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 9, 2017
To our shareholders:
Kyosuke Kimura
President
PARAMOUNT BED HOLDINGS CO., LTD.
2-14-5 Higashisuna, Koto-ku, Tokyo, JapanNOTICE OF THE 35TH ORDINARY GENERAL MEETING OF SHAREHOLDERS
You are cordially invited to attend the 35th Ordinary General Meeting of Shareholders of PARAMOUNT BED
HOLDINGS CO., LTD. (the “Company”), which will be held as described below.
If you are unable to attend the meeting in person, you may exercise your voting rights by postal mail. Pleaseindicate your approval or disapproval of the proposals on the enclosed voting form after reviewing the attached
Reference Documents for the General Meeting of Shareholders, and return it by postal mail to reach us no later
than 5:00 p.m., Wednesday, June 28, 2017 (Japan Standard Time).
1. Date and Time: Thursday, June 29, 2017 at 10:00 a.m. (Japan Standard Time)
2. Venue:
Head Office, Bldg. 2, 4F
2-14-5 Higashisuna, Koto-ku, Tokyo, Japan
3. Purposes:
Items to be reported:
1. Business Report and Consolidated Financial Statements for the 35th Term (from April 1, 2016 to March31, 2017), 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 35th Term (from April 1, 2016 to March 31, 2017)
Items to be resolved:
Proposal 1:
Appropriation of Surplus
Proposal 2:
Partial Amendments to the Articles of Incorporation
Proposal 3:
Election of Seven (7) Directors (Excluding Directors Who Are Audit and Supervisory
Committee Members)
Proposal 4:
Election of One (1) Substitute Director Who Is an Audit and Supervisory CommitteeMember
4. Other Items Relating to This Notice
Among the documents that should be submitted with this Notice, based on laws and regulations and Article 15of the Articles of Incorporation, the following items are on the Company’s website (http://www.paramountbedhd.co.jp) so they are not listed in this Notice.
(1) Notes to the Consolidated Financial Statements(2) Notes to the Non-Consolidated Financial Statements
Therefore, the documents attached to this Notice are a part of the Consolidated Financial Statements or NonConsolidated Financial Statements that were audited by the Accounting Auditor and Audit and Supervisory
Committee in preparing audit reports.

-If you are attending in person on the day, please present the enclosed voting form at the venue Reception.
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 theCompany website (http://www.paramountbed-hd.co.jp).

- 1 -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.
In addition, Paramount Bed Co., Ltd., which is the core of the Group, celebrated the 70th anniversary of its
founding on May 25, 2017. This is due entirely to the warm support of all those concerned, including shareholders,
for which we offer our humble and heartfelt thanks.
That being the case, the Company proposes to pay a term-end dividend for the 35th term as follows.
(1) Type of dividend property
Cash(2) Allocation of dividend property and total amount thereof
50 yen cash per common share (regular dividends: 40 yen; commemorative dividends: 10 yen)
Total dividends: 1,380,716,300 yen
As 40 yen per share was paid as an interim dividend, the total dividend per share for the term will be 90 yen(increase of 20 yen over the previous business year).
(3) Effective date of distribution of dividends of surplus
June 30, 2017

- 2 -Proposal 2:

Partial Amendments to the Articles of Incorporation

1. Reason for proposal(1) It is proposed that a business purpose be added to Article 2 in preparation for the development of thebusiness going forward.
(2) It is proposed that a new provision be added to Article 20 to extend the period for which resolutions
remain in force with regard to the election of Substitute Director who is an Audit and Supervisory
Committee Member.
2. Details of the amendments
The details of the amendments are as follows.
(Amended parts are underlined)
Current Articles of Incorporation(Purpose)
Article 2 (Article text omitted)(1) to (14) (Article text omitted)(Newly established)

Proposed amendments(15) to (26) (Article text omitted)(Term of Office)
Article 20
1. (Article text omitted)(Purpose)
Article 2 (Unchanged)(1) to (14) (Unchanged)(15) Telecommunications business(16) to (27) (Unchanged)(Term of Office)
Article 20
1. (Unchanged)

2. (Article text omitted)

2. (Unchanged)

3. (Article text omitted)(Newly established)

3. (Unchanged)
4. The period for which a resolution for the election of
Substitute Director who is an Audit and Supervisory
Committee Member shall remain in force shall be until thecommencement of the Ordinary General Meeting ofShareholders held in respect of the last business year that
ends within two (2) years of said resolution.

- 3 -Proposal 3:

Election of Seven (7) Directors (Excluding Directors Who Are Audit and Supervisory
Committee Members)

At the conclusion of this general meeting of shareholders, the terms of office of all seven (7) Directors (excludingDirectors who are Audit and Supervisory Committee Members; hereafter the same shall apply in this Proposal) will
expire. Therefore, the Company proposes the election of seven (7) 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.

12Name(Date of birth)

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

Number of theCompany’s shares
owned

Apr. 1977
Joined Paramount Bed Co., LTD.
Aug. 1977
Member of the Board of Paramount Bed Co., LTD.
Aug. 1979
Senior Managing Director of Paramount Bed Co., LTD.
Kenji Kimura
Oct. 1982
Member of the Board of the Company
912,397 shares(June 21, 1947)
Sept. 1987
Senior Executive Director of Paramount Bed Co., LTD.
Apr. 1991
President of Paramount Bed Co., LTD.
Apr. 2009
Chairman of Paramount Bed Co., LTD.
Oct. 2011
Chairman of the Company (present position)[Reasons for nomination as candidate for Director]
Kenji Kimura has been a Director and Representative Director of the Company and the Company’s Group for many
years and has engaged in the corporate management. The Company has selected him as a candidate again based on his
plentiful experience and achievements.
Apr. 1979
Joined Paramount Bed Co., LTD.
Aug. 1979
Member of the Board of Paramount Bed Co., LTD.
Oct. 1982
Member of the Board of the Company
Sept. 1987
Senior Managing Director of Paramount Bed Co., LTD.
Apr. 1991
Senior Executive Director of Paramount Bed Co., LTD.
Kyosuke Kimura
Apr. 1997
Executive Vice President of Paramount Bed Co., LTD.
911,275 shares(September 20, 1950) Apr. 2009
President and Chief Executive Officer of Paramount Bed
Co., LTD. (present position)
Feb. 2011
President and Chief Executive Officer of the Company(present position)[Significant concurrent positions outside the Company]
President and Chief Executive Officer 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 Company’s Group for many
years and has engaged in the corporate management. The Company has selected him as a candidate again based on his
plentiful experience and achievements.

- 4 -No.

Name
(Date of birth)

Career summary, position, responsibilities and significant concurrent
positions outside the CompanyFeb. 1983
Sept. 1987
Nov. 1992
Apr. 2000

34

Number of theCompany’s shares
ownedJoined Paramount Bed Co., LTD.
Member of the Board of Paramount Bed Co., LTD.
Auditor of the Company
Member of the Board, Director of Finance and System
Administration Division of Paramount Bed Co., LTD.
Michihide Kimura
Apr. 2009
Senior Executive Director of Paramount Bed Co., LTD.
911,016 shares(September 11, 1958)(present position)
Feb. 2011
Member of the Board of the Company
Oct. 2011
Senior Executive Director and Chief Financial Officer ofthe Company (present position)[Significant concurrent position outside the Company]
Senior Executive Director of Paramount Bed Co., LTD.
[Reasons for nomination as candidate for Director]
Michihide Kimura has been a Director of the Company and the Company’s Group for many years and has been
primarily responsible for both the Finance and System Administration Divisions. He has worked as the Company’s
Senior Executive Director, etc. since 2011 and based on his plentiful experience and achievements, the Company has
selected him as a candidate again.
Apr. 1980
Joined Paramount Bed Co., LTD.
Apr. 2009
Corporate Officer, Director of Sales Division ofParamount Bed Co., LTD.
June 2010
Member of the Board, Director of Sales Division ofParamount 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 ofIzumi SatoParamount Bed Co., LTD.
5,727 shares(March 24, 1958)
Apr. 2015
Senior Managing Director, General Manager ofCorporate Planning Department of the Company
Apr. 2015
Senior Managing Director of Paramount Bed Co., LTD.
(present position)
Oct. 2015
Senior Managing Director of the Company (presentposition)[Significant concurrent position outside the Company]
Senior Managing Director 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 from 2013 hehas worked as Senior Managing Director. The Company has selected him as a candidate again based on his plentiful
experience and achievements in the Group.

- 5 -No.

Name(Date of birth)

Career summary, position, responsibilities and significant concurrent
positions outside the Company
Apr. 1977
June 2000
June 2002

56

Number of theCompany’s shares
ownedJoined Paramount Bed Co., LTD.
Member of the Board of Paramount Bed Co., LTD.
Member of the Board, Director of Sales Division ofParamount Bed Co., LTD.
Apr. 2009
Member of the Board, Director of TechnicalEngineering Division of Paramount Bed Co., LTD.
Ikuo SakamotoOct. 2011
Member of the Board of the Company (present position)
15,500 shares(April 30, 1953)
Jan. 2014
Member of the Board, Senior Sales Director ofParamount Bed Co., LTD.
Apr. 2016
Member of the Board of Paramount Bed Co., LTD.
(present position)[Significant concurrent position outside the Company]
Member of the Board of Paramount Bed Co., LTD.
[Reasons for nomination as candidate for Director]
Ikuo Sakamoto has been primarily responsible for the Sales and Technical Engineering Divisions, and from 2000 he has
worked as a Director of Paramount Bed Co., LTD. and from 2011 he has worked as a Director of the Company. The
Company has selected him as a candidate again based on his plentiful experience and achievements in the Group.
Apr. 1980
Joined Paramount Bed Co., LTD.
Apr. 2009
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
Yoshiharu Kitahara
June 2015
Member of the Board, General Manager of General
3,780 shares(March 6, 1957)
Affairs Department of the Company (present position)
June 2015
Member of the Board, Director of Administration
Division of Paramount Bed Co., LTD. (present position)[Significant concurrent position outside the Company]
Member of the Board, Director of Administration Division of Paramount
Bed Co., LTD.
[Reasons for nomination as candidate for Director]
Yoshiharu Kitahara has been primarily responsible for the General Affairs Department and he has worked as Corporate
Officer and General Manager of General Affairs Department of Paramount Bed Co., LTD. from 2009 and of theCompany from 2011. From 2015 he has worked as a Director, General Manager of General Affairs Department of theCompany. The Company has selected him as a candidate again based on his plentiful experience and achievements inthe Group.

- 6 -No.

Name(Date of birth)

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

Number of theCompany’s shares
owned

Apr. 1980

7Notes:Joined 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
Yoshikazu Goto
Bureau, Ministry of Economy, Trade and Industry- shares(October 30, 1955)
Apr. 2010
Deputy Director-General, Manufacturing Industries
Bureau, Ministry of Economy, Trade and Industry
Oct. 2012
Professor, Department of Materials Engineering Schoolof Engineering, The University of Tokyo (presentposition)
June 2015
Unaffiliated member of the Board of the Company(present position)[Significant concurrent position outside the Company]
Professor, Department of Materials Engineering School of Engineering,
The University of Tokyo
Reasons for nomination as candidate for Outside Director
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 continue to use his insights in the management of the Company and togive appropriate counsel and supervision regarding the carrying out of duties of Executive Directors from an
independent point of view, the Company has selected him as a candidate for Outside Director. While Yoshikazu Goto
does 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. Yoshikazu Goto is a candidate for Outside Director.
3. Yoshikazu Goto is currently an Outside Director of the Company and his tenure as Outside Director at the time of theconclusion of this General Meeting of Shareholders will be two (2) years.
4. The Company has concluded a limited liability agreement with Yoshikazu Goto under the provision of Article 427,
Paragraph 1 of the Companies Act and the Company’s Articles of Incorporation to limit liability for damages asprovided for in Article 423, Paragraph 1 of the Companies Act to the minimum liability amount specified in Article 425,
Paragraph 1 of the Companies Act. If his reelection is approved, the Company intends to continue this limited liability
agreement with him.
5. The Company has designated Yoshikazu Goto as an Independent Director according to the specifications of Tokyo
Stock Exchange, Inc. and has registered him with the same Exchange. In the event that the reelection of Yoshikazu Goto
is approved, the Company plans for him to continue to serve in the role of Independent Director.

- 7 -Proposal 4:

Election of One (1) Substitute Director Who Is an Audit and Supervisory Committee MemberAs specified by laws and regulations, the Company requests the election of one (1) Substitute Director who is anAudit and Supervisory Committee Member as a provision against the possibility of there being a deficit ofDirectors who are Audit and Supervisory Committee Members.
In addition, this proposal has obtained the consent of the Audit and Supervisory Committee.
The candidate for Substitute Director who is an Audit and Supervisory Committee Member is as follows.
Name(Date of birth)

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

Number of theCompany’s sharesownedApr. 1962
July 2001
Aug. 2002
June 2008

Joined Tokyo Regional Taxation Agency
District Director, Tachikawa Tax Office
Takehisa Taguchi
Registered as a Certified Public Tax Accountant- shares(July 14, 1943)
Outside Audit & Supervisory Board Member, Ohashi
Technica, Inc
June 2013
Outside Director, Ohashi Technica, Inc[Reasons for nomination as candidate for Substitute Outside Director who is an Audit and Supervisory Committee Member]
Takehisa Taguchi has specialized knowledge and broad experience cultivated as a Tax Accountant. The Company has selected himas a candidate for Substitute Outside Director who is an Audit and Supervisory Committee Member so he can use his knowledge andexperience to strengthen the Company’s corporate governance structure. While Takehisa Taguchi 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.
Notes:

1. There is no special interest between Takehisa Taguchi and the Company.
2. Takehisa Taguchi is a candidate for Substitute Outside Director who is an Audit and Supervisory Committee Member.
In addition, if he becomes an Outside Director who is an Audit and Supervisory Committee Member, the Company
intends to register him as an Independent Director as specified by Tokyo Stock Exchange, Inc.
3. If Takehisa Taguchi becomes an Outside Director who is an Audit and Supervisory Committee Member, the Company
plans to conclude a limited liability agreement with him under the provision of Article 427, Paragraph 1 of theCompanies Act and the Company’s Articles of Incorporation to limit liability for damages as provided for in Article
423, Paragraph 1 of the Companies Act to the minimum liability amount specified in Article 425, Paragraph 1 of theCompanies Act.

- 8 -