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.
(Stock Exchange Code 1822)
June 7, 2017
To Shareholders with Voting Rights:
Hisao Mizushima
Representative Director
DAIHO CORPORATION
24-4, Shinkawa 1-Chome, Chuo-ku, TokyoNOTICE OF CONVOCATION OF
THE 68TH ANNUAL GENERAL MEETING OF SHAREHOLDERS
We would like to express our appreciation for your continued support and patronage.
You are cordially invited to attend the 68th Annual General Meeting of Shareholders of DAIHOCORPORATION (the “Company”). The meeting will be held for the purposes as described below.
If you are unable to attend the meeting, you may exercise your voting rights in writing by submitting the
Voting Rights Exercise Form. Please review the attached Reference Documents for the General Meeting of
Shareholders, indicate your vote for or against each proposal on the enclosed Voting Rights Exercise Formand return it so that it is received by 5:30 p.m. on Wednesday, June 28, 2017, Japan time.
1. Date and Time:Thursday, June 29, 2017 at 10:00 a.m. Japan time

2. Place:

BF Conference room at the Corporate Headquarters located at
24-4, Shinkawa 1-Chome, Chuo-ku, Tokyo, Japan

3. Meeting Agenda:
Matters to be reported: 1. The Business Report and Non-Consolidated Financial Statements for theCompany’s 68th Fiscal Year (April 1, 2016 - March 31, 2017)
2. Consolidated Financial Statements for the Company’s 68th Fiscal Year
(April 1, 2016 - March 31, 2017) and results of audits by the Independent
Auditor and the Board of Corporate Auditors of the Consolidated Financial
Statements
Proposals to be resolved:
Appropriation of Surplus
Proposal 1:
Election of 7 Directors
Proposal 2:
Election of 3 Corporate Auditors
Proposal 3:
Election of 1 Substitute Corporate Auditor
Proposal 4:
Payment of Special Reward for Service to the Retiring President
Proposal 5:-1-

4. Disclosure via the Internet:
From among the document to be provided with this Notice, Consolidated Statements of Changes in Net
Assets and Notes to Consolidated Financial Statements of Consolidated Financial Statements, as well as
Non-Consolidated Statements of Changes in Net Assets and Notes to Non-Consolidated Financial Statementsof Non-Consolidated Financial Statements, are posted on the Company’s website (http://www.daiho.co.jp) in
accordance with laws and regulations as well as Article 18 of the Company’s Articles of Incorporation andtherefore are not provided in the Appendix of this Notice.
The Consolidated Statements of Changes in Net Assets, Notes to Consolidated Financial Statements,
Non-Consolidated Statements of Changes in Net Assets and Notes to Non-Consolidated Financial Statements
were also audited by the Independent Auditor and the Board of Corporate Auditors during the preparation of
their respective audit reports as documents that constitute part of the Consolidated Financial Statements andNon-Consolidated Financial Statements.
________________________________________________________________________________________
 When attending the meeting, please submit the enclosed Voting Rights Exercise Form at the reception desk.
 Should the Business Report, Non-Consolidated Financial Statements, Consolidated Financial Statements,
and the Reference Documents for the General Meeting of Shareholders require revisions, the revised
versions will be posted on the Company’s website (http://www.daiho.co.jp).

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

Appropriation of Surplus

The Company holds a basic policy of maintaining and enhancing stable dividends while improving thefinancial strength as a basis for long-term development. It is proposed that the year-end cash dividend for the68th fiscal year be ¥9.0 per share of common stock, in comprehensive consideration of the financial results
and management environment during the fiscal year under review.
Matters relating to the year-end cash dividend(1) Matters related to the distribution of dividend properties and the total amount thereof¥9.0 per share of the Company’s common stock (an ordinary dividend of ¥7.0 plus a special dividendof ¥2.0)
Total amount of dividends ¥776,910,015(2) Effective date of dividends of surplus
June 30, 2017-3-

Proposal 2:

Election of 7 Directors

Mr. Katsumi Mori resigned as Director as of March 31, 2017, and the terms of office of the 5 Directors
Hisao Mizushima, Fumio Tada, Masanobu Nakasugi, Shigeki Murata, and Keiichiro Ota will expire at theconclusion of this year’s Annual General Meeting of Shareholders. Accordingly, the election of 7 Directors is
proposed for the purpose of strengthening management supervisory functions by increasing the number ofExternal Directors by one.
The candidates are as follows:
No.

Name
(Date of birth)

Past experience, positions, responsibilities,
and significant concurrent positions
April 1968
October 1995
April 1998

1

Hisao Mizushima(October 24, 1945)

May 2000
June 2001
June 2003
June 2004
June 2005
April 2006
June 2008
April 1977
October 2000
October 2001
March 2003
July 2004
June 2005
April 2006

2

Fumio Tada
(November 23, 1953) January 2007
June 2007
June 2008
June 2009
April 2011
April 2012
April 2014

Joined the Company
General Manager, Civil Engineering Works Department, Nagoya
BranchGeneral Manager, Civil Engineering Sales Department, Nagoya
BranchGeneral Manager, Nagoya Branch
Director; General Manager, Nagoya Branch
Director; General Manager, Tokyo Branch
Senior Managing Director; General Manager, Civil Engineering
Division
Representative Director; Senior Managing Director; General
Manager, Civil Engineering Division
Representative Director; Operating Vice President; General
Manager, Civil Engineering Division
Representative Director; President (to present)
Joined the Company
Deputy General Manager, the 1st Civil Engineering Sales
Department, Civil Engineering Division
General Manager, the 1st Civil Engineering Sales Department,
Civil Engineering Division
Deputy General Manager, Nagoya Branch
General Manager, the 1st Civil Engineering Sales Department,
Civil Engineering Division
Director; General Manager, the 1st Civil Engineering Sales
Department, Civil Engineering Division
Director; Executive Officer; Deputy General Manager, Civil
Engineering Division; General Manager, the 1st Civil
Engineering Sales Department
Director; Executive Officer; General Manager, Tokyo Branch;
Deputy General Manager, Civil Engineering Division
Director; Managing Executive Officer, General Manager, Tokyo
Branch; Deputy General Manager, Civil Engineering Division
Director; Managing Executive Officer; General Manager, Civil
Engineering Division
Representative Director; Senior Managing Executive Officer;
General Manager, Civil Engineering Division
Representative Director; Operating Vice President; General
Manager, Civil Engineering Division
Representative Director; Operating Vice President; General
Manager, Construction Division
Representative Director; Operating Vice President (to present)-4-

Number ofshares of theCompany held

78,59838,593No.

Name(Date of birth)

Past experience, positions, responsibilities,
and significant concurrent positions
April 1977
August 1999
March 2004

3

January 2008
Masanobu Nakasugi
February 2009
(October 3, 1953)
June 2009
June 2010
April 2013
April 1971
November 2001
April 2002
June 2008
April 2010
April 20114

Shigeki Murata(August 18, 1952)

June 2011
November 2011
April 2013

April 2014

June 2014

April 1978
November 2007
May 2008
February 20095

*Kazumi Imai
(September 16,
1955)

June 2012
April 2013

April 2014
April 2017

Joined the Company
Manager, Legal Affairs Section, General Affairs Department,
Administration Division
Manager, General Affairs Section, General Affairs Department,
Administration Division
General Manager, General Affairs Department, Administration
Division
Executive Officer; General Manager, Administration Division
Director; Executive Officer; General Manager, Administration
Division
Director; Managing Executive Officer; General Manager,
Administration Division
Director; Senior Managing Executive Officer; General Manager,
Administration Division (to present)
Joined the Company
Acting General Manager, Construction Department, Osaka
BranchGeneral Manager, Construction Department, Osaka Branch
Executive Officer; Deputy General Manager, Osaka Branch;
General Manager, Construction Department, Osaka Branch
Executive Officer; Deputy General Manager, Construction
Division; Deputy General Manager, Tokyo BranchManaging Executive Officer; Deputy General Manager,
Construction Division
Director; Managing Executive Officer; Deputy General
Manager, Construction Division
Director; Managing Executive Officer; Deputy General
Manager, Tokyo Branch
Director; Managing Executive Officer; Deputy General
Manager, Construction Division; General Manager, Construction
Department; Deputy General Manager, Tokyo Branch
Director; Managing Executive Officer; General Manager,
Construction Division; General Manager, the 2nd Construction
Sales Department
Director; Senior Managing Executive Officer; General Manager,
Construction Division; General Manager, the 2nd Construction
Sales Department (to present)
Joined the Company
Acting General Manager, Civil Engineering Department, Civil
Engineering Division
General Manager, Works Department, Kyushu Branch
General Manager, Civil Engineering Technology Department,
Tokyo Branch
General Manager, Civil Engineering Department, Civil
Engineering Division
Executive Officer; Deputy General Manager, Civil Engineering
Division; General Manager, Civil Engineering Department;
General Manager, Civil Engineering Technology Department
Executive Officer; Deputy General Manager, Civil Engineering
Division; General Manager, Civil Engineering Department
Managing Executive Officer, General Manager, Civil
Engineering Division (to present)-5-

Number ofshares of theCompany held

15,298

11,540

1,346

No.

Name
(Date of birth)

Past experience, positions, responsibilities,
and significant concurrent positions
December 2005

6

7

*Tetsuro Kawaguchi March 2006
(October 31, 1948)
January 2008
December 2012
April 1982
*Kimiyoshi
Kakitsuba
April 1986
(October 25, 1954)
April 2005
(Notes)
1.
2.
3.
4.
5.

6.

Senior Regional Coordinator, Middle Eastern and African
Affairs Bureau, Ministry of Foreign Affairs of Japan
Senior Coordinator, Management and Coordination Division,
Minister’s Secretariat
Ambassador in charge of Madagascar and Comoros
Retired (to present)
Appointed as a public prosecutor at the Tokyo District Public
Prosecutors Office
Registered as an attorney-at-law (Daiichi Tokyo BAR
Association); Joined Kakitsuba Law Office
Established Tokyo Will Law Office (to present)

Number ofshares of theCompany held

00Asterisks (*) indicate newly appointed candidates for Directors.
There are no special interests between any of the candidates for Directors and the Company (available in Japaneseonly).
Responsibilities, etc. are as posted in the Directors and Corporate Auditors column in the Business Report.
Messrs. Tetsuro Kawaguchi and Kimiyoshi Kakitsuba are candidates for External Directors. Mr. Tetsuro Kawaguchi isa candidate for independent director prescribed by Tokyo Stock Exchange, Inc.
The reasons for nomination as candidates for External Directors are as follows.
(1) Mr. Tetsuro Kawaguchi has experienced key positions in administrative agencies over a long period. We believethat he will supervise and offer opinions to the management as an External Director by taking advantage of his
extensive experience and insight.
Although Mr. Tetsuro Kawaguchi has not been directly involved in corporate management other than as anExternal Director, we believe that he will be able to appropriately perform his duties as an External Director forthe above reasons.
(2) We believe that Mr. Kimiyoshi Kakitsuba will supervise and offer opinions to the management as an External
Director by taking advantage of his expertise and experience as an attorney-at-law.
Although Mr. Kimiyoshi Kakitsuba has not been directly involved in corporate management other than as anExternal Director, we believe that he will be able to appropriately perform his duties as an External Director forthe above reasons.
If the election of Mr. Tetsuro Kawaguchi and Mr. Kimiyoshi Kakitsuba as Directors is approved as proposed, theCompany intends to enter into an agreement with each of them to limit their respective liabilities under Article 423,
Paragraph 1 of the Companies Act in accordance with Article 427, Paragraph 1 of the same act. The maximum amountof liability pursuant to the agreement is ¥10 million or the minimum amount of liability stipulated in Article 425,
Paragraph 1 of the same act, whichever is higher.

-6-Proposal 3:

Election of 3 Corporate Auditors

The terms of office of Corporate Auditors Yoshiyuki Kiya, Masaomi Yoshida and Masato Ueda will
expire at the conclusion of this year’s Annual General Meeting of Shareholders. Accordingly, the election of
3 Corporate Auditors is proposed.
The Board of Corporate Auditors has previously given its approval to this proposal.
The candidates are as follows:
No.

Name
(Date of birth)

Past experience, positions
and significant concurrent positions
April 1977
April 2003
July 2006

1

Yoshiyuki Kiya
(August 27, 1954)

April 2008

June 2009

June 2011
June 2013
April 2010

October 2010
2

*Kazuo Hashimoto(May 8, 1953)

April 2011
October 2011
March 2014

April 2010
May 2011
3*Ryosuke Harada(May 22, 1954)

June 2011
May 2013
June 2013

Joined the Company
Manager, Accounting Section, Accounting Department,
Administration Division of the Company
General Manager, Accounting Department, Administration
Division, Morimoto Corporation
Executive Officer; Deputy General Manager, Administration
Division; General Manager, Accounting Department, Morimoto
Corporation
Director; Executive Officer; Deputy General Manager,
Administration Division; General Manager, Accounting
Department, Morimoto Corporation
Corporate Auditor, Morimoto Corporation
Corporate Auditor of the Company (to present)
Executive Officer; General Manager, Shikoku Division, Aioi
Insurance Co., Ltd. (currently Aioi Nissay Dowa Insurance Co.,
Ltd.)
Executive Officer; General Manager, Hokkaido Division, Aioi
Nissay Dowa Insurance Co., Ltd.
Managing Executive Officer, Aioi Life Insurance Co., Ltd.
Executive Officer, Mitsui Sumitomo Aioi Life Insurance
Company Limited
Retired from Mitsui Sumitomo Aioi Life Insurance Company
Limited(to present)
Managing Executive Officer, Sumitomo Mitsui Banking
Corporation
Senior Managing Director, Sumitomo Mitsui Finance andLeasing Company, Limited
Senior Managing Director, Member of the Board, Sumitomo
Mitsui Finance and Leasing Company, Limited
Advisor, SMBC Servicer Co., Ltd.
President & Representative Director, SMBC Servicer Co., Ltd.
(to present)

Number ofshares of theCompany held

2,310

0

0

(Notes)
1. Asterisks (*) indicate newly appointed candidates for Corporate Auditors.
2. There are no special interests between any of the candidates for Corporate Auditors and the Company.
3. Mr. Ryosuke Harada will retire from the position of President & Representative Director of SMBC Servicer Co., Ltd.
in June 2017.
4. Messrs. Kazuo Hashimoto and Ryosuke Harada are candidates for External Corporate Auditors. Mr. Kazuo Hashimoto
is a candidate for independent auditor prescribed by Tokyo Stock Exchange, Inc.
5. The reasons for nomination as candidates for External Corporate Auditors are as follows.
(1) Mr. Kazuo Hashimoto has abundant experience in the insurance industry and expertise relating to corporate
activities. Therefore, we believe that he will appropriately perform his role as an External Corporate Auditor.
(2) Mr. Ryosuke Harada has professional knowledge of and abundant experience in financial institutions andextensive and sophisticated insight as a corporate manager. Therefore, we believe that he will appropriately
perform his role as an External Corporate Auditor.
6. If the election of Mr. Yoshiyuki Kiya, Mr. Kazuo Hashimoto, and Mr. Ryosuke Harada as Corporate Auditors isapproved as proposed, the Company intends to enter into an agreement with each of them to limit their respective
liabilities under Article 423, Paragraph 1 of the Companies Act in accordance with Article 427, Paragraph 1 of thesame act. The maximum amount of liability pursuant to the agreement is ¥10 million or the minimum amount ofliability stipulated in Article 425, Paragraph 1 of the same act, whichever is higher.

-7-

-8-

Proposal 4:

Election of 1 Substitute Corporate Auditor

In order to prepare for the contingency in which the number of Corporate Auditors falls below that
stipulated by laws and regulations, the election of 1 Substitute Corporate Auditor pursuant to Article 329,
Paragraph 3 of the Companies Act is proposed.
The Board of Corporate Auditors has previously given its approval to this proposal.
The candidate is as follows:
Name(Date of birth)
Fumio Tsuchiya(July 26, 1952)

Past experience, positions
and significant concurrent positions
April 1985
April 1989

Registered as an attorney-at-law(Daini Tokyo Bar Association)
Established Tsuchiya Sogo Law Office (to present)

Number ofshares of theCompany held
1,000

(Notes)1. The Company entered into a legal adviser with Mr. Fumio Tsuchiya.
2. Mr. Fumio Tsuchiya is a candidate for Substitute External Corporate Auditor.
3. The reasons for nomination as a candidate for Substitute External Corporate Auditor are as follows.
Mr. Fumio Tsuchiya is an attorney-at-law. We believe that Mr. Fumio TSUCHIYA will offer appropriate advice andconduct appropriate audits if he assumes the office as Corporate Auditor by taking advantage of the legal knowledge
and experience, etc. he has accumulated over a long period. Therefore, we propose his election as a Substitute External
Corporate Auditor.
Although Mr. Fumio Tsuchiya has not been directly involved in corporate management other than as an External
Corporate Auditor, we believe that he will be able to appropriately perform his duties as an External Corporate Auditor
for the above reasons.
4. If Mr. Fumio Tsuchiya assumes the office as External Corporate Auditor, the Company intends to enter into anagreement to limit his liability under Article 423, Paragraph 1 of the Companies Act in accordance with Article 427,
Paragraph 1 of the same act. The maximum amount of liability pursuant to the agreement is ¥10 million or theminimum amount of liability stipulated in Article 425, Paragraph 1 of the same act, whichever is higher.

-9-Proposal 5:

Payment of Special Reward for Service to the Retiring President

If Proposal 2 is approved and the current Representative Director, President Hisao Mizushima is elected
as Director, he will assume the office as Representative Director, Chairman at the Board of Directors
meeting to be held after the conclusion of this year’s Annual General Meeting of Shareholders.
Accordingly, it is proposed that a special reward be paid to him in the amount of ¥121,million to
remunerate him for distinguished service rendered during his term of office.
It is also proposed that the timing, methods, etc. of the payment be entrusted to the Board of Directors.
Mr. Hisao Mizushima assumed the office as Representative Director, President in June 2008. Turmoil in
the financial markets and stock markets resulting from the collapse of Lehman Brothers in September 2008
brought down the Company’s stock price to ¥38. Under these turbulent circumstances, he led the Company
as President and took proactive measures to recover the Company’s financial results, such as the disposal of
nonperforming assets. Through these efforts, he has succeeded in remarkably improving the Company’s
financial standing. In the fiscal year ended March 31, 2017 he helped the Company achieve a shareholders’equity ratio of 37.9%, return on equity of 15.5%, and the highest ever operating income recorded since theCompany’s foundation.
Financial performance and financial position for the last ten years

Year ended
March 31,
2008
2009
2010
2011
2012
2013
2014
2015
2016
2017

Sales
(Millionsof yen)163,246
142,353
120,978
116,564
101,179
112,740
126,416
138,525
146,815
143,613

Ordinary
income(Millionsof yen)
(301)
1,950
1,706
867
276
(411)
2,536
6,302
9,205
10,131

Net
income(Millionsof yen)(647)(3,536)
624
490
(499)
(2,629)
1,864
4,616
5,554
7,037

Shareholders’equity ratio(%)

Return on
equity(%)

Dividends
(Yen)

16.7
18.2
23.0
24.9
24.4
22.0
25.2
28.7
35.7
37.9

(2.4)
(15.0)
2.9
2.2
(2.3)
(12.6)
8.4
16.6
15.2
15.5

2.00
0.00
1.00
1.00
1.00
1.00
2.00
3.00
5.00
9.00

Stock price (Yen)
High
252
153
128
151
147
164
493
738
659
592

Low
97
38
50
60
81
79
97
343
406
421

For details on Mr. Hisao Mizushima’s past experience, please refer to the information shown for June
2001 onward presented in Proposal 2 on page 4 of this Notice.

- 10 -