight Directors
Resolutions
Proposal 3 Election of Three Corporate Auditors
Proposal 4 Election of One Substitute Corporate Auditor○○

When you arrive at the venue, please submit the enclosed Voting Rights Exercise Form at the reception desk at the venue.
The following items have been posted on the Company’s website (https://www.nikkonet.co.jp/soukai/) in accordance with the relevant laws andregulations as well as Article 16 of the Company’s Articles of Incorporation and are not included in this notice of convocation. Therefore, theattachment to the notice of convocation are portions of the statements audited by the Corporate Auditors and the Independent Auditors in their
preparation of the accounting audit report.
(i)
Systems necessary to ensure that the execution of the duties by the Directors complies with applicable laws and regulations and the Articles of1○Incorporation, and to ensure that the other operations of Nikko Co., Ltd. and the operations of the group of enterprises consisting of Nikko Co.,
Ltd. and its subsidiaries are appropriate, overview of the operation of the internal control system and the basic policy regarding the control by
the stock company of the Company’s System and Policy of the Business Report(ii)
Consolidated Statements of Changes in Equity of the Consolidated Financial Statements and Notes to the Consolidated Statements(iii)
Non-consolidated Statements of Changes in Equity of the Financial Statements and Notes to the Statements
If any revisions are made to the Business Report, Consolidated and Non-consolidated Financial Statements and the reference materials for the
meeting, the corrected materials will be posted on the Company’s above website.

2How to exercise voting rights
You may exercise your voting rights using either of the following two methods.

 Attending the Ordinary General Shareholders’ Meeting in person

Please submit the Voting Rights Exercise Form at the reception desk. (No need to affix a seal.)
Time and Date From 10:00 a.m., Friday, June 21, 2019
Venue

3rd Floor Hall, Head Office, Nikko Co., Ltd.
1013-1, Eigashima, Okubo-cho, Akashi-shi, Hyogo Prefecture
The venue of the meeting has changed from the previous year.
Please refer to the map of the venue at the end of this notice and confirm the location.

 Exercise of voting rights in writing

Please indicate your approval or disapproval on each of the proposals on the enclosed Voting Rights
Exercise Form and send it by mail. The form does not require a postal stamp.
Deadline for exercising voting rights:

The voting rights arriving by 5:00 p.m. on Thursday, June 20, 2019will be accepted3Reference Materials for the Shareholders’ Meeting
Proposals and References

Proposal 1 Appropriation of Surplus from the 156th Business Year
The Company recognizes appropriate returns of profit to shareholders as one of the important management
issues. Its basic policy is to decide the amount of dividends by comprehensively considering requirements forenhancement of internal reserve, etc., while intending, in principle, to pay dividends by reflecting its businessperformance for the concerned period.
Under this basic policy, the Company sets the year-end dividends for the period under review as described
below.
Matters regarding year-end dividends(1) Type of dividend property
Cash(2) Matters regarding appropriation of the dividend property to shareholders and its total amount
30.00 yen per share of common stock
229,902,930 yen in total(3) Effective date of dividend of surplus
June 24, 2019As a result, annual dividend for the current fiscal year including interim dividend is 60.00 yen per share ofcommon stock.

4

Proposal 2 Election of Eight Directors
The Company emphasizes on management responsibility of its Directors and its Articles of Incorporation
set the term of their office at one year so as to ask shareholders confidence in them every business year.
In accordance with the Articles of Incorporation, the term of office of all seven Directors will expire at theconclusion of this Ordinary General Shareholders’ Meeting. At this juncture, the Company proposes to electeight Directors, which is an addition of one director to further enhance its management structure andstrengthen the supervisory function of management towards continuous improvement in its corporate value.
The candidates for Director are as described below.

CandidatenumberName(Date of birth)

Takahisa
Nishikawa
1

Brief personal history, position and responsibility at Nikko Co., Ltd.
(important concurrent positions)
April 1982
June 2007
June 2008
June 2011
June 2012(Date of birth: March 31,
1959)

June 2012

Reappointment

April 2019
April 2019

Joined Nikko Co., Ltd.
Executive Officer of Nikko Co., Ltd.
Director of Nikko Co., Ltd.
Managing Director of Nikko Co., Ltd.
Representative Director and President of Nikko
Co., Ltd.
Internal control in-charge and General Manager ofTechnology Division of Nikko Co., Ltd.
Representative Director and Chairman (current)
Affiliates in-charge and General Manager of
Manufacturing Division of Nikko Co., Ltd. (current)

The number ofshares thecandidate holds in
the Company

20,800 shares[Reason for nomination as candidate for Director]
Takahisa Nishikawa has appropriately supervised the management and took decisions on important matters as theRepresentative Director and President since 2012 and Representative Director and Chairman since April 2019 and has
been contributing to business expansion while working to improve the corporate value. Given his track record and based on
the judgment that he is an appropriate human resource for realizing continuous improvement in the corporate value of theCompany, Nikko Co., Ltd. requests to elect him again as Director.

5

Masaru Tsuji(Date of birth: June 4,
1960)

Reappointment

2

September 1987
June 2007
June 2008
June 2011
April 2015

June 2015
April 2016
April 2019
April 2019

Joined Nikko Co., Ltd.
Executive Officer of Nikko Co., Ltd.
Director of Nikko Co., Ltd.
Managing Director of Nikko Co., Ltd.
General Manager of Business Division andPresident of the Tokyo Head Office of Nikko Co.,Ltd.
Senior Managing Director of Nikko Co., Ltd.
General Manager of Business Division of Nikko
Co., Ltd.
Representative Director and President (current)Internal control in-charge and General Manager ofTechnology Division of Nikko Co., Ltd. (current)

16,900 shares[Reason for nomination as candidate for Director]
Masaru Tsuji has appropriately supervised the management and took decisions on important matters as Director, been in
charge of the Business Division as Senior Managing Director, taken initiative in strategies regarding overall Japanese sales
and driven forward the management plan. In April 2019, he was appointed Representative Director and President and has
formulated and been implementing the Medium-Term Management Plan while working to improve the corporate value.
Given his track record and based on the judgment that he is an appropriate human resource for realizing continuous
improvement in the corporate value of the Company, Nikko Co., Ltd. requests to elect him again as Director.
April 1985
June 2007
June 2008
June 2013

Hiroyuki
Sakurai3(Date of birth: September
27, 1961)

June 2015
June 2015

April 2016

Reappointment
April 2018
June 2018

Joined Nikko Co., Ltd.
Executive Officer of Nikko Co., Ltd.
Director of Nikko Co., Ltd.
Manager of Corporate Planning Department andGeneral Affairs Department of Nikko Co., Ltd.
Managing Director of Nikko Co., Ltd. (current)
Deputy General Manager of Business Division (incharge of overseas), Manager of International
Business Department and General Manager ofOperations Division of Nikko Co., Ltd.
Deputy General Manager of Business Division,
Manager of International Business Department
and corporate planning and general affairs
in-charge of Nikko Co., Ltd.
Corporate planning and general affairs in-charge
General Manager of Corporate Planning Divisionof Nikko Co., Ltd. (current)

14,700 shares<Important concurrent position>
Chairman, Nikko (Shanghai) Construction Machinery Co., Ltd.
[Reason for nomination as candidate for Director]
Hiroyuki Sakurai has appropriately supervised the management and took decisions on important matters as Director, beenin charge of administration departments of corporate planning and general affairs as Managing Director and driven forward
the management plan. Given his track record and based on the judgment that he is an appropriate human resource forrealizing continuous improvement in the corporate value of the Company, Nikko Co., Ltd. requests to elect him again as
Director.
6

April 1982
June 2003
April 2009
June 2011
June 2011

Hiroshi Fujii

June 2013(Date of birth: January 16,
June 2015
1959)

4

Reappointment

June 2018
June 2018

Joined Taiyo-Kobe Bank Limited (current
Sumitomo Mitsui Banking Corporation)
Manager of Tsukiji Corporate Sales Department
Manager of Kansai Corporate Solution Sales
Department, SMBC Consulting Co., Ltd.
Director of Nikko Co., Ltd.
Manager of Financial Department of Nikko Co.,Ltd.
Manager of Financial Department and Information
Center in-charge
Manager of Financial Department and legal affairs
and Information Center in-charge
Managing Director of Nikko Co., Ltd. (current)
General Manager of Financial Division of Nikko
Co., Ltd. (current)

9,800 shares<Important concurrent position>
Representative Director and President, Nikko Kosan Co., Ltd.
Representative Director and President, Nikko Baumaschinen GmbH
[Reason for nomination as candidate for Director]
Hiroshi Fujii has appropriately supervised the management and took decisions on important matters as Director, been in
charge of financial as Managing Director primarily leading the financial strategies, governed the Information Center andlegal affairs and driven forward the management plan. Given his track record and based on the judgment that he is anappropriate human resource for realizing continuous improvement in the corporate value of the Company, Nikko Co., Ltd.
requests to elect him again as Director.

7

April 1984
June 2007
October 2008

Toshifumi
Kinugasa

April 2010
June 2012
June 2012(Date of birth: October 26,
April 2013
1960)

5

Reappointment

April 2019

Joined Nikko Co., Ltd.
Executive Officer of Nikko Co., Ltd.
Manager of Engineering Department of Nikko Co.,Ltd.
Manager of Design Department, Technology
Division of Nikko Co., Ltd.
Director of Nikko Co., Ltd. (current)
General Manager of Manufacturing Division andHead Office Plant Manager of Nikko Co., Ltd.
General Manager of Manufacturing Division of
Nikko Co., Ltd.
Head of Techno Center of Nikko Co., Ltd. (current)

11,800 shares<Important concurrent position>
Representative Director and President, Tombo Industry Co., Ltd.
[Reason for nomination as candidate for Director]
Toshifumi Kinugasa has appropriately supervised the management and took decisions on important matters as Director,
been in charge of the Manufacturing Division as Director, taken initiative in product production strategies including productquality cost delivery, etc. and driven forward the management plan. Since April 2019, he has been in charge of Techno
Center, taking initiative in technology and design strategies for the Company’s products and promoting the management
plan. Given his track record and based on the judgment that he is an appropriate human resource for realizing continuous
improvement in the corporate value of the Company, Nikko Co., Ltd. requests to elect him again as Director.
April 1984

NoriakiNagahara
6(Date of birth: July 18,
1951)

Reappointment

October 1988
January 2007
June 2007
June 2015

Certified as attorney
Joined Harada Law Firm
Succeeded Harada Law Firm
Established Kobe Jugobankan Law Firm andbecame Director.
Outside Corporate Auditor of Nikko Co., Ltd.
Outside Director of Nikko Co., Ltd. (current)

None<Important concurrent position>
Director, Kobe Jugobankan Law Firm

[Reason for nomination as candidate for Outside Director]
Noriaki Nagahara was nominated as a candidate for Outside Director so as to leverage his expert insight as a lawyer inmanagement execution from an objective and neutral standpoint. While he is a candidate whose involvement in managing acompany has been only as an outside director in the past, he has an excellent track record in corporate legal affairs from theexpert standpoint as a lawyer and also has deep insight regarding management. Based on the judgment that he is capableof appropriately performing the duty of an outside director, Nikko Co., Ltd. requests to elect him again as Outside Director.

8April 1970

TsutomuYuasa
7(Date of birth: June 27,
1946)

Reappointment

April 2002
July 2002
July 2005
July 2008
July 2014
June 2016

Joined Matsushita Electric Industrial Co., Ltd.
(current Panasonic Corporation)
Joined Rock Field Co., Ltd.
Director of Rock Field Co., Ltd.
Managing Director of Rock Field Co., Ltd.
Representative Senior Managing Director of RockField Co., Ltd.
Vice-Chairman of the Board of Directors of RockField Co., Ltd.
Outside Director of Nikko Co., Ltd. (current)

1,000 shares[Reason for nomination as candidate for Outside Director]
Tsutomu Yuasa has extensive knowledge and experience from being engaged in corporate management as a director of an
operating company over many years. Based on the expectation that he would reflect that knowledge and experience in the
management of Nikko Co., Ltd., Nikko Co., Ltd. requests to elect him again as Outside Director.
April 1982
January 2011
April 2013
July 2013
June 2015
June 2015

Tomomi
Nakayama
8

April 2016

(Date of birth: January 10,
1963)

New appointment

April 2018

April 2019

Joined Nikko Co., Ltd.
Branch Manager, Chubu Branch, Nikko Co., Ltd.
Manager, AP Sales Department, Tokyo Head
Office, Nikko Co., Ltd.
Manager, Asphalt Plant Sales Management
Department, Tokyo Head Office, Nikko Co., Ltd.
Executive Officer of Nikko Co., Ltd. (current)Manager of Business Planning Department,
Business Division, and Manager of Asphalt Plant
Sales Management Department, Tokyo Head
Office, Nikko Co., Ltd.
Manager of Business Planning Department,
Business Division, Manager of Asphalt Plant
Sales Management Department, and Director of
AP Technology Center of Nikko Co., Ltd.
Manager of Business Planning Department,
Business Division, Manager of Asphalt Plant
Sales Management Department, Director of AP
Technology Center, and Manager of Mobile Plant
Business Department of Nikko Co., Ltd.
General Manager of Business Division, Manager
of Business Planning Department, and Manager
of Asphalt Plant Sales Management Departmentof Nikko Co., Ltd. (current)

5,752 shares[Reason for nomination as candidate for Director]
Tomomi Nakayama has been engaged in sales of asphalt plants, the mainstay product of Nikko Co., Ltd., at its sales
division and is well-versed in the Company’s operation from his experience in serving as General Manager of Business
Division and Branch Manager. Given his track record and based on the judgment that he is an appropriate human resource
for realizing continuous improvement in the Company’s corporate value, Nikko Co., Ltd. newly requests to elect him as
Director.

9

(Note)1. There is no special interest between Nikko Co., Ltd. and each of the candidates.
2. Noriaki Nagahara and Tsutomu Yuasa are candidates for Outside Director.
3. Nikko Co., Ltd. has reported to the Tokyo Stock Exchange that Noriaki Nagahara and Tsutomu Yuasa as Independent Directors, whose
designation is required by the exchange as directors who do not cause conflict of interests with general shareholders. If both are reappointed,
Nikko Co., Ltd. plans to continue to appoint them as Independent Directors.
4. Noriaki Nagahara is currently serving as the Company’s Outside Director and his term of office is eight years as Outside Corporate Auditor andfour years as Outside Director with the conclusion of this Ordinary General Shareholders’ Meeting. Tsutomu Yuasa is currently serving as
Outside Director of Nikko Co., Ltd. and his term of office will be three years with the conclusion of this Ordinary General Shareholders’ Meeting.
5. Nikko Co., Ltd. has entered into agreements with Noriaki Nagahara and Tsutomu Yuasa to limit their liability for damages and the maximum
amount of their liability under these agreements is the amount provided for in laws and regulations. Upon approval of their election, Nikko Co.,
Ltd. plan to continue these agreements with them.

10Proposal 3 Election of Three Corporate Auditors
The term of office of Corporate Auditors Morio Kusunoki, Yoshiki Sugiyama and Nobuzumi Ido will expire at
the conclusion of this Ordinary General Shareholders’ Meeting, and Nikko Co., Ltd. requests to elect once
again three Corporate Auditors.
Submission of this proposal has received the consent of the Board of Corporate Auditors.
The candidates for Corporate Auditors are as described below.

CandidatenumberName(Date of birth)

Brief personal history, position and responsibility at Nikko Co., Ltd.
(important concurrent positions)
April 1980
April 20101

May 2011

Shigeru
Sadakari

April 2013

(Date of birth: September
22, 1957)

June 2015

New appointment

June 2016

Joined Taiyo-Kobe Bank Limited (current
Sumitomo Mitsui Banking Corporation)
Executive Officer and Manager of Audit
Department of Sumitomo Mitsui Banking
Corporation
Managing Executive Officer of The Minato Bank,
Ltd.
Senior Representative Managing Director andSenior Managing Executive Officer of The Minato
Bank, Ltd.
Representative Director and Vice President ofKobe Tochi Tatemono Co., Ltd.
Representative Director and President of Kobe
Maintenance of Building Co., Ltd. (current)

The number ofshares thecandidate holds in
the Company

None<Important concurrent position>
Representative Director and President of Kobe Maintenance of
Building Co., Ltd.
[Reason for nomination as candidate for Outside Corporate Auditor]
Shigeru Sadakari has extensive corporate management knowledge and broad insight regarding management in general,
which he cultivated over many years through his involvement with financial institutions and operating companies. Nikko Co.,
Ltd. requests to elect him as Outside Corporate Auditor to benefit from his expertise in auditing and giving guidance
regarding compliance of management execution, etc. from an objective and neutral standpoint.

11

Candidate
numberName(Date of birth)

Brief personal history, position and responsibility at Nikko Co., Ltd.
(important concurrent positions)
April 1979
February 2009

Naoki Ota
(Date of birth: March 1,
1955)

2

New appointment

March 2011
March 2013
March 2016

Joined Nitto Seiko Co., Ltd.
Representative Director and President of Wacoh
Corporation
Director of Nitto Seiko Co., Ltd.
Director and Manager of Fastener Division of Nitto
Seiko Co., Ltd.
Full-time Auditor of Nitto Seiko Co., Ltd. (current)

The number ofshares thecandidate holds in
the Company

None<Important concurrent position>
Full-time Auditor of Nitto Seiko Co., Ltd.
[Reason for nomination as candidate for Outside Corporate Auditor]
Naoki Ota has extensive corporate management knowledge and broad insight regarding management in general, which hecultivated over many years through his involvement with management of operating companies. Nikko Co., Ltd. requests toelect him as Outside Corporate Auditor to benefit from his expertise in auditing and giving guidance regarding compliance ofmanagement execution, etc. from an objective and neutral standpoint.

Tsuyoshi
Fukui

October 1991
August 1995
April 2018

Joined Kobe Office of Century Audit Corporation(current Ernst & Young ShinNihon LLC)
Certified as Certified Public Accountant of Japan
Joined Kobe Office of RSM Seiwa (current)

None(Date of birth: July 24,
1965)

3

New appointment[Reason for nomination as candidate for Outside Corporate Auditor]
Nikko Co., Ltd. requests to elect Tsuyoshi Fukui as Outside Corporate Auditor to benefit from his expertise in auditing andgiving guidance regarding compliance of management execution, etc. from an objective and neutral standpoint with his
technical insight as a Certified Public Accountant. While he is a candidate whose involvement in managing a company has
been only as an outside director or outside auditor in the past, he has an excellent track record with technical insight as a
Certified Public Accountant and has deep knowledge regarding management, based on which, Nikko Co., Ltd. has judgedthat he is capable of appropriately performing the duty as its Outside Corporate Auditor.

(Note)

1. There is no special interest between Nikko Co., Ltd. and each of the candidates.
2. Shigeru Sadakari, Naoki Ota and Tsuyoshi Fukui are candidates for Outside Corporate Auditor.
Nikko Co., Ltd. plans to report to the Tokyo Stock Exchange Naoki Ota and Tsuyoshi Fukui as Independent Corporate Auditors, whose
designation is required by the exchange as auditors who do not cause conflict of interests with general shareholders.
3. Contracts for Limitation of Liability
If Shigeru Sadakari, Naoki Ota and Tsuyoshi Ota are elected as Outside Corporate Auditors, Nikko Co., Ltd. plans to enter into agreements withthem regarding their liability for damages and the maximum amount of their liability under these agreements is the amount provided for in laws
and regulations.

12

Proposal 4 Election of One Substitute Corporate Auditor
The validity of the election of Kenji Kishi, who was elected as a substitute Corporate Auditor at the Ordinary
General Shareholders’ Meeting held on June 23, 2017, expires at the start of this Ordinary General
Shareholders’ Meeting. In anticipation of a situation where the number of Corporate Auditors falls short of thestandard provided for by laws and regulations, Nikko Co., Ltd. once again requests to elect one substituteCorporate Auditor.
Candidate Kenji Kishi is to be elected as a substitute of Corporate Auditor Nobutaka Yasuda.
The validity of the election of a substitute Corporate Auditor can be cancelled with the consent of the Boardof Corporate Auditors and is subject to the resolution of the Board of Directors provided that it is prior to theappointment.
The validity of the preliminary election of the substitute Corporate Auditor is till the start of the Ordinary
General Shareholders’ Meeting held in two years after this Ordinary General Shareholders’ Meeting.
Submission of this proposal has received the consent of the Board of Corporate Auditors.
The candidate for substitute Corporate Auditor is as described below.

Name(Date of birth)

Brief personal history, position and responsibility at Nikko Co., Ltd.
(important concurrent positions)
April 1982
April 2001

Kenji Kishi(Date of birth: June 2,
1959)

Reappointment

April 2003
April 2004
October 2014
April 2015

Joined Nikko Co., Ltd.
Leader, Materials Group, Materials Team, Head OfficePlant, Nikko Co., Ltd.
Leader, Human Resources Group of Nikko Co., Ltd.
Manager, General Affairs Department, Human Resources
Division, Nikko Co., Ltd.
Internal Control Department of Nikko Co., Ltd.
Manager, Internal Control Department, Nikko Co., Ltd.
(current)

The number ofshares the candidate
holds in the
Company

1,000 shares[Reason for nomination as candidate for substitute Corporate Auditor]
Kenji Kishi has experience of being engaged in Nikko Co., Ltd.’s general affairs over many years and is well-versed in the operations as
the Manager of the Internal Control Department. Nikko Co., Ltd. requests to elect him as substitute Corporate Auditor based on the
judgment that if he is appointed as Corporate Auditor, he would leverage his knowledge based on his career and appropriately perform
audit to ensure soundness of the company.
Note: There is no special interest between Nikko Co., Ltd. and the candidate.

13