This English version is not an official translation of the original Japanese document. In cases where any
differences occur between the English version and the original Japanese version, the Japanese version shallprevail. Obara Group Inc. assumes no responsibility for accuracy, correctness or contents of this Englishtext.
(Stock code number: 6877)
December 4, 2017
To Shareholders with Voting Rights:
Yasushi Obara
President
Obara Group Inc.
3-2-10 Chuo-Rinkan, Yamato-shi,
Kanagawa, JapanNOTICE OF
THE 59TH ORDINARY GENERAL MEETING OF SHAREHOLDERS
We would like to express our appreciation for your continued support and patronage.
You are cordially invited to attend the 59th Ordinary General Meeting of Shareholders of Obara Group Inc.
(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. In such case,please review the attached Reference Documents for the General Meeting of Shareholders, indicate
your vote for or against the proposal on the enclosed Voting Rights Exercise Form and return it so that
it is received by 5:00 p.m. on Tuesday, December 19, 2017, Japan time.
1. Date and Time:

Wednesday, December 20, 2017 at 10:00 a.m. Japan time

2. Place:

Reception hall “La Rose” on the 3rd floor of Okura Frontier Hotel Ebina at2-9-50 Chuo, Ebina-shi, Kanagawa, Japan(Please refer to the map of the venue in Japanese attached at the end of thedocument.)

3. Meeting Agenda:
Matters to be reported:

1. The Business Report, Consolidated Financial Statements for theCompany’s 59th Fiscal Year (October 1, 2016 – September 30, 2017) andresults of audits of the Consolidated Financial Statements by theAccounting Auditor and the Audit & Supervisory Board
2. Non-consolidated Financial Statements for the Company’s 59th Fiscal
Year (October 1, 2016 – September 30, 2017)
Matters to be resolved:
Proposal 1:
Proposal 2:
Proposal 3:

Appropriation of Surplus
Election of Six (6) Directors
Election of One (1) Auditor-1-4. Matters Disclosed on the Internet
With regard to the documents provided with this notice, the following documents have been posted on theCompany’s website (http://www.obara-g.com/) in Japanese in accordance with the provisions of laws andregulations and Article 18 of the Articles of Incorporation of the Company. For this reason, they are notincluded in the documents provided with this notice.
(1) Notes to the Consolidated Financial Statements(2) Notes to the Non-consolidated Financial Statements
The Auditors and the Accounting Auditor have audited the aforementioned documents in addition to thedocuments provided with this notice.

When attending the meeting, please submit the enclosed Voting Rights Exercise Form at the reception desk.
Should the documents provided with this notice and the Reference Documents for the General Meeting ofShareholders require revisions by the day before the date of the general meeting of shareholders, the revised
versions will be posted on the Company’s website (http://www.obara-g.com/) in Japanese.

-2-

Reference Documents for the General Meeting of Shareholders
Proposals and References
Proposal 1:
Appropriation of Surplus
It is proposed that the year-end dividend for the fiscal year under review be as follows taking into
consideration factors such as the results of operation for the fiscal year under review and future businessdevelopment.
(1)
Type of dividend property: Cash(2)Matter related to allotment of dividend property and its total amount:
80 yen per share of common stock of the Company
Total amount: 1,463,251,600 yen(3)Effective date for distribution of surplus:
December 21, 2017
Proposal 2:
Election of Six (6) Directors
The terms of office of all five (5) Directors will expire at the conclusion of this General Meeting ofShareholders. Accordingly, the Company proposes to add one (1) Outside Director and elect six (6)Directors in total in order to reinforce its management and supervisory functions.
The candidates are as follows:No.

Name(Date of birth)

Career summary, significant concurrent positions, andpositions and assignment at the Company
January 1994
August 2000
August 2000
August 2001
August 2001

1

Yasushi Obara(May 1, 1968)

October 2004
December 2004
July 2011
October 2011
October 2017
December 1984
May 1997
June 2000

2

June 2000
Norifumi Kobayashi(September 11, 1962) August 2000
August 2011
December 2011
October 2012

Joined the Company
Director, SPEEDFAM CO., LTD.
Director, SPEEDFAM INC. (to present)
Senior Managing Director, SPEEDFAM CO., LTD.
Director, SAKUSEIKI CO., LTD. (currently, SPEEDFAM
NAGANO CO., LTD.) (to present)
Executive Vice President (Representative Director),SPEEDFAM CO., LTD.
Director, the Company
Representative Director, the Company
President (Representative Director), the Company (to present)
President (Representative Director), SPEEDFAM CO., LTD.
(to present)
Joined SPEEDFAM CO., LTD.
Manager, Administration Division, SPEEDFAM CO., LTD.
Director, SPEEDFAM CLEAN SYSTEM CO., LTD. (topresent)
Director, SAKUSEIKI CO., LTD. (currently, SPEEDFAM
NAGANO CO., LTD.)
Director, SPEEDFAM CO., LTD. (to present)
Director, the Company (to present)
Director, OBARA KOREA CORP. (to present)
President (Representative Director), SPEEDFAM NAGANOCO., LTD. (to present)-3-

Number ofshares of theCompany held(shares)

2,571,110(2,508)1,987(1,119)

No.

Name
(Date of birth)

Career summary, significant concurrent positions, andpositions and assignment at the Company
April 1994
July 1996

34

September 2001
Ken Shuzawa
December 2004
(November 20, 1964) October 2011
December 2011
December 2011
December 2011
September 1985
October 1999
October 2005
October 2008
Mitsuhisa Yamashita
November 2012
(June 7, 1953)
October 2013

5Tomoo Onishi(January 25, 1972)*6

Koji Makino(October 7, 1966)

December 2013
April 1999
February 2004
September 2006
December 2006December 2015
August 1992
October 2001
July 2003
January 2006
February 2009
September 2012
June 2013
December 2015
September 2016

1.
2.
3.

4.

5.

6.

Joined the Company
Chief Executive Officer, OBARA (NANJING) MACHINERY& ELECTRIC CO., LTD.
Chief Executive Officer, OBARA (SHANGHAI) CO., LTD.
Director, the Company (to present)
Director, OBARA CORP. (to present)
Chairman, OBARA (NANJING) MACHINERY &ELECTRIC CO., LTD. (to present)
Director, OBARA CORP. USA (to present)
Chairman, OBARA (SHANGHAI) CO., LTD. (to present)
Joined the Company
General Manager, Second Sales Department, the Company
Officer / Yamanashi Plant Manager, the Company
General Manager, Administration Division, the Company
Executive Vice President (Representative Director), OBARA
CORP.
President (Representative Director), OBARA CORP. (topresent)
Director, the Company (to present)
Registered as a certified public accountant
Registered as a certified public tax accountant
Representative, MIKASA TAX CORPORATION (to present)
Auditor, the Company
Director, the Company (to present)
Registered as a certified public accountant
Registered as a certified public tax accountant
Director, DAN CONSULTING CO., LTD.
Established MAKINO KOJI CERTIFIED PUBLICACCOUNTANT OFFICE
Representative Director, BE1 & CO. (to present)
Outside Corporate Auditor, DIGITAL GARAGE, INC.
Outside Audit and Supervisory Board Member, INAGEYA
CO., LTD. (to present)
Auditor, the Company (to present)
Outside Director, Audit and Supervisory Committee Member,
DIGITAL GARAGE, INC. (to present)

Number ofshares of theCompany held

9,500(645)8,000(103)

1,900(109)100(-)* indicates a new candidate for Director.
There is no special interest between each candidate and the Company.
Messrs. Tomoo Onishi and Koji Makino are candidates for Outside Directors.
The Company has submitted a notification designating Messrs. Tomoo Onishi and Koji Makino as independent
officers to the Tokyo Stock Exchange in accordance with the regulations of the Tokyo Stock Exchange. If the electionof both candidates is approved, the Company will continue to designate them as independent officers of the Company.
As Mr. Tomoo Onishi has an extensive experience and knowledge as a certified public accountant, the Company
believes that he will actively provide recommendations on the Company’s management from an independent
standpoint as Outside Director and that he will contribute to the improvement of transparency of the Company’smanagement and the reinforcement of the Company’s supervisory function. Therefore, the Company proposes to electhim as Outside Director.
As Mr. Koji Makino has an extensive experience and knowledge as a certified public accountant, the Company
believes that he will actively provide recommendations on the Company’s management from an independent
standpoint as Outside Director and that he will contribute to the improvement of transparency of the Company’smanagement and the reinforcement of the Company’s supervisory function. Therefore, the Company proposes to electhim as Outside Director.
The Company has entered into agreements to limit liability for damages as prescribed in Article 423, Paragraph 1 of theCompanies Act with Messrs. Tomoo Onishi and Koji Makino in accordance with the provisions of Article 427,Paragraph 1 of the same Act. If both candidates are elected as originally proposed, such liability limitation agreements
will continue to be effective. The maximum amount of liability under such agreements will be the higher of 10 million
yen or the minimum amount of liability prescribed in Article 425, Paragraph 1 of the Companies Act.

-4-Mr. Tomoo Onishi currently serves as Outside Director of the Company. He will have served as Outside Director fortwo (2) years at the conclusion of this General Meeting of Shareholders.
8. Mr. Koji Makino currently serves as Outside Auditor of the Company. He will have served as Outside Auditor for two(2) years at the conclusion of this General Meeting of Shareholders.
9. The numbers in the parenthesis in the column “Number of shares of the Company held” above represent the numberof shares held through the directors’ shareholding association as of October 5, 2017, which are not included in thenumber of shares specified before the parentheses.
10. The number of shares held by Yasushi Obara includes 1,084,500 shares which are managed by himself.
7.

Proposal 3:
Election of One (1) Auditor
The term of office of Auditor, Koji Makino will expire at the conclusion of this General Meeting ofShareholders. Accordingly, the Company proposes to elect one (1) Auditor.
As Ms. Masako Takahashi will be elected as a substitute for Mr. Koji Makino, her term of office will
expire at the expiration of the term of office of the resigned Auditor in accordance with the provisions ofthe Articles of Incorporation of the Company.
The Audit & Supervisory Board has already given its prior consent to this proposal.
The candidate for Auditor is as follows:Name(Date of birth)

Masako Takahashi(January 13, 1969)

Career summary, significant concurrent positions,and positions at the CompanyApril 1999
February 2002
November 2011

1.
2.
3.

4.

5.

Registered as a certified public accountant
Established MASAKO TAKAHASHI CERTIFIED PUBLICACCOUNTANT OFFICE
Registered as a certified public tax accountant

Number ofshares of theCompany held(shares)-Ms. Masako Takahashi is a new candidate for Auditor.
There is no special interest between Ms. Masako Takahashi and the Company.
Ms. Masako Takahashi is a candidate for Outside Auditor.
Ms. Masako Takahashi has satisfied the requirements of independence prescribed by the Tokyo Stock Exchange. If she
is elected as originally proposed, she will be a new independent officer.
As Ms. Masako Takahashi has an extensive experience and knowledge as a certified public accountant, the Company
believes that she will perform a fair audit as Outside Auditor. Therefore, the Company proposes to elect her as Outside
Auditor.
If Ms. Masako Takahashi is elected as originally proposed, the Company will enter into an agreement to limit liability
for damages as prescribed in Article 423, Paragraph 1 of the Companies Act with Ms. Masako Takahashi in accordancewith the provisions of Article 427, Paragraph 1 of the same Act. The maximum amount of liability under suchagreement is the higher of 10 million yen or the minimum amount of liability prescribed in Article 425, Paragraph 1 ofthe Companies Act.

-5-