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.
(Securities Code 7701)
May 31, 2018
To Shareholders with Voting Rights:
Teruhisa Ueda
Representative Director, President & CEO
SHIMADZU CORPORATION
1, Nishinokyo Kuwabara-cho,
Nakagyo-ku, Kyoto, JapanNOTICE OF
THE 155TH ANNUAL GENERAL MEETING OF SHAREHOLDERS
Dear Shareholders:
You are cordially invited to attend the 155th Annual General Meeting of Shareholders of SHIMADZUCORPORATION (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 theenclosed Voting Rights Exercise Form) or by electromagnetic means (via the Internet etc.). Please review theattached Reference Documents for the General Meeting of Shareholders and exercise your voting rights by
5:00 p.m. on Tuesday, June 26, 2018, Japan standard time (hereinafter JST).
1. Date and Time:

Wednesday, June 27, 2018 at 10:00 a.m. (JST)

2. Place:

Main Hall at the Head Office
1, Nishinokyo Kuwabara-cho, Nakagyo-ku, Kyoto, Japan

3. Meeting Agenda:
Matters to be reported: 1. The Business Report, Consolidated Financial Statements for the 155th Fiscal
Year (April 1, 2017 - March 31, 2018) and results of audits of theConsolidated Financial Statements by the Accounting Auditor and the Audit& Supervisory Board
2. Non-consolidated Financial Statements for the 155th Fiscal Year (April 1,2017 - March 31, 2018)
Matters to be resolved:
Appropriation of Surplus
Proposal 1:
Partial Amendments to the Articles of Incorporation
Proposal 2:
Election of Eight (8) Directors, Members of the Board
Proposal 3:
Election of One (1) Substitute Audit & Supervisory Board Member
Proposal 4:-1-

Instructions for the Exercise of Voting Rights
The following methods are available for exercising voting rights. Please review the attached Reference

Documents for the General Meeting of Shareholders from Page 4 onward and exercise your voting
rights.
If you are able to attend the meeting
Please submit the enclosed Voting Rights Exercise Form at the reception desk.
Date and time: 10:00 a.m. Wednesday, June 27, 2018 (JST)If you are unable to attend the meeting
You can exercise your voting rights in writing or by electromagnetic means.


Exercise of voting rights in writing

Please indicate your vote for or against the proposals on the enclosed Voting Rights Exercise Form bymail so that we can receive it no later than the following deadline.
Deadline: 5:00 p.m. Tuesday, June 26, 2018 (JST)Exercise of voting rights via the Internet etc.

Please access the Company’s designated website (https://evote.tr.mufg.jp/) from a computer, asmartphone, and/or a mobile phone, enter your “Login ID” and “Temporary Password”, both of which
are noted on the Voting Rights Exercise Form, follow the on-screen instructions and exercise yourvoting rights.
For details, please refer to Page 3.
Deadline: 5:00 p.m. Tuesday, June 26, 2018 (JST)Handling of duplicate voting

1) If the voting rights are exercised both in writing and by electromagnetic means and the vote for thesame proposal differs, the exercise of voting rights by electromagnetic means shall be deemed valid.
2) If the voting rights are exercised by electromagnetic means multiple times and the vote for the same
proposal differs, the last exercise of voting rights shall be deemed valid.

◎◎

Of the documents required to be appended to this Notice of Convocation as attachments, the Consolidated
Statement of Changes in Net Assets and the Notes to the Consolidated Financial Statements, which are partof the Consolidated Financial Statements, and the Statement of Changes in Net Assets and the Notes to the
Non-consolidated Financial Statements, which are part of the Non-consolidated Financial Statements, havebeen posted on the Company’s website (https://www.shimadzu.co.jp/) in accordance with laws andregulations and Article 15 of the Articles of Incorporation of the Company, and are therefore not included in
the attached documents. The Consolidated Statement of Changes in Net Assets and the Notes to theConsolidated Financial Statements as well as the Statement of Changes in Net Assets and the Notes to the
Non-consolidated Financial Statements were audited by the Accounting Auditor and the Audit &Supervisory Board as part of the Consolidated Financial Statements and the Non-consolidated Financial
Statements in preparing the Audit Report.
Should matters to be described in the Reference Documents for the General Meeting of Shareholders require
revisions, the revised versions will be posted on the Company’s website (https://www.shimadzu.co.jp/).

-2-

Guide to the Exercise of Voting Rights by Electromagnetic Means (via the Internet etc.)
If you exercise your voting rights via the Internet, please check the following items.
If you are attending the meeting, it is unnecessary to exercise your voting rights in writing or byelectromagnetic means (via the Internet etc.).
1. Exercise of Voting Rights Website(1) Exercising your voting rights via the Internet is possible only by accessing the Company’s
designated website (https://evote.tr.mufg.jp/), from a computer, smartphone, and/or mobile phone(i-mode, EZweb, or Yahoo! Keitai). (Please note that the website is unavailable from 2:00 a.m. to
5:00 a.m. every day.)* “i-mode”, “EZweb”, and “Yahoo!” are trademarks or registered trademarks of NTT DOCOMO Inc.,
KDDI CORPORATION and Yahoo! Inc. (U.S.) respectively.
(2) In some cases, you may not be able to use the website for exercising voting rights, depending upon
the network environment at accessing the Internet (*), the service and/or the equipment you areusing.
(*) the use of a firewall, the use of antivirus software, the use of a proxy server, and/or unavailabilityof TLS encrypted transmission etc.
(3) To exercise your voting rights on mobile phones, please use i-mode, EZweb, or Yahoo! Keitai
services. For security reasons, you cannot vote by a mobile phone that does not have the function of
TLS encrypted transmission or transmission of phone ID information.
(4) Exercising voting rights via the Internet is available until 5:00 p.m. on Tuesday, June 26, 2018.
Shareholders are requested to do so as early as possible. If you have any questions, please contact
our Help Desk.
2. Exercise of Voting Rights via the Internet(1) Please enter your “Login ID” and “Temporary Password”, both of which are noted on the Voting
Rights Exercise Form and follow the instructions on your computer screen to exercise your voting
rights.
(2) To prevent unauthorized access by persons who are not qualified shareholders (“impersonation”) andmanipulation of voting details, please be aware that shareholders using this site will be asked tochange their temporary passwords.
(3) You will be provided with a new “Login ID” and “Temporary Password” each time a General
Meeting of Shareholders in convened.
3. Fees for Accessing the Exercise of Voting Rights Website
Any fees (such as Internet access fees, telephone charges, packet transmission fees, etc.) will be borne byshareholders.
For inquiries about the system and other matters, contact:
Securities Business Division (Help Desk), Mitsubishi UFJ Trust and Banking Corporation
Phone: (0120) 173-027 (Toll Free) (available from 9:00 to 21:00) (Japan only)<Electronic Platform for Exercising Voting Rights>
Institutional investors can use the Electronic Voting Platform operated by ICJ, Inc. if they submit anapplication to do so in advance.

-3-Reference Documents for the General Meeting of
Shareholders
Proposals and References
Proposal 1:
Appropriation of Surplus
The Company views the return of profits to shareholders as a key management objective. The Company’s
basic policy is to maintain stable dividends while taking into consideration earnings performance and cash
flows comprehensively. The Company will utilize its internal reserves for investments that will lead to theCompany’s growth and increase the profitability over the medium- to long- term, such as capital, R&D andstrategic investments.
Based on this policy, with respect to the appropriation of surplus (year-end dividend) for the fiscal year
ended March 31, 2018, taking into consideration the earnings performance for the year and businessdevelopment from now on, the Company proposes payment of a dividend of 13 yen per share, an increase of
3 yen per share as shown below. Combined with the interim dividend, the total annual dividend will be 24
yen per share, an increase of 4 yen from the previous fiscal year.
1.
2.

3.

Type of dividend property
CashMatters related to the allotment of dividend property to shareholders and the total amount
13 yen per share of common stock of the Company
Total amount: 3,832,692,318 yen
Effective date of distribution of surplus
June 28, 2018

Year-end dividend
per share for FY2017

Increaseby
3 yen

13 Yen(Interim dividend 11 yen,annual dividend 24 yen)

FY2017 payout ratio

23.7%

-4-

Proposal 2:

Partial Amendments to the Articles of Incorporation[1] Reasons for the amendments
1. The Company has introduced the executive officer system since 2013 and been working to segregate
execution from supervision. For the purpose of the optimum and flexible appointment of the President
who will serve as the Chief Executive Officer, the Company proposes to partially amend Article 14(Person to Convene Meeting and Chairman thereat), Article 20 (Executive Directors) Paragraph 1,
Article 21 (Representative Directors), and Article 22 (Person to Convene Meetings of the Board of
Directors and Chairman Thereat) of the current Articles of Incorporation in order to enable appointmentof the President not only from among Directors, Members of the Board, but also from among Executive
Officers and Corporate Officers.
2. In order to maintain the management structure capable of quickly responding to the expected changes inbusiness environment, the Company proposes to change the maximum number of Directors stipulated
in Article 18 (Number and Manner of Appointment of Directors) Paragraph 1 of the current Articles ofIncorporation and makes it suitable for the actual situation.
[2] Details of the amendments
Details of the amendments are as follows.
(Underlined parts are to be amended.)
Current Articles of Incorporation

Proposed Amendments

CHAPTER III. GENERAL MEETING OF

CHAPTER III. GENERAL MEETING OF

SHAREHOLDERS
Article 14. Person to Convene Meeting and Chairman

SHAREHOLDERS
Article 14. Person to Convene Meeting and Chairman

thereat
1. The general meetings of shareholders shall be

thereat
1. The general meetings of shareholders shall be

convened by the President, who shall act as chairman
thereat.

convened by a Director, pursuant to thepredetermined order set forth in the resolution of the

2. If the President is prevented from so acting, pursuant

Board of Directors, who shall act as chairman thereat.
[Deleted]

to the predetermined order set forth in the resolutionof the Board of Directors, one of the other Directors
shall act in his place.
Article 15

Article 15|
Article 17|
Article 17[Omitted]

CHAPTER Ⅳ. DIRECTORS AND BOARD OF
DIRECTORS[Unchanged]

CHAPTER Ⅳ. DIRECTORS AND BOARD OF
DIRECTORS

Article 18. Number and Manner of Appointment of
Directors

Article 18. Number and Manner of Appointment of
Directors

1. The Corporation shall have not more thantwenty-eight (28) Directors, who shall be appointed at

1. The Corporation shall have not more than fifteen (15)Directors, who shall be appointed at general meetings

general meetings of shareholders.

of shareholders.

2.

2.

|
3.

[Omitted]|
3.

[Unchanged]

Article 19.

[Omitted]

Article 19.

[Unchanged]-5-Article 20. Executive Directors
1. The Corporation may, by a resolution of the Board of

Article 20. Executive Directors
1. The Corporation may, by a resolution of the Board of

Directors, elect one Chairman of the Board, one
President and one or more Executive Vice Presidents

Directors, elect one Chairman of the Board, one
President and one or more Executive Vice Presidents

and other Executive Directors among Directors.

and other Executive Directors among Directors:
provided, however, the President may be elected fromamong Executive Officers and Corporate Officers.

2.

2.

|
5.

[Omitted]|
5.

[Unchanged]

Article 21. Representative Directors
1. The President shall be the Representative Director of

Article 21. Representative Directors
1. The Corporation shall elect the Representative

the Corporation.
2. In addition to the foregoing paragraph, the2.

Director(s) by a resolution of the Board of Directors.
[Deleted]

Representative Director(s) of the Corporation may beelected by a resolution of the Board of Directors.
Article 22. Person to Convene Meetings of the Board of
Directors and Chairman Thereat

Article 22. Person to Convene Meetings of the Board of
Directors and Chairman Thereat

The Chairman of the Board shall convene meetings ofthe Board of Directors and act as chairman thereat;

The Chairman of the Board shall convene meetings ofthe Board of Directors and act as chairman thereat;

provided, however, that if a Chairman of the Board
has not been elected or if the Chairman of the Board isprovided, however, that if a Chairman of the Board
has not been elected or if the Chairman of the Board isunable to act, the President shall act in his place. If the
President is unable to act, one of the other Directors,

unable to act, one of the other Directors, pursuant to
the predetermined order set forth by the Board of

pursuant to the predetermined order set forth by the
Board of Directors, shall convene meetings of the

Directors, shall convene meetings of the Board of
Directors and act as chairman thereat.

Board of Directors and act as chairman thereat.
Article 23

Article 23|
Article 39|
Article 39[Omitted]-6-[Unchanged]

Proposal 3:

Election of Eight (8) Directors, Members of the Board

The terms of office of all eight (8) Directors, Members of the Board will expire at the closing of thisAnnual General Meeting of Shareholders. Accordingly, the Company proposes the election of eight (8)Directors, Members of the Board.
The candidates for Director, Member of the Board are as follows.
Current positions and responsibilities
at the Company

No.

Name

1

Akira Nakamoto

Reappointment

2

Teruhisa Ueda

Reappointment

Chairman and Representative Director
Chairman of the Board
Representative Director,

President & CEO

3

Hiroshi Fujino

Reappointment

4

Yasuo Miura

Reappointment

5

Koji Furusawa

Reappointment

6

Minoru Sawaguchi

Reappointment

Outside Director

7

Taketsugu Fujiwara

Reappointment

Outside Director
Independent Officer

8

Hiroko Wada

Reappointment

Outside Director
Independent Officer

Director, Member of the Board
Senior Managing Executive Officer
In charge of Risk Management
General Manager, Aircraft Equipment
Division
Director, Member of the Board
Senior Managing Executive Officer
In charge of Finance and Accounting,and Corporate Marketing
General Manager, Tokyo OfficeDirector, Member of the Board
Senior Managing Executive Officer
In charge of Corporate Strategy
Planning, Investor Relations, andPublic Relations
Director, Member of the Board(part-time)
Director, Member of the Board(part-time)
Director, Member of the Board(part-time)

Attendanceat Board of
Directors’
meetings
100%(15/15)100%(15/15)100%(15/15)100%(15/15)100%(11/11)100%(15/15)100%(15/15)100%(15/15)(Note) As for the attendance at the Board of Directors’ meetings of Mr. Koji Furusawa, the Board Meetings applicable to him were
only those held subsequent to his assumption of office on June 29, 2017.

-7-

No.

Name
(Date of birth)

Akira Nakamoto(November 25, 1945)

Career summary, positions and responsibilities,
and significant concurrent positions
April 1969
Joined the Company
June 2001
Director, Member of the Board
June 2005
Managing Director
June 2007
Senior Managing Director
June 2009
President and Representative Director
June 2013
CEO
June 2015
Chairman and Representative Director (topresent)
June 2015
Chairman of the Board (to present)[Significant concurrent position]
Outside Director, Furukawa Electric Co., Ltd.

1

<Reappointment>

Number ofshares of theCompany held:
60,519Years served as
Director,
Member of theBoard:
17 years(at the closing of thisMeeting)

Attendance atBoard ofDirectors’
meetings in
FY2017:15/15 (100%)[Reasons for nomination as a candidate for Director, Member of the Board]
As the Chairman of the Board, Mr. Akira Nakamoto is running the Board appropriately
and is striving to enhance corporate value by strengthening corporate governance. He has
profound insight, abundant experience and a distinguished track record. Therefore, theCompany expects that he is suitable to serve as a Director, Member of the Board in orderto strengthen the Board’s functions for decision-making on important matters and formonitoring and oversight of business execution, and has nominated him again as a
candidate for Director, Member of the Board.

(Note) There are no special interests between Mr. Akira Nakamoto and the Company.

-8-

No.

Name
(Date of birth)

Career summary, positions and responsibilities,
and significant concurrent positions
April 1982
June 2007
June 2007

Teruhisa Ueda
(May 14, 1957)

June 2011
June 2011
June 2013
June 2014
June 2015

2

June 2015<Reappointment>

Joined the Company
Corporate Officer
Deputy General Manager, Analytical and
Measuring Instruments Division
Director, Member of the Board
General Manager, Analytical and Measuring
Instruments Division
Managing Executive Officer
Senior Managing Executive Officer
President and Representative Director (topresent)
CEO (to present)

Number ofshares of theCompany held:
15,195
Years served as
Director,
Member of theBoard:
7 years(at the closing of thisMeeting)

Attendance atBoard ofDirectors’
meetings in
FY2017:15/15 (100%)[Reasons for nomination as a candidate for Director, Member of the Board]
Responsible for management of the Group as the CEO, Mr. Teruhisa Ueda is accurately
conducting his duties at the Board of Directors in terms of decision-making on importantmatters and oversight of execution of business. Based on his strong leadership, abundantbusiness experience and track record, the Company expects that he is suitable to serve asa Director, Member of the Board of the Company promoting the medium-term
management plan and leading the Group to achieve sustainable growth and enhance
corporate value, and has nominated him again as a candidate for Director, Member of theBoard.

(Note) There are no special interests between Mr. Teruhisa Ueda and the Company.

-9-

No.

Name
(Date of birth)

Hiroshi Fujino(June 21, 1955)

3<Reappointment>

Career summary, positions and responsibilities,
Number ofand significant concurrent positions
shares of theApril 1979
Joined the Company
Company held:
June 2005
General Manager, International Marketing
18,408Division
Years served asJune 2007
Corporate Officer
Director,
June 2009
General Manager, Corporate Strategy Planning
Member of the
Department
Board:
June 2012
Director, Member of the Board (to present)
6 years
June 2012
In charge of Corporate Strategy Planning &(at the closing of thisInvestor Relations
Meeting)June 2013
Managing Executive Officer
Attendance atJune 2013
In charge of Public Relations
Board ofJune 2015
Senior Managing Executive Officer (to present)
Directors’
June 2015
In charge of Global Environmental Management
meetings inJune 2017
In charge of Risk Management (to present)
FY2017:
June 2017
General Manager, Aircraft Equipment Division
15/15 (100%)(to present)[Reasons for nomination as a candidate for Director, Member of the Board]
Responsible for risk management and the aircraft equipment business as a Senior
Managing Executive Officer, Mr. Hiroshi Fujino is fulfilling accountability to the Boardand is involved in decision-making on important business execution. Based on his
abundant business experience abroad and track record as well as extensive knowledge
about management strategy, the Company expects that he is capable of further
contributing to the Group’s sustainable growth and enhancement of corporate value, andhas nominated him again as a candidate for Director, Member of the Board.

(Note) There are no special interests between Mr. Hiroshi Fujino and the Company.

- 10 -

No.

Name(Date of birth)

Yasuo Miura(April 25, 1957)

4<Reappointment>

Career summary, positions and responsibilities,
and significant concurrent positions
April 1980
Joined the Company
April 2005
General Manager, Corporate Strategy Planning
Department
June 2007
Corporate Officer
June 2009
President, Shimadzu Europa GmbH (Germany)
June 2013
Director, Member of the Board (to present)
June 2013
Managing Executive Officer
June 2013
In charge of Finance (currently Finance andAccounting) and Corporate Marketing (topresent)
June 2015
General Manager, Tokyo Office (to present)
June 2017
Senior Managing Executive Officer (to present)

Number ofshares of theCompany held:
16,404Years served as
Director,
Member of theBoard:
5 years(at the closing of thisMeeting)

Attendance atBoard ofDirectors’
meetings in
FY2017:15/15 (100%)[Reasons for nomination as a candidate for Director, Member of the Board]
Responsible for Finance and Accounting and Corporate Marketing as a Senior Managing
Executive Officer, Mr. Yasuo Miura is fulfilling accountability to the Board and is
involved in decision-making on important business execution. Based on his abundant
experience and track record in sales operations and management of an overseas subsidiaryand knowledge, the Company expects that he is capable of further contributing to theGroup’s sustainable growth and enhancement of corporate value, and has nominated him
again as a candidate for Director, Member of the Board.

(Note) There are no special interests between Mr. Yasuo Miura and the Company.

- 11 -

Name(Date of birth)

Career summary, positions and responsibilities,
and significant concurrent positions
April 1979
April 2000
October 2003

Koji Furusawa(April 7, 1955)

June 2005
June 2007
June 2009
June 2013
June 2017
June 2017
June 2017

5<Reappointment>

Joined the Company
Chief Representative, Shanghai Office, andGeneral Manager, Analytical Instruments
Division, Shimadzu (Hong Kong) Ltd.
General Manager,
Scientific & Industrial Equipment Department,International Marketing Division, the Company
Deputy General Manager, International
Marketing Division
Managing Director, Shimadzu (Hong Kong) Ltd.
Corporate Officer, the Company
Managing Executive Officer
Director, Member of the Board (to present)
Senior Managing Executive Officer (to present)
In charge of Corporate Strategy Planning,
Investor Relations, and Public Relations (topresent)

Number ofshares of theCompany held:
5,595
Years served as
Director,
Member of theBoard:
1 year(at the closing of thisMeeting)

Attendance atBoard ofDirectors’
meetings in
FY2017:
11/11 (100%)(after his
appointment as a
Director, Member ofthe Board of theCompany)[Reasons for nomination as a candidate for Director, Member of the Board]
Responsible for Corporate Strategy Planning, Investor Relations, and Public Relations asa Senior Managing Executive Officer, Mr. Koji Furusawa is fulfilling accountability to
the Board and is involved in decision-making on important business execution. Based on
his abundant experience and track record in as well as knowledge about international
business and corporate management, the Company expects that he is capable of further
contributing to the Group’s sustainable growth and enhancement of corporate value, andhas nominated him again as a candidate for Director, Member of the Board.

(Note) There are no special interests between Mr. Koji Furusawa and the Company.

- 12 -

No.

Name(Date of birth)

Minoru Sawaguchi(July 23, 1966)

Career summary, positions and responsibilities,
and significant concurrent positions
April 1993
Registered as attorney-at-law
April 1993
Joined Mori Sogo Law Office (currently Mori
Hamada & Matsumoto) (to present)
June 2013
Director, Member of the Board of the Company(to present)[Significant concurrent position]
Visiting professor, Graduate Schools for Law and Politics, The
University of Tokyo

6<Reappointment>
Outside Director

Number ofshares of theCompany held:
0Years served as
Director,
Member of theBoard:
5 years(at the closing of thisMeeting)

Attendance atBoard ofDirectors’
meetings in
FY2017:15/15 (100%)[Reasons for nomination as a candidate for Outside Director]
Mr. Minoru Sawaguchi has profound insight about management and oversight capabilities
based on his abundant experience in corporate legal affairs and corporate governance. He
has been vigorously stating his opinions and providing recommendations at meetings ofthe Board of Directors of the Company. The Company judges that he is suitable forserving as a Director, Member of the Board overseeing management in order to achievesustainable growth and enhancement of corporate value of the Group, and has nominatedhim again as a candidate for Outside Director. Although he has no experience of
involvement in corporate management other than serving as an Outside Director, theCompany expects that he is capable of performing duties as an Outside Director
appropriately for the reasons stated above.

(Notes)1. There are no special interests between Mr. Minoru Sawaguchi and the Company.
2. Mr. Minoru Sawaguchi is a candidate for Outside Director as stipulated in Article 2, Item 15 of the Companies Act.
3. In June 2017, which falls during the term of office of Mr. Minoru Sawaguchi as the Company’s Outside Director, due
to improper practices by the Aircraft Equipment Division with respect to a repair contract with the Ministry of Defense,
the Ministry suspended transactions with the Company, and the suspension was removed in September 2017. Although
he was unaware of these improper practices in advance, he had been providing recommendations from the viewpointof legal compliance in the course of his duties. After detection of the said fact, Outside Directors demanded a thoroughinvestigation and provided recommendations for strengthening the internal control system to prevent recurrence and toensure compliance.
4. The Company has entered into an agreement with Mr. Minoru Sawaguchi to limit his liability pursuant to Article 423,
Paragraph 1 of the Companies Act. The maximum amount of liability pursuant to the agreement is the minimum amountstipulated by laws and regulations if he is without knowledge and is not grossly negligent in performing his duties.
5. Mr. Minoru Sawaguchi satisfies the requirements for independent officers prescribed by the Tokyo Stock Exchange
and the independence standards for Outside Directors and Outside Audit & Supervisory Board Members specified by
the Company. The independence standards for Outside Directors and Outside Audit & Supervisory Board Members
specified by the Company are available on Page 17. He is a partner attorney-at-law at Mori Hamada & Matsumoto. In
the most recent fiscal year, the Company had no business relationship with Mori Hamada & Matsumoto.

- 13 -

No.

Name(Date of birth)

Career summary, positions and responsibilities,
and significant concurrent positions
April 1969

7

Number ofshares of theCompany held:
2,628

Joined Asahi Chemical Industry Co., Ltd.
(currently Asahi Kasei Corporation)
June 2000
Director, Asahi Kasei
June 2003
Senior Executive Officer,
Years served as
Asahi Kasei Corporation
Director,
Taketsugu Fujiwara
April 2009
Vice-Presidential Executive Officer, Asahi Kasei
Member of the(February 19, 1947)
June 2009
Director, Asahi Kasei
Board:
April 2010
President & Representative Director,
4 years(at the closing of thisPresidential Executive Officer, Asahi Kasei
Meeting)
April 2014
Vice Chairman, Asahi Kasei
June 2014
Retired as Director, Asahi Kasei
June 2014
Director, Member of the Board of the Company
Attendance at(to present)
Board ofJune 2015
Standing Counsellor, Asahi Kasei (to present)
Directors’[Significant concurrent positions]
meetings in
Outside Director, KOKUYO Co., Ltd.
FY2017:
Outside Director, IHI Corporation
15/15 (100%)<Reappointment>[Reasons for nomination as a candidate for Outside Director]
Mr. Taketsugu Fujiwara has abundant experience and extensive insight as a manager
Outside Director
through his involvement in management of a global company over many years. He has
Independent Officer
been vigorously stating his opinions and providing recommendations at meetings of theBoard of Directors of the Company. The Company expects that he is suitable for serving
as a Director, Member of the Board overseeing management in order to achievesustainable growth and enhancement of corporate value of the Group, and has nominatedhim again as a candidate for Outside Director.

(Notes)1. There are no special interests between Mr. Taketsugu Fujiwara and the Company.
2. Mr. Taketsugu Fujiwara is a candidate for Outside Director as stipulated in Article 2, Item 15 of the Companies Act.
3. In June 2017, which falls during the term of office of Mr. Taketsugu Fujiwara as the Company’s Outside Director, due
to improper practices by the Aircraft Equipment Division with respect to a repair contract with the Ministry of Defense,
the Ministry suspended transactions with the Company, and the suspension was removed in September 2017. Although
he was unaware of these improper practices in advance, he had been providing recommendations from the viewpointof legal compliance in the course of his duties. After detection of the said fact, Outside Directors demanded a thoroughinvestigation and provided recommendations for strengthening the internal control system to prevent recurrence and toensure compliance.
4. The Company has entered into an agreement with Mr. Taketsugu Fujiwara to limit his liability pursuant to Article 423,
Paragraph 1 of the Companies Act. The maximum amount of liability pursuant to the agreement is the minimum amountstipulated by laws and regulations if he is without knowledge and is not grossly negligent in performing his duties.
5. Mr. Taketsugu Fujiwara satisfies the requirements for independent officers prescribed by the Tokyo Stock Exchange
and the independence standards for Outside Directors and Outside Audit & Supervisory Board Members specified by
the Company. The Company designated him as an independent officer and filed a notification to the said exchange.
The independence standards for Outside Directors and Outside Audit & Supervisory Board Members specified by theCompany are available on Page 17. He serves as Standing Counsellor of Asahi Kasei Corporation. Although theCompany has a business relationship (sales of products) with Asahi Kasei, the amount of transactions with Asahi Kasei
represents less than 0.1% of the Company’s or Asahi Kasei’s consolidated net sales for the most recent fiscal year andthe ratios satisfy the independence standards for Outside Directors and Outside Audit & Supervisory Board Members
specified by the Company. Thus, the Company’s business relationship with Asahi Kasei has no materiality that may
affect his independence.

- 14 -

No.

Name(Date of birth)

Hiroko Wada
(May 4, 1952)

8<Reappointment>
Outside Director
Independent Officer

Career summary, positions and responsibilities,
Number ofand significant concurrent positions
shares of theApril 1977
Joined Procter & Gamble Sunhome Co., Ltd.
Company held:(currently Procter & Gamble Japan K.K.)
1,596
January 1998
Vice President, In charge of Corporate New
Years served as
Ventures, Asia, The Procter & Gamble Company
Director,(U.S.)
Member of the
March 2001
President and Representative Director, Dyson
Board:
Ltd.
2 years
April 2004
President and Representative Director, Chief(at the closing of thisMeeting)
Operating Officer, Toys"R"Us-Japan, Ltd.
AttendanceatNovember 2004 Established Office WaDa (to present)
Board ofMay 2009
Outside Director, Aderans Holdings Co., Ltd.
Directors’(currently Aderans Co., Ltd.)
meetings in
April 2016
Advisor, Nutraceuticals Division, Otsuka
FY2017:
Pharmaceutical Co., Ltd.
15/15 (100%)
June 2016
Director, Member of the Board of the Company(to present)[Reasons for nomination as a candidate for Outside Director]
Ms. Hiroko Wada has a diverse management track record, including as an executive at theheadquarters of a multinational company and as the president of Japanese subsidiaries offoreign companies, and great insight into global marketing. She has been vigorously
stating her opinions and providing recommendations at meetings of the Board of
Directors of the Company. The Company expects that she is suitable for serving as a
Director, Member of the Board overseeing management in order to achieve sustainablegrowth and enhancement of corporate value of the Group, and has nominated her again asa candidate for Outside Director.

(Notes)1. There are no special interests between Ms. Hiroko Wada and the Company.
2. Ms. Hiroko Wada is a candidate for Outside Director as stipulated in Article 2, Item 15 of the Companies Act.
3. In June 2017, which falls during the term of office of Ms. Hiroko Wada as the Company’s Outside Director, due toimproper practices by the Aircraft Equipment Division with respect to a repair contract with the Ministry of Defense,
the Ministry suspended transactions with the Company, and the suspension was removed in September 2017. Although
she was unaware of these improper practices in advance, she had been providing recommendations from the viewpointof legal compliance in the course of her duties. After detection of the said fact, Outside Directors demanded a thoroughinvestigation and provided recommendations for strengthening the internal control system to prevent recurrence and toensure compliance.
4. The Company has entered into an agreement with Ms. Hiroko Wada to limit her liability pursuant to Article 423,
Paragraph 1 of the Companies Act. The maximum amount of liability pursuant to the agreement is the minimum amountstipulated by laws and regulations if she is without knowledge and is not grossly negligent in performing her duties.
5. Ms. Hiroko Wada satisfies the requirements for independent officers prescribed by the Tokyo Stock Exchange and the
independence standards for Outside Directors and Outside Audit & Supervisory Board Members specified by theCompany. The Company designated her as an independent officer and filed a notification to the said exchange. The
independence standards for Outside Directors and Outside Audit & Supervisory Board Members specified by theCompany are available on Page 17. She is the Representative of Office WaDa. In the most recent fiscal year, theCompany had no business relationship with Office WaDa.

- 15 -

Proposal 4:

Election of One (1) Substitute Audit & Supervisory Board Member

In order to ensure that the number of incumbent Outside Audit & Supervisory Board Members does not
fall short of that required by laws and regulations, the election of one (1) substitute Audit & Supervisory
Board Member is proposed.
The Audit & Supervisory Board has previously given its approval to this proposal.
The candidate for substitute Audit & Supervisory Board Member is as follows.
Name(Date of birth)
Motoi Shimadera(October 1, 1974)

Career summary, positions, and significant concurrent positions
April 2000
April 2000

Registered as attorney-at-law
Joined OH-EBASHI LPC & PARTNERS (topresent)

Number ofshares of theCompany held:
0[Reasons for nomination as a candidate for substitute Outside Audit & Supervisory
Board Member]
As an attorney-at-law, Mr. Motoi Shimadera has a broad expertise and abundant experiencein corporate legal affairs. Based on his experience outside the Company, the Company
expects that he can fulfill the role of the Company’s Audit & Supervisory Board Member,and therefore has nominated him as a new candidate for substitute Outside Audit &Supervisory Board Member. Although he has no experience of involvement in corporate
management, the Company expects that he is capable of performing duties as an Outside<New appointment> Audit & Supervisory Board Member appropriately for the reasons stated above.
Substitute Outside
Audit & Supervisory
Board Member(Notes)1. There are no special interests between Mr. Motoi Shimadera and the Company.
2. Mr. Motoi Shimadera is a candidate for substitute Outside Audit & Supervisory Board Member.
3. The Company intends to enter into an agreement with Mr. Motoi Shimadera to limit his liability pursuant to Article 423
Paragraph 1 of the Companies Act. The maximum amount of liability pursuant to the agreement will be the minimum
amount stipulated by laws and regulations if he is without knowledge and is not grossly negligent in performing his
duties.
4. Mr. Motoi Shimadera satisfies the requirements for independent officers prescribed by the Tokyo Stock Exchange andthe independence standards for Outside Directors and Outside Audit & Supervisory Board Members specified by theCompany. The independence standards for Outside Directors and Outside Audit & Supervisory Board Members
specified by the Company are available on Page 17. He is a partner attorney-at-law at OH-EBASHI LPC &PARTNERS. Although the Company has a business relationship (provision of services etc.) with OH-EBASHI LPC &PARTNERS, the amount of transactions with OH-EBASHI LPC & PARTNERS represents less than 0.1% of theCompany’s or OH-EBASHI LPC & PARTNERS’ consolidated net sales for the most recent fiscal year and these ratios
satisfy the independence standards for Outside Directors and Outside Audit & Supervisory Board Members specified
by the Company. Thus, the Company’s business relationship with OH-EBASHI LPC & PARTNERS has no materialitythat may affect his independence.

- 16 -

(Reference)
Independence Standards for Outside Directors and Outside Audit & Supervisory Board Members
An Outside Director or an Outside Audit & Supervisory Board Member (including candidates for such posts)
is considered independent and is unlikely to have any conflicts of interest with general shareholders if none of
the following applies.
(1) A person for whom the Company is a major business partner (i.e. a person who received payments fromthe Company that represent 2% or more of its annual consolidated sales for the most recent fiscal year), oran executive officer thereof(2) A major business partner of the Company (i.e. a person who made payments to the Company that represent
2% or more of the Company’s annual consolidated sales for the most recent fiscal year), or an executive
officer thereof(3) A consultant, accounting professional, or legal professional who has received a large amount of monetaryconsideration or other property (10 million yen or more in the most recent fiscal year) from the Company
besides compensation as a Director, Member of the Board or an Audit & Supervisory Board Member (Ifthe person who has received such property is an organization such as a corporation or a union, a person
who is affiliated with such organization)(4) A person to whom any of the items (1) through (3) applies during the most recent 12 months(5) A second-degree relative or closer of a person listed in items 1) through 3) below (excluding immaterial
persons)
1) A person listed in items (1) through (4) above
2) An executive officer of a subsidiary of the Company (including a director who does not serve as an
executive officer in the case of designation of an Outside Audit & Supervisory Board Member as anindependent officer)
3) A person to whom 2) applied during the most recent 12 months or who was an executive officer of theCompany (including a director who does not serve as an executive officer in the case of designation ofan Outside Audit & Supervisory Board Member as an independent officer) during the most recent 12
months- 17 -