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 shall prevail.

Securities code: 7817
June 8, 2020
To our shareholders:
Tomohiko Kimura
President and Chief Executive Officer
PARAMOUNT BED HOLDINGS CO., LTD.
2-14-5 Higashisuna, Koto-ku, Tokyo, JapanNOTICE OF THE 38TH ORDINARY GENERAL MEETING OF SHAREHOLDERS
The 38th Ordinary General Meeting of Shareholders of PARAMOUNT BED HOLDINGS CO., LTD. (the“Company”) will be held as described below.
In order to prevent the spread of novel coronavirus disease (COVID-19), the government and governors ofprefectures have issued strong requests to refrain from going out. The Company has made careful consideration on
this matter and has resolved to hold the General Meeting of Shareholders while taking all appropriate measures toprevent infections.
However, considering the strong request to refrain from going out and the importance of preventing spread of
infection, the Company requests the shareholders not to attend the General Meeting of Shareholders in person
unless absolutely necessary, and exercise their 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 as described in “Guide for exercise of voting rights, etc.” (in Japanese only) by 5:00 p.m., Thursday, June 25,
2020 (Japan Standard Time).
1. Date and Time: Friday, June 26, 2020 at 10:00 a.m. (Japan Standard Time)(Reception opens at 9:00 a.m.)
2. Venue:
Head Office, Bldg. 2, 4F
2-14-5 Higashisuna, Koto-ku, Tokyo, Japan-

Taking fairness to all shareholders into consideration, we have resolved to cease distributing gifts to shareholders attending theGeneral Meeting of Shareholders from this year.
We appreciate your kind understanding.

3. Purposes:
Items to be reported:
1. Business Report and Consolidated Financial Statements for the 38th term (from April 1, 2019 to March 31,2020), as well as the results of audit of the Consolidated Financial Statements by the Accounting Auditor
and the Audit and Supervisory Committee
2. Non-Consolidated Financial Statements for the 38th term (from April 1, 2019 to March 31, 2020)
Items to be resolved:
Proposal 1:
Appropriation of Surplus
Proposal 2:
Partial Amendments to the Articles of Incorporation
Proposal 3:
Election of Five (5) Directors (Excluding Directors Who Are Audit and Supervisory
Committee Members)
Proposal 4:
Election of Four (4) Directors Who Are Audit and Supervisory Committee Members
4. Other Items Relating to This Notice:(1) Approval will be assumed if you exercise your voting rights using the voting form without indicating
approval or disapproval for each proposal.
(2) Your vote via the Internet, etc. will take precedence if you exercise your voting rights both via the Internet,
etc. and by returning the voting form by postal mail.
(3) Your final vote will take precedence if you exercise your voting rights via the Internet, etc. more than once.

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(4)

Among the documents that should be submitted with this Notice, based on laws and regulations and Article
15 of the Articles of Incorporation, the following items are on the Company’s website(https://www.paramountbed-hd.co.jp) so they are not listed in the documents attached to this Notice.
(i) Notes to the Consolidated Financial Statements(ii) Notes to the Non-Consolidated Financial Statements
Therefore, the documents attached to this Notice are a part of the Consolidated Financial Statements or
Non-Consolidated Financial Statements that were audited by the Accounting Auditor and Audit andSupervisory Committee in preparing audit reports.

- In the event that amendments are made to the Reference Documents for the General Meeting of Shareholders, Business Report,
Non-Consolidated Financial Statements or Consolidated Financial Statements, the amended versions will be made available on the
Company website (https://www.paramountbed-hd.co.jp).

-2-Notice Concerning Measures against Novel Coronavirus Disease (COVID-19) infection- We will notify any major adjustments to the operation of the General Meeting of Shareholders due to theinfection status and announcement from the government, etc. preceding the day of the General Meeting of
Shareholders on the Company’s website (https://www.paramountbed-hd.co.jp).
- Alcohol-based hand sanitizer will be provided near the reception of the venue. The Company requests
shareholders to bring and wear a mask.
- Body temperature will be checked near the entrance of the venue. Anyone who has a fever or seems to be unwellmay be requested not to enter the venue.
- Body temperatures and health conditions of staff who are serving at the venue will have been checked, and they
will wear masks.
- In order to reduce the infection risks and ensure business continuity of the Company, the number of Directors
attending the General Meeting of Shareholders may be reduced regardless of their health conditions on the dayof the General Meeting of Shareholders. Also, the Directors who will attend the General Meeting of
Shareholders will wear masks.
- Explanations on the business report, Non-consolidated Financial Statements, Consolidated Financial Statements,
and audit report from the Audit and Supervisory Committee will be made brief in the General Meeting of
Shareholders in order to shorten the duration of the meeting to mitigate the risks of virus infection.

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Reference Documents for the General Meeting of Shareholders
Proposals and Reference Information
Proposal 1:
Appropriation of Surplus
The Company would like to appropriate surplus as described below.
Matters related to the year-end dividend:
While the Company attaches great importance to returning profits to shareholders in the way that reflects financial
results, it determines the dividend after a comprehensive consideration of the need for robust internal reserves tofurther strengthen the financial position and management foundation in order to actively invest for development ofbusinesses and to deal with rapid changes in the operating environment.
That being the case, the Company proposes to pay a year-end dividend for the 38th term as follows.
(1) Type of dividend property
Cash(2) Allocation of dividend property and total amount thereof
50 yen cash per common share
Total dividends: 1,453,147,700 yen
As 50 yen per share was paid as an interim dividend, the total dividend per share for the term will be 100 yen.
(3) Effective date of distribution of dividends of surplus
June 29, 2020

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Proposal 2:

Partial Amendments to the Articles of Incorporation

1. Reasons for proposal(1) It is proposed that the business purpose in the Articles of Incorporation of subsidiaries be added to theCompany’s business purpose in Article 2 in preparation for the business development of the Group.
(2) In order to ensure flexible dividend payments of surplus, the Company proposes to make amendments to
the Articles of Incorporation to enable the Board of Directors to determine dividends of surplus, inaccordance with the Article 459, Paragraph 1 of the Companies Act. The amendments include addition of
Article 32 (Organizational Body to Determine Dividends of Surplus, Etc.), deletion of existing Article 7(Acquisition of Treasury Shares) whose contents duplicate part of the newly added Article 32, and othernecessary amendments as follows.
2. Details of the amendments
The details of the amendments are as follows.
(Amended parts are underlined)
Proposed amendments

Current Articles of Incorporation(Purpose)
Article 2 (Article text omitted)(1) to (2) (Article text omitted)(3) Manufacturing and sale of furniture and building materials(4) to (32) (Article text omitted)(Acquisition of Treasury Shares)
Article 7
The Company may acquire treasury shares through market
transactions, etc. by resolution of the Board of Directors inaccordance with Article 165, Paragraph 2 of the Companies
Act.
Articles 8 to 32 (Article text omitted)(Newly established)(Date of Record for Dividend of Surplus)
Article 33
1. (Article text omitted)(Newly established)(Purpose)
Article 2 (Unchanged)(1) to (2) (Unchanged)(3) Manufacturing and sale of furniture, building materials, andhousehold equipment(4) to (32) (Unchanged)(Deleted)

Articles 7 to 31 (Unchanged)(Organizational Body to Determine Dividends of Surplus, Etc.)
Article 32
Unless otherwise provided for by laws and regulations, theCompany shall, by resolution of the Board of Directors,
determine dividends of surplus and other matters set forth in
the items of Article 459, Paragraph 1 of the Companies Act.
(Date of Record for Dividend of Surplus)
Article 33
1. (Unchanged)
2. The record date for interim dividends of the Company shallbe September 30 of each year.
3. In addition to the provisions of the preceding two
paragraphs, the Company may pay dividends of surplus by
setting a record date.

2. In addition to the provisions of the preceding paragraph,
the Company may pay dividends of surplus by setting arecord date.
(Interim Dividend)
Article 34(Deleted)
The Company may pay interim dividends by setting a record
date as of September 30 of each year by resolution of the Boardof Directors.
(The Period of Exclusion Concerning Dividends)(The Period of Exclusion Concerning Dividends)
Article 35 (Article text omitted)
Article 34 (Unchanged)-5-Proposal 3:

Election of Five (5) Directors (Excluding Directors Who Are Audit and Supervisory
Committee Members)

At the time of the conclusion of this General Meeting, the terms of office of all five (5) Directors (excluding
Directors who are Audit and Supervisory Committee Members; hereafter the same shall apply in this Proposal) will
expire. Therefore, the Company proposes the election of five (5) Directors.
Moreover, although this proposal has been considered by the Audit and Supervisory Committee, it has expressed its
opinion to the effect that it has no objections.
The candidates for Director are as follows:
No.
1
2
3

Name
Kyosuke Kimura
Tomohiko Kimura
Izumi Sato

Reelection
Reelection
Reelection

4

Toshiyuki Hatta

Reelection

5

Yosuke Kimura

New election

Position and responsibilities, etc. in the Company
Chairperson
President and Chief Executive Officer
Senior Managing Director
Member of the Board, General Manager of General Affairs
Department and Human Resource Department
Corporate Officer, General Manager of Finance Department andInformation System Department

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No.

Name
(Date of birth)

Career summary, position, responsibilities and significant concurrent
positions outside the Company
Apr. 1979
Aug. 1979
Oct. 1982
Sept. 1987
Apr. 1991
Apr. 1997
Apr. 2009

1

2

Number of theCompany’s shares
ownedJoined Paramount Bed Co., LTD.
Member of the Board of Paramount Bed Co., LTD.
Member of the Board of the Company
Senior Managing Director of Paramount Bed Co., LTD.
Senior Executive Director of Paramount Bed Co., LTD.
Executive Vice President of Paramount Bed Co., LTD.
Kyosuke Kimura(September 20, 1950)
President and Chief Executive Officer of Paramount Bed
907,375 sharesCo., LTD.
Reelection
Feb. 2011
President and Chief Executive Officer of the Company
Apr. 2020
Chairperson of the Company (present position)
Apr. 2020
Chairperson of Paramount Bed Co., LTD. (present
position)[Significant concurrent position outside the Company]
Chairperson of Paramount Bed Co., LTD.
[Reasons for nomination as candidate for Director]
Kyosuke Kimura has been a Director and Representative Director of the Company and the subsidiaries of the Group formany years and has engaged in the corporate management. The Company has selected him as a candidate again basedon his plentiful experience and achievements.
Apr. 2008
Joined Paramount Bed Co., LTD.
June 2010
Corporate Officer, Deputy Director of Business Strategy
Planning Division of Paramount Bed Co., LTD.
Apr. 2011
Corporate Officer, Director of Global Business Divisionof Paramount Bed Co., LTD.
Oct. 2011
Corporate Officer of the Company
June 2014
Senior Corporate Officer of the Company
June 2015
Member of the Board of Paramount Bed Co., LTD.
Tomohiko Kimura
Apr. 2016
Senior Managing Director of Paramount Bed Co., LTD.
(July 17, 1977)
873,749 shares
June 2018
Senior Managing Director of the Company
Reelection
June 2019
Senior Executive Director of the Company
June 2019
Senior Executive Director of Paramount Bed Co., LTD.
Apr. 2020
President and Chief Executive Officer of the Company(present position)
Apr. 2020
President and Chief Executive Officer of Paramount Bed
Co., LTD. (present position)[Significant concurrent position outside the Company]
President and Chief Executive Officer of Paramount Bed Co., LTD.
[Reasons for nomination as candidate for Director]
Tomohiko Kimura has been primarily responsible for the Business Strategy Planning and Global Business Divisions. He
has worked as Senior Managing Director of Paramount Bed Co., LTD. from 2016, and has worked as Senior Managing
Director of the Company from 2018, as Senior Executive Director from 2019, and as President and Chief Executive
Officer from April this year. The Company has selected him as a candidate again based on his plentiful experience andachievements in the Group.

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No.

Name
(Date of birth)

Career summary, position, responsibilities and significant concurrent
positions outside the Company
Apr. 1980
Apr. 20093

4

Number of theCompany’s shares
ownedJoined Paramount Bed Co., LTD.
Corporate Officer, Director of Sales Division of
Paramount Bed Co., LTD.
June 2010
Member of the Board, Director of Sales Division of
Paramount Bed Co., LTD.
Oct. 2011
Member of the Board of the Company
June 2013
Senior Managing Director of the Company
June 2013
Senior Managing Director, Director of Sales Division of
Izumi Sato
Paramount Bed Co., LTD.
(March 24, 1958)
6,127 shares
Apr. 2015
Senior Managing Director, General Manager ofCorporate Planning Department of the Company
Reelection
Apr. 2015
Senior Managing Director of Paramount Bed Co., LTD.
Oct. 2015
Senior Managing Director of the Company (present
position)
Apr. 2020
Senior Managing Director and Chief Strategy Officer ofParamount Bed Co., LTD. (present position)[Significant concurrent position outside the Company]
Senior Managing Director and Chief Strategy Officer of Paramount Bed
Co., LTD.
[Reasons for nomination as candidate for Director]
Izumi Sato has been primarily responsible for the Sales and Corporate Planning Divisions, and from 2010 he has
worked as a Director of Paramount Bed Co., LTD., from 2011 he has worked as a Director of the Company and from2013 he has worked as Senior Managing Director. The Company has selected him as a candidate again based on his
plentiful experience and achievements in the Group.
Apr. 1984
Joined Paramount Bed Co., LTD.
June 2011
Corporate Officer, General Manager of Human Resource
Department and Public and Investor Relations
Department of Paramount Bed Co., LTD.
Oct. 2011
Corporate Officer, General Manager of Human Resource
Department and Public and Investor Relations
Department of the Company
June 2018
Corporate Officer, General Manager of General Affairs
Department and Human Resource Department of the
Toshiyuki Hatta
Company(December 21, 1961)
1,200 shares
June 2018
Corporate Officer, Executive Director of Administration
Division of Paramount Bed Co., LTD.
Reelection
June 2019
Member of the Board, General Manager of General
Affairs Department and Human Resource Department of
the Company (present position)
June 2019
Member of the Board, Executive Director of
Administration Division of Paramount Bed Co., LTD.
(present position)[Significant concurrent position outside the Company]
Member of the Board, Executive Director of Administration Division of
Paramount Bed Co., LTD.
[Reasons for nomination as candidate for Director]
Toshiyuki Hatta has been primarily responsible for the Human Resource and Public and Investor Relations
Departments. He has worked as Corporate Officer of the Company and Paramount Bed Co., LTD. from 2011, and has
worked as Member of the Board of the Company from 2019. The Company has selected him as a candidate again basedon his plentiful experience and achievements in the Group.

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No.

Name
(Date of birth)

Career summary, position, responsibilities and significant concurrent
positions outside the Company
Apr. 2013
June 2015

Yosuke Kimura(October 10, 1980)
New election
5

Note:

Joined Paramount Bed Co., LTD.
Corporate Officer, Deputy Director of TechnicalEngineering Division of Paramount Bed Co., LTD.
Apr. 2017
Corporate Officer, Director of Technical Engineering
Division of Paramount Bed Co., LTD.
June 2017
Member of the Board, Director of Technical Engineering
Division of Paramount Bed Co., LTD.
Apr. 2018
Member of the Board, Executive Director of Financeand System Administration Division of Paramount Bed
Co., LTD. (present position)
June 2019
Corporate Officer, General Manager of Finance
Department and Information System Department of theCompany (present position)[Significant concurrent position outside the Company]
Member of the Board, Executive Director of Finance and System
Administration Division of Paramount Bed Co., LTD.

Number of theCompany’s shares
owned

369,339 shares[Reasons for nomination as candidate for Director]
Yosuke Kimura has been primarily responsible for the Technical Engineering and Finance and System Administration
Divisions. He has worked as Corporate Officer from 2015 and Member of the Board from 2017 of Paramount Bed Co.,
LTD., and has worked as Corporate Officer of the Company from 2019. The Company has selected him as a new
candidate based on his experience and achievements in the Group.
There is no special interest between each of the candidates and the Company.

-9-Proposal 4:

Election of Four (4) Directors Who Are Audit and Supervisory Committee Members

At the time of the conclusion of this General Meeting, the terms of office of all four (4) Directors who are Audit
and Supervisory Committee Members will expire. Therefore, the Company requests the election of four (4)Directors who are Audit and Supervisory Committee Members.
In addition, this proposal has obtained the consent of the Audit and Supervisory Committee.
Candidates for the role of Directors who are Audit and Supervisory Committee Members are as follows.
No.

Name

1

Yoshiharu Kitahara

Reelection

2

Yukari Oka

Reelection

3

Masaki Sato

Reelection

4

Yoshikazu Goto

Reelection

Position and responsibilities, etc. in the Company
Member of the Board (Full-time Audit and Supervisory
Committee Member)
Unaffilliated member of the Board (Audit and Supervisory
Committee Member)
Unaffilliated member of the Board (Audit and Supervisory
Committee Member)
Unaffilliated member of the Board (Audit and Supervisory
Committee Member)- 10 -

No.

Name(Date of birth)

Career summary, position, responsibilities and significant concurrent
positions outside the Company
Apr. 1980
Apr. 20091

2

3

Number of theCompany’s shares
ownedJoined Paramount Bed Co., LTD.
Corporate Officer, General Manager of General Affairs
Department of Paramount Bed Co., LTD.
Oct. 2011
Corporate Officer, General Manager of General Affairs
Department of the Company
June 2015
Member of the Board, General Manager of General
Yoshiharu Kitahara
Affairs Department of the Company(March 6, 1957)
3,980 shares
June 2015
Member of the Board, Director of Administration
Reelection
Division of Paramount Bed Co., LTD.
June 2018
Member of the Board (Full-time Audit and Supervisory
Committee Member) of the Company (present position)
June 2018
Auditor of Paramount Bed Co., LTD. (present position)[Significant concurrent position outside the Company]
Auditor of Paramount Bed Co., LTD.
[Reasons for nomination as candidate for Director who is an Audit and Supervisory Committee Member]
Yoshiharu Kitahara has been primarily responsible for Administrative Division mainly in the General Affairs
Department. He has worked as Member of the Board of the Company and Paramount Bed Co. from 2015, and has
worked as full-time Audit and Supervisory Committee Member of the Company as well as Auditor of Paramount Bed
Co., LTD. from 2018. The Company has selected him as a candidate again based on his plentiful experience andachievements in the Group.
Mar. 1995
Completed The Legal Training and Research Institute ofJapan
Apr. 1995
Registered as an attorney-at-law
Yukari Oka
June 2007
Unaffiliated Auditor of Paramount Bed Co., LTD.
(April 26, 1963)- shares
Apr. 2011
Unaffiliated Auditor of the Company
June 2015
Unaffiliated member of the Board of the Company
Reelection
June 2016
Unaffiliated member of the Board of the Company(Audit and Supervisory Committee Member) (present
position)[Reasons for nomination as candidate for Outside Director who is an Audit and Supervisory Committee Member]
Yukari Oka has built up specialized knowledge and high principles as a lawyer. The Company has selected her as a
candidate again so she can use that judgment to strengthen the Company’s compliance management and corporate
governance structure. While she does not have direct corporate management experience, for the above reasons theCompany has determined that she can appropriately fulfill her duties as an Outside Director.
June 1973
Joined Nishikata Audit Corporation (Currently Deloitte
Touche Tohmatsu LLC)
Mar. 1976
Registered as a Certified Public Accountant
Nov. 1986
Partner, Nishikata Audit Corporation
Masaki Sato
July 1993
Senior Partner, Tohmatsu & Co. (Currently Deloitte(September 17, 1947)- shares
Touche Tohmatsu LLC)
Dec. 2012
Left Deloitte Touche Tohmatsu LLC
Reelection
June 2015
Unaffiliated Auditor of the Company
June 2016
Unaffiliated member of the Board of the Company(Audit and Supervisory Committee Member) (present
position)[Reasons for nomination as candidate for Outside Director who is an Audit and Supervisory Committee Member]
Masaki Sato is a Certified Public Accountant and has high principles based on many years of experience in accounting
audits. The Company has selected him as a candidate again so he can use those principles to strengthen the Company’s
corporate governance structure. While he does not have direct corporate management experience, for the above reasons
the Company has determined that he can appropriately fulfill his duties as an Outside Director.

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No.

Name(Date of birth)

Career summary, position, responsibilities and significant concurrent
positions outside the Company
Apr. 1980

4

Notes:

Number of theCompany’s shares
ownedJoined Ministry of International Trade and Industry(Currently, Ministry of Economy, Trade and Industry)
Aug. 2003
Director, Standards Development and Planning Division,
Industrial Science and Technology Policy andEnvironment Bureau, Ministry of Economy, Trade andIndustry
June 2004
Director, Small and Medium Enterprise Agency/
Engineering Division, Ministry of Economy, Trade andIndustry
July 2008
Deputy Director-General, Manufacturing Industries
Bureau, Ministry of Economy, Trade and Industry
Yoshikazu Goto
Apr. 2010
Deputy Director-General, Manufacturing Industries(October 30, 1955)
Bureau, Ministry of Economy, Trade and Industry- sharesOct. 2012
Professor, Department of Materials Engineering, School
Reelectionof Engineering, The University of Tokyo
June 2015
Unaffiliated member of the Board of the Company
Oct. 2017
Vice-President, General Director of Technical ResearchInstitute of Japan Society for the Promotion of Machine
Industry (present position)
June 2018
Unaffiliated member of the Board of the Company(Audit and Supervisory Committee Member) (present
position)[Significant concurrent position outside the Company]
Vice-President, General Director of Technical Research Institute of Japan
Society for the Promotion of Machine Industry[Reasons for nomination as candidate for Outside Director who is an Audit and Supervisory Committee Member]
Yoshikazu Goto has spent many years primarily in the affairs of economic administration for industrial promotion
focused on companies’ manufacturing and has plentiful experience and broad insights regarding industrial-academic
collaboration and research. In order to have him use his insights in the management of the Company and to further
strengthen the Company’s corporate governance structure, the Company has selected him as a candidate again. While hedoes not have direct corporate management experience, for the above reasons the Company has determined that he canappropriately fulfill his duties as an Outside Director.
1. There is no special interest between each of the candidates and the Company.
2. Yukari Oka, Masaki Sato, and Yoshikazu Goto are candidates for Outside Director.
3. Yukari Oka is currently an Outside Director of the Company and her tenure in office as an Outside Director at the timeof the conclusion of this General Meeting of Shareholders will be five (5) years (her tenure in office as an Outside
Director who is an Audit and Supervisory Committee Member will be four (4) years).
4. Masaki Sato is currently an Outside Director of the Company and his tenure in office as an Outside Director who is an
Audit and Supervisory Committee Member at the time of the conclusion of this General Meeting of Shareholders will befour (4) years.
5. Yoshikazu Goto is currently an Outside Director of the Company and his tenure in office as an Outside Director at thetime of the conclusion of this General Meeting of Shareholders will be five (5) years (his tenure in office as an Outside
Director who is an Audit and Supervisory Committee Member will be two (2) years).
6. The Company has concluded limited liability agreements with Yukari Oka, Masaki Sato, and Yoshikazu Goto who are
Outside Directors, as specified in Article 423, Paragraph 1 of the Companies Act, based on Article 427, Paragraph 1 of
the Companies Act and in the Company’s Articles of Incorporation, limiting liability to the minimum liability amount as
specified in Article 425, Paragraph 1 of the Companies Act. If these three (3) candidates’ reelection is approved, theCompany intends to continue these agreements.
7. The Company has specified Yukari Oka, Masaki Sato, and Yoshikazu Goto as Independent Officers as specified by
Tokyo Stock Exchange, Inc. and has registered them with the same Exchange. If the reelection of these three (3)candidates is approved, the Company plans for their appointments as Independent Officers to continue.

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