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, 2019
To Shareholders with Voting Rights:
Yasushi Obara
President
Obara Group Inc.
3-2-10 Chuo-Rinkan, Yamato-shi,
Kanagawa, JapanNOTICE OF
THE 61ST 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 61st 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 Thursday, December 19, 2019, Japan time.
1. Date and Time:

Friday, December 20, 2019 at 10:00 a.m. Japan time

2. Place:

Reception hall “La Rose” on the 3rd floor of Rembrandt Hotel Ebina at
2-9-50 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 61st Fiscal Year (October 1, 2018 – September 30, 2019) 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 61st Fiscal
Year (October 1, 2018 – September 30, 2019)

Matters to be resolved:
Proposal 1:
Proposal 2:
Proposal 3:
Proposal 4:

Appropriation of Surplus
Election of Five (5) Directors
Election of Three (3) Auditors
Granting of Retirement Benefits to Retiring 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:
70 yen per share of common stock of the Company
Total amount: 1,261,569,330 yen(3)Effective date for distribution of surplus:
December 23, 2019

Proposal 2:
Election of Five (5) Directors
The terms of office of all six (6) Directors will expire at the conclusion of this General Meeting ofShareholders. Accordingly, the Company proposes to elect five (5) Directors.
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

2June 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 CompanyRepresentative 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 NAGANO
CO., LTD. (to present)-3-

Number ofshares of theCompany held(shares)

2,571,110(2,760)

3,187
(197)

No.

3

Name
(Date of birth)

Career summary, significant concurrent positions, andpositions and assignment at the Company

September 1985
October 1999
October 2005
October 2008
Mitsuhisa Yamashita
November 2012
(June 7, 1953)
October 2013

4Tomoo Onishi(January 25, 1972)

5

Koji Makino(October 7, 1966)

December 2013
April 1999
February 2004
September 2006
December 2006
December 2015
August 1992
October 2001
July 2003
January 2006
February 2009
September 2012
June 2013
December 2015
September 2016
December 2017

1.
2.

3.

4.

5.

6.
7.
8.

9.

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
Outside Director, Audit and Supervisory Committee Member,
DIGITAL GARAGE, INC. (to present)
Director, the Company (to present)

Number ofshares of theCompany held

8,000(160)

1,900(166)100(-)

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’s
management 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’s
management 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.
Mr. Tomoo Onishi currently serves as Outside Director of the Company. He will have served as Outside Director for
four (4) years at the conclusion of this General Meeting of Shareholders.
Mr. Koji Makino 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.
The numbers in the parenthesis in the column “Number of shares of the Company held” above represent the number ofshares held through the directors’ shareholding association as of October 4, 2019, which are not included in thenumber of shares specified before the parentheses.
The number of shares held by Mr. Yasushi Obara includes 1,084,500 shares which are managed by himself.

-4-Proposal 3:
Election of Three (3) Auditors
The terms of office of all three (3) Auditors will expire at the conclusion of this General Meeting ofShareholders. Accordingly, the Company proposes to elect three (3) Auditors.
The Audit & Supervisory Board has already given its prior consent to this proposal.
The candidates for Auditors are as follows:No.

Name(Date of birth)

1Masashi Suyama(January 17, 1952)

Career summary, significant concurrent positions, andpositions at the Company
April 1975
May 2008
December 2014
April 1999
February 2002

2Masako Takahashi(January 13, 1969)*3

Kiyoshi Takai(April 19, 1960)
1.
2.
3.

4.

5.

6.

7.

8.

November 2011
December 2017
August 2019
March 1992
October 2004
October 2013

Joined Kao Soap Co., Ltd. (currently, Kao Corporation)
Audit & Supervisory Board Member, Kao Customer
Marketing Co., Ltd.
Auditor, the Company (to present)
Registered as a certified public accountant
Established MASAKO TAKAHASHI CERTIFIED PUBLICACCOUNTANT OFFICE
Registered as a certified public tax accountantAuditor, the Company (to present)
Outside Auditor, Paidy Inc. (to present)
Joined the Company
General Manager, Accounting Division, the Company
General Manager, Administration Division, the Company

Number ofshares of theCompany held(shares)
100(352)(-)

400(304)

The asterisk mark (*) indicates a new candidate for Auditor.
There is no special interest between each candidate and the Company.
Mr. Masashi Suyama and Ms. Masako Takahashi are candidates for Outside Auditor.
The Company has submitted a notification designating Mr. Masashi Suyama and Ms. Masako Takahashi asindependent officers to the Tokyo Stock Exchange in accordance with the regulations of the Tokyo Stock Exchange. Ifthe election of both candidates is approved, the Company will continue to designate them as independent officers ofthe Company.
As Mr. Masashi Suyama has an extensive experience and knowledge of manufacturing industry, the Company believes
that he will perform a fair audit as Outside Auditor. Therefore, the Company proposes to elect him as Outside Auditor.
Mr. Masashi Suyama will have served as Outside Auditor for five (5) years at the conclusion of this General Meetingof Shareholders.
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. Ms. Masako Takahashi will have served as Outside Auditor for two (2) years at the conclusion of this General
Meeting of Shareholders.
The Company has entered into agreements to limit liability for damages as prescribed in Article 423, Paragraph 1 ofthe Companies Act with Mr. Masashi Suyama and Ms. Masako Takahashi in accordance with the provisions of Article427, Paragraph 1 of the same Act. If both candidates are elected as originally proposed, such liability limitationagreements will continue to be effective. The maximum amount of liability under such agreements will be the higherof 10 million yen or the minimum amount of liability prescribed in Article 425, Paragraph 1 of the Companies Act.
If Mr. Kiyoshi Takai is elected as originally proposed, the Company will enter into an agreement to limit liability fordamages as prescribed in Article 423, Paragraph 1 of the Companies Act with Mr. Kiyoshi Takai in accordance with theprovisions of Article 427, Paragraph 1 of the same Act. The maximum amount of liability under such agreement will be
the higher of 10 million yen or the minimum amount of liability prescribed in Article 425, Paragraph 1 of the Companies
Act.
The numbers in the parenthesis in the column “Number of shares of the Company held” above represent the number ofshares held through the directors’ shareholding association as of October 4, 2019 and the employees’ shareholding
association as of October 29, 2019, which are not included in the number of shares specified before the parentheses.

-5-Proposal 4:

Granting of Retirement Benefits to Retiring Auditor

The Company proposes retirement benefits within the range of the amount corresponding to standards
stipulated by the Company to be granted to Mr. Hiroshi Taniuchi who will retire from the position ofAuditor at the conclusion of this General Meeting of Shareholders, as a reward for his contributions during
his terms of office as Auditor.
The Company also requests that the specific amount, the timing, and method be left to the discretion ofAuditors. The Company derecognized provision (reserve) for retirement benefits for directors (and otherofficers) on December 31, 2003that had been provided with a strong relation to seniority. Accordingly, theretirement benefits to be paid to Mr. Hiroshi Taniuchi shall be within the amount of the provision accrued
before December 31, 2003.
The career summary for the retiring Auditor is as follows:
NameHiroshi TaniuchiOctober, 1995
December, 2000

Career summary
General Manager, Accounting Division, the Company
Auditor, the Company-6-