This document has been translated from a part of the Japanese original for reference purposes only. In theevent 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: 4218
June 8, 2021

To Shareholders with Voting Rights:
Toshiaki Takatsu
President
Nichiban Co., Ltd.
2-3-3, Sekiguchi, Bunkyo-ku, Tokyo,
Japan

NOTICE OF
THE 117th ANNUAL GENERAL MEETING OF SHAREHOLDERS
Dear Shareholders:
We would like to express our appreciation for your continued support and patronage.
We cordially inform you that the 117th Annual General Meeting of Shareholders of Nichiban Co., Ltd.
(the “Company”) will be held as described below. Instead of attending the meeting in person, you can
exercise your voting rights in writing (by mail) or via the Internet. Please review the attached Reference
Documents for the General Meeting of Shareholders and exercise your voting rights by no later than 5:30
p.m. on Thursday, June 24, 2021, Japan time.
1. Date and Time:
2. Place:

Friday, June 25, 2021 at 10:00 a.m. Japan time
KOCHO banquet hall, Banquet Bldg. 1F, Hotel Chinzanso Tokyo,
2-10-8, Sekiguchi, Bunkyo-ku, Tokyo, Japan

3. Meeting Agenda:
Matters to be reported:1. The Business Report and Consolidated Financial Statements for theCompany’s 117th Fiscal Year (April 1, 2020 - March 31, 2021) andresults of audits by the Accounting Auditor and the Audit &Supervisory Board of the Consolidated Financial Statements
2. Non-consolidated Financial Statements for the Company’s 117th Fiscal
Year (April 1, 2020 - March 31, 2021)
Proposals to be resolved:
Appropriation of Surplus
Proposal 1:
Election of Eight (8) Directors
Proposal 2:
Election of One (1) Audit & Supervisory Board Member and One (1)Proposal 3:
Substitute Audit & Supervisory Board Member
When attending the meeting, please submit the enclosed Voting Rights Exercise Form at the reception desk ofthe meeting venue. If any change has been made to the Reference Documents for the General Meeting of
Shareholders, Business Report, Non-consolidated Financial Statements, and the Consolidated Financial
Statements, the revision will be posted on the Company’s website (https://www.nichiban.co.jp/corp/).

-1-

Guide to Exercising Voting Rights
Voting rights may be exercised by the following three methods. If you attend the meeting in person, you will
not be required to follow the procedure of “Exercising voting rights in writing or via the Internet” mentioned
below.
(1) Exercising voting rights by attending the General Meeting of Shareholders
Please bring the Voting Rights Exercise Form enclosed herein and submit it at the reception desk of the meetingvenue.
Also, please bring this convocation notice to the venue on the day of the meeting.
Date and time: Friday, June 25, 2021 at 10:00 a.m. Japan time (Reception starts at 9:00 a.m. Japan time)
Place: KOCHO banquet hall, Banquet Bldg. 1F, Hotel Chinzanso Tokyo, 2-10-8, Sekiguchi, Bunkyo-ku,
Tokyo, Japan(Exercising voting rights in writing or via the Internet)(2) Exercising voting rights in writing (Voting Rights Exercise Form)
Please exercise your voting rights by indicating whether you approve or disapprove of the proposals on the
Voting Rights Exercise Form enclosed herein and mailing it so that it is received by the Company no later than
5:30 p.m. on Thursday, June 24, 2021, Japan time. If you fail to indicate your approval or disapproval of each
proposal, you will be deemed to have indicated your approval of each proposal.
Deadline for exercising voting rights: 5:30 p.m. on Thursday, June 24, 2021, Japan time(3) Exercising voting rights via the Internet
Please enter your approval or disapproval of the proposals on the voting rights exercise website designated by
the Company (https://soukai.mizuho-tb.co.jp/).
Deadline for exercising voting rights: Enter your approval or disapproval by 5:30 p.m. on Thursday,June 24, 2021, Japan time
Note
If you exercise your voting rights both in writing and via the Internet, your vote exercised via the Internet willbe treated as valid.
Also, if you exercise your voting rights more than once via the Internet, your last vote will be treated as valid.

-2-Reference Documents for the General Meeting of Shareholders
Proposals and References
Proposal 1:

Appropriation of Surplus

The Company proposes to appropriate surplus as described below.
The Company considers return of profits to shareholders as a corporate management priority. Its policyof profit distribution focuses on the performance-linked dividend payment with the consolidated payout
ratio aimed at 25%, based on stable dividend payments, while also increasing internal reserves necessary tostrengthen the Company’s financial standing and to fund capital investment and technology development
for higher cost competitiveness, among others. Under this policy and taking consideration for the
performance of this fiscal year, the Company proposes to distribute a year-end dividend as described below.
1. Items relating to year-end dividend(1) Type of dividend
Cash(2) Items relating to the appropriation of dividend property and total amount thereof¥30 per share of common stock of the Company, totaling ¥621,635,520.
(3) Effective date of dividend of surplus
June 28, 2021
2. Other matters relating to the appropriation of surplus(1) Item of surplus to be decreased and amount of decrease thereof
Retained earnings brought forward¥1,000,000,000(2) Item of surplus to be increased and amount of increase thereof
General reserve¥1,000,000,000-3-Proposal 2:

Election of Eight (8) Directors

The terms of office of all eight (8) Directors will expire at the conclusion of this Annual General Meetingof Shareholders. Accordingly, the Company proposes to elect eight (8) Directors, including three (3) Outside
Directors.
The candidates for Director are as follows:
Attendanceat theCurrent position at theNo.
Name
Board ofCompany
Directors
meetings
100%
1
Reappointment
Toshiaki Takatsu
President(17/17)100%
2Reappointment
Hironori Sakai
Executive Director(17/17)
Director, Managing
100%
3
Reappointment
Hideaki Hara
Officer(17/17)
Director, Operating
100%
4
Reappointment
Hideo Tateno
Officer(17/17)
Outside100%
5Reappointment
Yoji Shimizu
Director
Independent(17/17)
Outside100%
6
Reappointment
Tatsuo Ishihara
Director
Independent(17/17)
Outside100%
7
Reappointment
Akihiro Sato
Director
Independent(17/17)
8
New appointment Yasuhiko Takahashi
Managing Officer
-

-4-

No.

Name
(Date of birth)

Career summary, positions, responsibilities,
and significant concurrent positions
April 1990
June 2015
April 2017

Toshiaki Takatsu(November 13, 1966)

1[Attendance at theBoard of Directors
meetings]
17/17 (100%)[Assumption of officeof Director]
June 2019[Reappointment]

April 2018
April 2019
June 2019

Number ofshares of theCompany held

Joined the Company
General Manager of Purchase Department,
Business Management Division
General Manager of Middle Japan Sales
Department, Industrial Product Sales Management
Department
Operating Officer and General Manager ofMedical Specialty Sales Department
Senior Operating Officer, Assistant to President
President, responsible for overall corporate
management (current position)[Reason for nomination as candidate for Director]
Since assuming the office of President of the Company in June 2019,
Mr. Toshiaki Takatsu has led its business, demonstrated leadership to
all officers and employees based on knowledge and experience
concerning overall management acquired until now, and has played an
important role in making decisions on important matters of theCompany and supervising business execution. We have determinedthat he will be qualified to be responsible for management decision
making and supervision of business execution in the future too, andtherefore renominated him as a candidate for Director.

-5-

10,100 shares

No.

Name
(Date of birth)

Career summary, positions, responsibilities,
and significant concurrent positions
April 1985
April 2008

Hironori Sakai(July 6, 1961)

2[Attendance at theBoard of Directors
meetings]
17/17 (100%)[Assumption of officeof Director]
June 2009[Reappointment]

Joined the Company
Operating Officer and General Manager of
Administration Department
June 2009
Director, Operating Officer, and General Manager
of Administration Department
June 2015
Managing Director, responsible for CSR andcorporate management
June 2019
Executive Director, responsible for Promotion
Unit and CSR, and General Manager of Public
Relations Department
April 2020
Executive Director, responsible for administration
and CSR (current position)[Reason for nomination as candidate for Director]
Mr. Hironori Sakai assumed the office of Director of the Company inJune 2009 and has served in positions such as General Manager of
Administration Division and has been responsible for CSR andcorporate management. He has outstanding management execution
ability, in addition to diverse experiences and knowledge. The
Company has determined that he will play an important role in the
Company’s important management decision making and supervisionof business execution, and therefore renominated him as a candidate
for Director.

Number ofshares of theCompany held

-6-

28,200 shares

No.

Name
(Date of birth)

Career summary, positions, responsibilities,
and significant concurrent positions
April 1984
April 2011
April 2012

Hideaki Hara
(January 13, 1962)

3[Attendance at theBoard of Directors
meetings]
17/17 (100%)[Assumption of officeof Director]
June 2012[Reappointment]

June 2012
April 2020
April 2021

Joined the Company
Operating Officer and General Manager ofManagement Department, Tape Business Division
Operating Officer and General Manager of Tape
Business Division
Director, Operating Officer, and General Manager
of Tape Business Division
Director, Managing Officer, responsible for sales,
and General Manager of Business Management
Division
Director, Managing Officer, responsible for sales,
and General Manager of Domestic Business
Division (current position)[Reason for nomination as candidate for Director]
Mr. Hideaki Hara assumed the office of Director of the Company inJune 2012 and has a wide range of knowledge and experience in the
Tape Business segment. The Company has determined that he isqualified to be responsible for not only promoting business overall,
especially sales and supply chain, but also important decision making
at the Company’s Board of Directors meetings and supervision ofbusiness execution based on such wealth of knowledge and experienceand broad perspective, and therefore renominated him as a candidate
for Director.

-7-

Number ofshares of theCompany held

13,700 shares

No.

Name
(Date of birth)

Career summary, positions, responsibilities,
and significant concurrent positions
April 1985
April 2009
April 2011

4

Joined the Company
Operating Officer and General Manager of Anjo
Factory
Operating Officer and General Manager of Osaka
Factory
Senior Operating Officer, responsible forcorporate planning and management of Fujiidera
Office and Anjo OfficeDirector, Operating Officer, responsible forcorporate planning
Director, Operating Officer, responsible for
production, and General Manager of Production
Division (current position)

Hideo Tateno(September 18, 1961)

April 2017

[Attendance at theBoard of Directors
meetings]
17/17 (100%)

June 2017[Assumption of officeof Director]
June 2017[Reason for nomination as candidate for Director]
Mr. Hideo Tateno assumed the office of Director of the Company inJune 2017 and has a wide range of knowledge and experience in bothbusiness fields of tapes and medical-related products. The Company
has determined that he is qualified to be responsible for important
decision making at the Company’s Board of Directors meetings andsupervision of business execution based on such wealth of knowledge
and experience and broad perspective, and therefore renominated him
as a candidate for Director.

[Reappointment]

April 2020

-8-

Number ofshares of theCompany held

14,500 shares

No.

Name
(Date of birth)

Career summary, positions, responsibilities,
and significant concurrent positions

Number ofshares of theCompany held

April 1970
March 2005
Yoji Shimizu(August 24, 1946)[Attendance at theBoard of Directors
meetings]
17/17 (100%)
5[Assumption of officeof Director]
June 2014[Reappointment][Outside][Independent]

Joined the ASATSU INC.*
Director, Operating Officer of ASATSU-DK
INC.*March 2010
Representative Director, President of ASATSUDK INC.*
March 2013
Director, Advisor of ASATSU-DK INC.*
June 2014
Outside Director of the Company (current
position)* Current ADK Marketing Solutions Inc.

[Reason for nomination as candidate for Outside Director and summaryof expected roles]
Mr. Yoji Shimizu has served as Representative Director, President, andAdvisor of ASATSU-DK INC. (current ADK Marketing Solutions
Inc.), and has a wealth of experience, accomplishments and knowledge
as a corporate manager. He has provided advice and recommendations
from a standpoint that is objective and independent from theCompany’s management in order to ensure the legality and validity ofdecision making at the Company’s Board of Directors meetings. The
Company therefore renominated him as a candidate for Outside
Director.

-9-

0 shares

No.

Name
(Date of birth)

Career summary, positions, responsibilities,
and significant concurrent positions

Number ofshares of theCompany held

October 1977
April 1980

Tatsuo Ishihara(March 1, 1952)[Attendance at theBoard of Directors
meetings]
17/17 (100%)
6[Assumption of officeof Director]
June 2016[Reappointment][Outside][Independent]

Passed the National Bar Examination
Appointed as Public Prosecutor of Tokyo District
Public Prosecutors Office
April 1987
Registered as an attorney-at-law
January 1989
Established Okinobu & Ishihara Law Office*(current position)
June 2016
Outside Director of the Company (current
position)* Currently renamed to Spring Partners[Significant concurrent positions]Representative of Spring Partners[Reason for nomination as candidate for Outside Director and summaryof expected roles]
After being appointed as Public Prosecutor of Tokyo District Public
Prosecutors Office in 1980, Mr. Tatsuo Ishihara was registered as an
attorney-at-law in 1987. As Representative of Spring Partners, he iscurrently dealing with corporate legal cases covering a broad range ofindustries from a highly professional standpoint, in addition to generalcivil cases. He has a wealth of legal experience, accomplishment andknowledge, and the Company therefore renominated him as a
candidate for Outside Director as it expects him to provide advice andrecommendations from a standpoint that is objective and independent
from the Company’s management in order to ensure the legality andvalidity of decision making at the Company’s Board of Directors
meetings.

- 10 -

0 shares

No.

Name
(Date of birth)

Career summary, positions, responsibilities,
and significant concurrent positions

Number ofshares of theCompany held

October 1987
April 1990
April 1990
May 1995

Akihiro Sato
(June 25, 1959)[Attendance at theBoard of Directors
meetings]
17/17 (100%)
7[Assumption of officeof Director]
June 2019[Reappointment][Outside][Independent]

Passed the National Bar Examination
Registered as an attorney-at-law
Joined Marunouchi Kyoritsu Law Firm
Established Akihiro Sato Law Office*Representative of Akihiro Sato Law Office(current position)
December 2016 Outside Audit & Supervisory Board Member of
the Company
June 2019
Outside Director of the Company (current
position)* Currently renamed to Sato Sogo Law Office[Significant concurrent positions]Representative of Sato Sogo Law Office[Reason for nomination as candidate for Outside Director and summaryof expected roles]
After being registered as an attorney-at-law in 1990, Mr. Akihiro Satohas built experience focusing on the business legal field, and, after
establishing a law office in 1995, continued to build a successful career
dealing mainly with business legal cases from a highly professional
standpoint. In addition, he served as Vice President of the Dai-Ichi
Tokyo Bar Association and as Executive Governor of the Japan
Federation of Bar Associations from April 2015 to March 2016, andhe has been serving as a member of the Public Interest Commission of
the Cabinet Office since April 2019. Furthermore, he served as an
Outside Audit & Supervisory Board Member of the Company for two
years and six months from December 2016, and acquired deep insightof the Company. He has a wealth of business legal as well as general
legal experience, accomplishments and insight with extensive
knowledge about the Company, and the Company therefore
renominated him as a candidate for Outside Director as it expects him
to provide advice and recommendations from a standpoint that is
objective and independent from the Company’s management in orderto ensure the legality and validity of decision making at the Company’s
Board of Directors meetings.

- 11 -

0 shares

No.

Name
(Date of birth)

Career summary, positions, responsibilities,
and significant concurrent positions
April 1986
April 2011
June 2013
April 2016
April 2020

8

Yasuhiko Takahashi(January 9, 1963)[New appointment]

April 2021

Number ofshares of theCompany held

Joined the Company
Operating Officer and General Manager of Anjo
Factory
President of Nichiban Techno Co., Ltd.
Senior Operating Officer and General Manager of
Administration Division of the Company
Managing Officer, General Manager of Corporate
Planning Division and Public Relations
Department
Managing Officer, General Manager of Corporate
Planning Division (current position)[Reason for nomination as candidate for Director]
Mr. Yasuhiko Takahashi assumed the office of Operating Officer of theCompany in April 2011 and has served in positions such as General
Manager of Administration Division and General Manager ofCorporate Planning Division. The Company has determined that he isqualified to be responsible for important decision making at theCompany’s Board of Directors meetings and supervision of businessexecution based on such wealth of knowledge and experience andbroad perspective, and therefore newly nominated him as a candidate
for Director.

8,900 shares

Notes: 1. There is no special interest between the candidates and the Company.
2. The Company has entered into a directors and officers liability insurance contract stipulated in
Article 430-3, Paragraph 1 of the Companies Act with an insurance company. This contract
covers legal dispute fees and damages, etc. to be borne by the insured arising from company
lawsuits, third-party lawsuits, shareholder derivative actions and other lawsuits. Each candidate
will be included in the insured of this insurance contract. The Company plans to renew thisinsurance contract with the same terms and conditions at the time of the next renewal.
3. Messrs. Yoji Shimizu, Tatsuo Ishihara and Akihiro Sato are candidates for Outside Director.
4. Mr. Yoji Shimizu will have served as Outside Director for seven (7) years at the conclusion ofthis Annual General Meeting of Shareholders, Mr. Tatsuo Ishihara for five (5) years, and Mr.
Akihiro Sato for two (2) years.
5. The Company has registered Messrs. Yoji Shimizu, Tatsuo Ishihara and Akihiro Sato as
Independent Officers as provided for under the rules of the Tokyo Stock Exchange.
6. Pursuant to the provisions of Article 427, Paragraph 1 of the Companies Act, the Company hasentered into agreements with Messrs. Yoji Shimizu, Tatsuo Ishihara and Akihiro Sato, which
limit their liabilities for damages under Article 423, Paragraph 1 of the same Act. The maximum
amount of liabilities under the said agreements shall be the amount set forth in laws andregulations. The limitation of liability specified in these agreements shall be applicable only
when Outside Directors perform their duties in good faith and without gross negligence.

- 12 -

Proposal 3:

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

The term of office of Audit & Supervisory Board Member Mr. Kazunori Takahashi will expire at theconclusion of this Annual General Meeting of Shareholders. Accordingly, the Company proposes to electone (1) Audit & Supervisory Board Member. The Company also proposes to elect one (1) substitute Audit& Supervisory Board Member, in preparation for the case in which the number of Audit & Supervisory
Board Members would fall below the statutory minimum.
The substitute Audit & Supervisory Board Member shall assume his office only when the number ofAudit & Supervisory Board Members falls below the required number, and his term of office shall be theremaining period of the term of office of his predecessor. The resolution for this proposal shall be effective
until the beginning of the next Annual General Meeting of Shareholders.
The Audit & Supervisory Board has consented to the proposal.
The candidate for Audit & Supervisory Board Member and the candidate for substitute Audit &Supervisory Board Member are as follows:
Candidate for Audit & Supervisory Board Member
No.

Name
(Date of birth)

Career summary, positions, and significant concurrent positions
April 1985
July 2012
April 2014
June 2015

Kazunori Takahashi(February 15, 1961)

1[Attendance at theBoard of Directors
meetings]
17/17 (100%)[Attendance at the
Audit & Supervisory
Board meetings]
17/17 (100%)[Reappointment]

June 2017

Number ofshares of theCompany held

Joined the Company
Operating Officer, responsible for overseas
business and General Manager of Purchase
Department, Business Management Division
Operating Officer and General Manager ofPurchase Department, Business Management
Division
Operating Officer and General Manager of
Saitama Factory, Tape Business Division
Audit & Supervisory Board Member (current
position)[Reason for nomination as candidate for Audit & Supervisory Board
Member]Since joining the Company in 1985, Mr. Kazunori Takahashi has been
mainly engaged in production-related operations, been responsible foroverseas business, served as General Manager of Purchase Department
and General Manager of Saitama Factory, and has a wealth ofknowledge and experience related to the Company’s factory
production business. Since June 2017, as the Company’s Audit &Supervisory Board Member, he has proactively worked on thedevelopment of the audit environment at the Audit & Supervisory
Board and the collection of internal information, as well as supervised
the status of construction and operation of the internal control systemon a daily basis. Accordingly, the Company has determined that as an
Audit & Supervisory Board Member of the Company’s Audit &Supervisory Board, he is the appropriate person to audit the decisionmaking process of the Board of Directors as well as the status ofbusiness execution, and therefore renominated him as a candidate for
Audit & Supervisory Board Member.

- 13 -

13,800 shares

Notes: 1. There is no special interest between the candidate and the Company.
2. The Company has entered into a directors and officers liability insurance contract stipulated in
Article 430-3, Paragraph 1 of the Companies Act with an insurance company. This contract
covers legal dispute fees and damages, etc. to be borne by the insured arising from company
lawsuits, third-party lawsuits, shareholder derivative actions and other lawsuits. The candidate
will be included in the insured of this insurance contract. The Company plans to renew thisinsurance contract with the same terms and conditions at the time of the next renewal.

- 14 -

Candidate for substitute Audit & Supervisory Board Member

No.

Name
(Date of birth)

Career summary, positions, and significant concurrent positions

Number ofshares of theCompany held

April 1983
October 1985

Ichiro Ichikawa(May 10, 1958)
2[Substitute][Outside][Independent (plan)]

Joined Canon Inc.
Joined Asahi Shinwa & Co. (current KPMG
AZSA LLC)
August 1989
Registered as a certified public accountant
December 2014 Established SWEAT CAPITAL Inc.,
President of SWEAT CAPITAL Inc. (current
position)[Significant concurrent positions]
President of SWEAT CAPITAL Inc.
Outside Auditor of UNIMEDIA INC.
Outside Auditor of INFOBAHN Group Inc.
Outside Auditor of ITOHAM YONEKYU HOLDINGS INC.
[Reason for nomination as candidate for substitute Outside Audit &Supervisory Board Member]
After being registered as a certified public accountant in 1989, Mr.
Ichiro Ichikawa worked at an accounting firm for about 25 years andbuilt his career mainly in the area of accounting audit. He also has
considerable experience, accomplishments and knowledge not only inthe area of accounting audit but also as a corporate manager throughhis career as President of SWEAT CAPITAL Inc. and serving othermanagerial positions. The Company therefore nominated him as a
candidate for substitute Outside Audit & Supervisory Board Member
as it expects him to provide advice and recommendations from astandpoint that is objective and independent from the Company’s
management in order to ensure the legality and validity of decision
making at the Company’s Board of Directors meetings.

0 shares

Notes: 1. There is no special interest between the candidate and the Company.
2. Mr. Ichiro Ichikawa is a candidate for substitute Outside Audit & Supervisory Board Member.
3. If the election of Mr. Ichiro Ichikawa is approved and he assumes the office of Audit &Supervisory Board Member, the Company plans to register him as Independent Officer as
provided for under the rules of the Tokyo Stock Exchange.
4. If the election of Mr. Ichiro Ichikawa is approved and he assumes the office of Audit &Supervisory Board Member, pursuant to the provisions of Article 427, Paragraph 1 of theCompanies Act and the Company’s Articles of Incorporation, the Company plans to enter into
an agreement with him, which limits his liabilities for damages under Article 423, Paragraph 1of the same Act. The maximum amount of liabilities under the said agreement shall be theamount set forth in laws and regulations. The limitation of liability specified in the agreement
shall be applicable only when he performs his duties in good faith and without gross negligence.
5. The Company has entered into a directors and officers liability insurance contract stipulated in
Article 430-3, Paragraph 1 of the Companies Act with an insurance company. This contract
covers legal dispute fees and damages, etc. to be borne by the insured arising from company
lawsuits, third-party lawsuits, shareholder derivative actions and other lawsuits. If Mr. Ichiro
Ichikawa assumes office, he will be included in the insured of this insurance contract.

- 15 -