This document has been translated from the Japanese original for the convenience of non-Japanese shareholders. In the event ofany discrepancy between this translation and the Japanese original, the original shall prevail.

Securities identification code: 7817

June 10, 2016

To our shareholders:
Kyosuke Kimura

President

PARAMOUNT BED HOLDINGS CO., LTD.
2-14-5 Higashisuna, Koto-ku, Tokyo, JapanNOTICE OF THE 34TH ORDINARY GENERAL MEETING OF SHAREHOLDERS
You are cordially invited to attend the 34th Ordinary General Meeting of Shareholders of PARAMOUNTBED 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.
Please indicate 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 mailto reach us no later than 5:00 p.m., Tuesday, June 28, 2016 (Japan Standard Time).

Meeting Details
1.

Date and time:

Wednesday, June 29, 2016 at 10:00 a.m. (Japan Standard Time)

2.

Venue:

2-14-5 Higashisuna, Koto-ku, Tokyo, Japan
Head Office, Bldg. 2, 4F

3.

Purposes:
Items to be reported:
1. Business Report and Consolidated Financial Statements for the 34th Term (from April 1,2015 to March 31, 2016), as well as the results of audit of the Consolidated Financial
Statements by the Accounting Auditor and the Audit and Supervisory Board
2. Non-Consolidated Financial Statements for the 34th Term (from April 1, 2015 to March 31,
2016)
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 three (3) Directors who are Audit and Supervisory Committee

Members
Proposal 5:
Proposal 6:
Proposal 7:

Election of one (1) Director who is a Substitute Audit and Supervisory
Committee Member
Determination of Amount of Remuneration for Directors (excluding Directors
who are Audit and Supervisory Committee Members)

Determination of Amount of Remuneration for Directors who are Audit andSupervisory Committee Members

14.

Other Items Relating to this Notice
Among the paperwork that should be submitted with this Notice, based on laws and Article 15 of the
Articles of Incorporation, the following items are on the Company’s website(http://www.paramountbed-hd.co.jp) so they are not listed in this Notice.
(1) Consolidated Notes to the Consolidated Financial Statements(2) Individual Notes to the Financial Statements
Therefore, the paperwork submitted with this Notice are a part of the Consolidate Financial
Statements or Financial Statements audited when the Accounting Auditor made the Accounting
Audit Report.

2

Reference Documents for the General Meeting of Shareholders
Proposal 1:

Appropriation of surplus

The Company would like to appropriate surplus as described below.
Matters related to the year-end dividend:
While aiming to both sustainably improve the Company’s corporate value and further strengthen the
Company’s business structure, based on the results of this business year and from a viewpoint
focused on shareholders, we are working to provide stable and continual dividends.
Therefore, we have made the term-end dividend for the 34th term as follows.
(1) Type of dividend property
Cash(2) Allocation of dividend property and total amount thereof
35 yen cash per common share, total amount of dividends: 998,011,350 yen
As 35 yen per share was paid as an interim dividend, the total dividend per share for the term
will be 70 yen (increase of 10 yen over the previous business year).
(3) Effective date of distribution of dividends of surplus
June 30, 2016

3

Proposal 2:

Partial amendments to the Articles of Incorporation

1. Reason for proposal(1) Due to the promulgation of the “Act for Partial Revision of the Companies Act” (Act No. 90
of 2014), by majority vote it became possible to transition to a Company with Audit andSupervisory Committee which has an Audit and Supervisory Committee composed ofoutside directors. In order to further reinforce the Company’s corporate governancestructure by further strengthening the supervisory function of the Board of Directors, theCompany would like to transition to a Company with Audit and Supervisory Committee.
Accordingly, the Company will make the necessary changes to transition to a Company
with Audit and Supervisory Committee by newly establishing rules regarding the Audit andSupervisory Committee Members and Audit and Supervisory Committee and delete rules
related to the Audit and Supervisory Board Members and Audit and Supervisory Board.
(2) Other, change to the number of Articles necessary in connection with the above changes.
2. Details of the amendments
The details of the amendments are as follows.
The amendments to the Articles of Incorporation in this proposal will take effect at theconclusion of this General Meeting of Shareholders.
Current Articles of Incorporation
Chapter 1 General Provisions
Article 1 to Article 3 (Article text omitted)(Amended parts are underlined)
Proposed Amendments
Chapter 1 General Provisions
Article 1 to Article 3 (Unchanged)(Organizations)
Article 4: In addition to the General Meeting of
Shareholders and the Directors, the Company
shall establish the following organizations.
1. Board of Directors
2. Audit and Supervisory Board Members
3. Audit and Supervisory Board
4. Accounting Auditor
Article 5 (Article text omitted)(Organizations)
Article 4: In addition to the General Meeting of
Shareholders and the Directors, the Company
shall establish the following organizations.
1. Board of Directors
2. Audit and Supervisory Committee(Delete)3. Accounting Auditor
Article 5 (Unchanged)

Chapter 2 Shares
Article 6 to Article 11 (Article text omitted)

Chapter 2 Shares
Article 6 to Article 11 (Unchanged)

Chapter 3 General Meeting of Shareholders
Article 12 to Article 17 (Article text omitted)

Chapter 3 General Meeting of Shareholders
Article 12 to Article 17 (Unchanged)

Chapter 4: Directors and Board of Directors(Number of Directors)
Article 18: The Company shall have twelve(12) or fewer Directors.

Chapter 4: Directors and Board of Directors(Number of Directors)
Article 18: (1) The Company shall have twelve(12) or fewer Directors (excluding Directors
who are Audit and Supervisory Committee
Members).
(2) The Company shall have five (5) Directors
or fewer who are Audit and Supervisory
Committee Members(Newly established)4

(Method of Election and Dismissal)
Article 19: (1) Directors shall be elected or
dismissed by the General Meeting of
Shareholders.

(Method of Election and Dismissal)
Article 19: (1) Directors shall be elected by aresolution of the General Meeting of
Shareholders. However, Directors who are
Audit and Supervisory Committee Members
shall be distinguished from other Directors andelected.

(2) to (4) (Article text omitted)(2) to (4) (Unchanged)(Term of Office of Directors)(Term of Office of Directors)

Article 20: (1) The term of office of Directors
shall be up to the conclusion of the Ordinary
General Meeting of Shareholders for the lastbusiness year ending within two (2) years after
election.

Article 20: (1) The term of office of Directors(excluding Directors who are Audit andSupervisory Committee Members) shall be up
to the conclusion of the Ordinary General
Meeting of Shareholders for the last businessyear ending within one (1) year after election.

(2) The term of office of a Director elected as a
substitute shall be the time of expiration ofterm of office of the Director who resigned.

(Delete)(3) The term of office of Directors elected due
an increase of members shall be the time of
expiration of term of office of other Directors.

(Delete)(Newly established)(2) The term of office of Directors who are
Audit and Supervisory Committee Members
shall be up to the conclusion of the Ordinary
General Meeting of Shareholders for the lastbusiness year ending within two (2) years after
election.

(Newly established)(3) The term of office of Directors who are
Audit and Supervisory Committee Members
elected as substitutes for Directors who are
Committee Members shall be the time of
expiration of the outgoing Directors who are
Audit and Supervisory Committee Members.

(Representative Director and Executive
Directors)
Article 21: (1) By resolution of the Board of
Directors, one (1) Chairman and one (1)President, and several Vice-Presidents, Senior
Executive Directors, and Senior Managing
Directors each can be appointed.

(Representative Directors and Executive
Directors)
Article 21: (1) By resolution of the Board of
Directors, one (1) Chairman and one (1)President, and several Vice-Presidents, Senior
Executive Directors, and Senior Managing
Directors each can be appointed from among
the Directors (excluding Directors who are
Audit and Supervisory Committee Members).

5(2) (Article text omitted)(2) (Unchanged)(Notice of Convocation of the Board of
Directors)
Article 22: The notice of convocation of theBoard of Directors shall be sent out no later
than three (3) days prior to the meeting date toeach of the Directors and Audit andSupervisory Board Members. However, when
there is an emergency, this can be shortened.
(Newly established)(Notice of Convocation of the Board of
Directors)
Article 22: (1) The notice of convocation of theBoard of Directors shall be sent out no later
than three (3) days prior to the meeting date toeach of the Directors. However, when there isan emergency, this can be shortened.

(Newly established)(Delegation to Director(s) of Decision of
Execution of Important Duty)
Article 23: According to the provision of
Article 399-13, Paragraph 6 of the Companies
Act, by resolution of the Board of Directors,
the entire or part of the decision to carry out animportant duty (excluding the items given ineach of the numbers of Paragraph 5 of the same
Article) can be delegated to Director(s).

(Method of Resolution of the Board of
Directors)
Article 23: (1) Resolutions of the Board of
Directors will be made when a majority of
Directors who can participate in a vote arepresent and a majority of Directors present
agree.
(2) (Article text omitted)(Method of Resolution of the Board of
Directors)
Article 24: (1) Resolutions of the Board of
Directors will be made when a majority of
Directors who can participate in a vote arepresent and a majority of those Directors agree.

(Rules of the Board of Directors)
Article 24: (Article text omitted)(Rules of the Board of Directors)
Article 25: (Unchanged)(Remuneration, etc.)
Article 25: Director remuneration, bonus andother profit of a proprietary nature (hereinafter“remuneration”) received from the Company ascompensation for execution of duties shall be
determined by resolution of the General
Meeting of Shareholders.

(Remuneration, etc.)
Article 26: The remuneration, bonus, and otherfinancial profit Directors (excluding Directors
who are Audit and Supervisory Committee
Members) and Audit and Supervisory
Committee Members receive from theCompany as compensation for execution ofduties shall be determined by resolution of theGeneral Meeting of Shareholders, with Audit
and Supervisory Committee Members
distinguished from other Directors.

(Exempting Directors from Liability)
Article 26:(1)(Article text omitted)(2) (Article text omitted)(Exempting Directors from Liability)
Article 27: (1) (Unchanged)(2) (Unchanged)(2) When all the Directors agree, it is possible
to hold a meeting of the Board of Directors
without going through the process of
notification.

(2) (Unchanged)

6Chapter 5: Audit and Supervisory Board
Members and the Audit and Supervisory Board(Delete)(Number of Members)
Article 27: The Company shall have five (5) or
fewer Audit and Supervisory Board Members.

(Delete)(Method of Election and Dismissal)
Article 28: Audit and Supervisory Board
Members shall be elected and dismissed by theGeneral Meeting of Shareholders(Delete)(2) Resolutions for the election of Audit andSupervisory Board Members shall be madewhen shareholders with at least one third (1/3)
of exercisable shareholder voting rights arepresent and approve of the resolution bymajority decision.
(3) Resolutions for the dismissal of Audit andSupervisory Board Members shall be madewhen shareholders with at least one third (1/3)
of exercisable shareholder voting rights arepresent and two thirds (2/3) or more approve of
the resolution.
(Term of Office)
Article 29: (1) The term of office of Audit andSupervisory Board Members shall be up to theconclusion of the Ordinary General Meeting of
Shareholders for the last business year withinfour (4) years after election.
(2) The term of office of an Audit andSupervisory Board Member(s) elected as
substitute(s) for Audit and Supervisory Board
Member(s) who resigns before his or her
term’s expiration shall be to the time of officeof the Audit and Supervisory Board member(s)who resigned.
(3) The period of effectiveness of theresolution for election of a substitute Audit andSupervisory Board Member(s) elected based on
Article 329, Paragraph 3 of the Companies Act
shall be to the start of the last Ordinary General
Meeting of Shareholders for the last fiscal yearthat ends within four (4) years after election.
(4) The term of office of an Audit andSupervisory Board Member who assumes
office as a substitute Audit and Supervisory
Board Member of the previous Paragraph shallbe to the expiration of term of office of the
Audit and Supervisory Board Member(s) who
resigned. However, that term of office shall notgo past the conclusion of the Ordinary General
Meeting of Shareholders for the last fiscal year

(Delete)7

that ends within four (4) years after election.

(Statutory Audit and Supervisory Board
Member(s))
Article 30: The Audit and Supervisory Board
shall select the Statutory Audit and Supervisory
Board Member(s).

(Delete)(Notice of Convocation of the Audit andSupervisory Board)
Article 31: (1) The notice of convocation of the
Audit and Supervisory Board shall be sent out
no later than three (3) days prior to the meeting
date to each of the Audit and Supervisory
Board Members. However, when there is an
emergency, this can be shortened.
(2) When there is agreement by all members of
the Audit and Supervisory Committee, it ispossible to hold a meeting of the Audit andSupervisory Committee without going throughthe process of notification.

(Delete)(Method of Resolution of the Audit andSupervisory Board)
Article 32: Unless otherwise specified by laws
and regulations, resolutions by the Audit andSupervisory Board shall be made by majority
decision.

(Delete)(Rules of Audit and Supervisory Board)
Article 33: Items concerning the Audit andSupervisory Board shall be according to laws
or these Articles of Incorporation and Audit
and Supervisory Board rules determined by the
Audit and Supervisory Board.

(Delete)(Remuneration, etc.)
Article 34: Audit and Supervisory Board
Member remuneration, etc. shall be determinedby resolution of the General Meeting of
Shareholders.

(Delete)(Exempting Audit and Supervisory Board
Members from Liability)
Article 35: (1) According to rules of Article
426, Paragraph 1 of the Companies Act, theCompany can exempt an Audit andSupervisory Board Member (including past
Audit and Supervisory Board Members) who
neglected their duties from responsibility forcompensation for damages to the legal limit.

(Delete)8(2) According to the rules of Article 427,
Paragraph 1 of the Companies Act, theCompany can conclude an agreement with
Audit and Supervisory Board Members to limit
the amount of responsibility for compensation
for damages due to neglect of duty, to the legal
limit.
Chapter 5: Audit and Supervisory Committee(Statutory Audit and Supervisory Committee
Members)
Article 28: The Audit and Supervisory
Committee can select Statutory Audit andSupervisory Committee Member(s) byresolution of the Audit and Supervisory
Committee.
(Notice of Convocation of the Audit andSupervisory Committee)
Article 29: (1) The notice of convocation of the
Audit and Supervisory Committee shall be sentout no later than three (3) days prior to themeeting date to each of the members.
However, when there is an emergency, this canbe shortened.

(Newly established)(Newly established)(Newly established)(2) When there is agreement by all members of
the Audit and Supervisory Committee, it ispossible to hold a meeting of the Audit andSupervisory Committee without going throughthe process of notification.
(Method of Resolution of the Audit andSupervisory Committee)
Article 30: Resolutions of the Audit andSupervisory Committee shall be made by amajority of Audit and Supervisory Committee
Members who can participate in a vote andwhen a majority of said Members are present.

(Newly established)(Rules of Audit and Supervisory Committee)
Article 31: Matters concerning the Company’s
Audit and Supervisory Committee shall beaccording to laws and regulations or these
Articles of Incorporation and by Rules of Audit
and Supervisory Committee determined by the
Audit and Supervisory Committees.

(Newly established)

Chapter 6: Calculations(Business year)
Article 32: (Unchanged)(Date of record for dividend of surplus)
Article 33: (1) (Unchanged)

Chapter 6: Calculations(Business year)
Article 36: (Article text omitted)(Date of record for dividend of surplus)
Article 37: (1) (Article text omitted)

9(2) (Article text omitted)(Interim dividend)
Article 38: (Article text omitted)(The period of exclusion concerning dividends)
Article 39: (Article text omitted)(2) (Unchanged)(Interim dividend)
Article 34: (Unchanged)(The period of exclusion concerning dividends)
Article 35: (Unchanged)(Newly established)(Newly established)

Supplement(Interim Measures Regarding Exempting Audit
and Supervisory Board Members from
Liability)(1) Exemptions of responsibility forcompensation for damages by decision of theBoard of Directors according to Article 423,
Paragraph 1 of the Companies Act for actions
by Audit and Supervisory Committee Members(including past Audit and Supervisory Board
Members) prior to the conclusion of the 34th
Ordinary General Meeting of Shareholders willbe by provisions then in force shall remain
applicable.
(2) Contracts which limit compensation fordamages by limited liability agreements
according to Article 423, Paragraph 1 of theCompanies Act for actions by Audit andSupervisory Committee Members (including
past Audit and Supervisory Board Members)
prior to the conclusion of the 34th Ordinary
General Meeting of Shareholders will be byprovisions then in force shall remain
applicable.

10

Proposal 3:

Election of seven (7) Directors (excluding Directors who are Audit andSupervisory Committee Members)

The Company plans to make the transition to a Company with Audit and Supervisory Committee
once Proposal 2. “Partial amendments to the Articles of Incorporation” is approved as proposed andthe terms of office of all eight (8) Directors will expire at the conclusion of this General Meeting of
Shareholders.
Accordingly, we ask for the election of seven (7) Directors (excluding Directors who are Audit andSupervisory Committee Members)Moreover, the effectiveness of the adoption of this proposal is conditioned on the amendments in
Proposal 2 “Partial amendments to the Articles of Incorporation,” taking effect.
The candidates for Directors (excluding Directors who are Audit and Supervisory Committee
Members) are as follows.

No.

1

Name
(Date of birth)

Career summary, position, responsibilities andsignificant concurrent positions outside the Company

Number of theCompany’s shares
ownedJoined Paramount Bed Co., LTD.
April 1977
Member of the Board of Paramount Bed Co., LTD.
August 1977
Senior Managing Director of Paramount Bed Co., LTD.
August 1979
Member of the Board of the Company
October 1982
912,397
Kenji Kimura(June 21, 1947)
shares
September 1987 Senior Executive Director of Paramount Bed Co., LTD.
President of Paramount Bed Co., LTD.
April 1991
Chairman of Paramount Bed Co., LTD.
April 2009
Chairman of the Company (present position)
October 2011
[Reasons for nomination as candidate for Director]
Kenji Kimura has been a Director and Representative Director and has managed the Company and the Company’s Groupfor many years. The Company has selected him as a candidate again based on his plentiful experience and achievements.

11

No.

Name
(Date of birth)

Career summary, position, responsibilities andsignificant concurrent positions outside the Company

Joined 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
911,275
President and Chief Executive Officer of Paramount Bed Co.,
(September 20,
sharesLTD.
(present
position)
1950)
President and Chief Executive Officer of the Company
February 2011(present position)[Significant concurrent positions outside the Company]
President and Chief Executive Officer of Paramount Bed Co., LTD.
Managing Director of Paramount Bed Asia Pacific PTE. LTD.
Chairman of Paramount Bed China Co., Ltd.
[Reasons for nomination as candidate for Director]
Kyosuke Kimura has been a Director and Representative Director and has managed the Company and the Company’sGroup for many years. The Company has selected him as a candidate again based on his plentiful experience andachievements.
Joined Paramount Bed Co., LTD.
February 1983
September 1987 Member of the Board of Paramount Bed Co., LTD.
November 1992 Auditor of the Company
Member of the Board, Director of Finance and System
April 2000
Administration Division of Paramount Bed Co., LTD.
Michihide Kimura
911,016
Senior Executive Director of Paramount Bed Co., LTD.
April
2009
(September 11,(present position)
shares
1958)
Member of the Board of the Company
February 2011
Senior Executive Director and Chief Financial Officer of theOctober 2011
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 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. since2011 and based on his plentiful experience and achievements, the Company has selected him as a candidate again.
April 1979
August 1979
October 1982
September 1987
April 1991
April 1997
April 20092

3

Number of theCompany’s shares
owned

12

No.

Name
(Date of birth)

Career summary, position, responsibilities andsignificant concurrent positions outside the Company

Joined Paramount Bed Co., LTD.
Corporate Officer, Director of Sales Division of Paramount
Bed Co., LTD.
Member of the Board, Director of Sales Division ofJune 2010
Paramount Bed Co., LTD.
Member of the Board of the Company
October 2011
Senior Managing Director of the Company
June 2013
5,627
Izumi Sato
Senior Managing Director, Director of Sales Division ofJune 2013
Paramount Bed Co., LTD.
(March 24, 1958)
sharesSenior Managing Director, General Manager of Corporate
April 2015
Planning Department of the Company
Senior Managing Director of Paramount Bed Co., LTD.
April 2015
(present position)
Senior Managing Director of the Company (present position)
October 2015
[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., from 2011 he has worked as a Director of the Company and from 2013 he has
worked as Senior Managing Director. The Company selected him as a candidate again based on his plentiful experienceand achievements in the Group.
Joined Paramount Bed Co., LTD.
April 1977
Member of the Board of Paramount Bed Co., LTD.
June 2000
Member of the Board, Director of Sales Division ofJune 2002
Paramount Bed Co., LTD.
Member of the Board, Director of Technical Engineering
April 2009
Division of Paramount Bed Co., LTD.
15,500Ikuo Sakamoto
Member of the Board of the Company (present position)
October 2011
(April 30, 1953)
sharesMember of the Board, Senior Sales Director of ParamountJanuary 2014
Bed Co., LTD.
Member of the Board of Paramount Bed Co., LTD. (present
April 2016
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., from 2011 he has worked as a Director of the Company. The Company
selected him as a candidate again based on his plentiful experience and achievements in the Group.
April 1980
April 20094

5

Number of theCompany’s shares
owned

13

No.

Name
(Date of birth)

Career summary, position, responsibilities andsignificant concurrent positions outside the Company

Number of theCompany’s shares
ownedJoined Paramount Bed Co., LTD.
Corporate Officer, General Manager of General Affairs
Department of Paramount Bed Co., LTD.
Corporate Officer, General Manager of General Affairs
April 2011
Department of the Company
Member of the Board, General Manager of General Affairs
3,680
Yoshiharu Kitahara June 2015
Department of the Company (present position)(March 6, 1957)
sharesMember of the Board, Director of Administration Division ofJune 2015
Paramount Bed Co., LTD. (present position)
6[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., from 2009 and of the Company
from 2011. From 2015 he has worked as a Director, General Manager of General Affairs Department of the Company.
The Company selected him as a candidate again based on his plentiful experience and achievements in the Group.
Joined Ministry of International Trade and Industry
April 1980
(Currently, Ministry of Economy, Trade and Industry)
Director, Standards Development and Planning Division,
August 2003
Industrial Science and Technology Policy and Environment
Bureau, Ministry of Economy, Trade and Industry
Director, Small and Medium Enterprise Agency/ Engineering
June 2004
Division, Ministry of Economy, Trade and Industry
Deputy Director-General, Manufacturing Industries Bureau,
July 2008
Ministry of Economy, Trade and Industry
Yoshikazu Goto
Deputy Director-General, Manufacturing Industries Bureau,(October 30, 1955) April 2010
shares
Ministry of Economy, Trade and Industry
Professor, Department of Materials Engineering School ofOctober 2012
Engineering, The University of Tokyo (present position)
7
Unaffiliated member of the Board of the Company (present
June 2015
position)[Significant concurrent positions 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 manufacturing industries affairs for industrial promotion focused oncompanies’ manufacturing and has plentiful experience and broad insights regarding industrial-academic collaboration
and research. In order to have him continue to use that insight in the management of the Company and to give
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 havedirect 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 each of the candidates and the Company.
2. Yoshikazu Goto is a candidate for Outside Director.
3. Currently, Yoshikazu Goto is an Outside Director of the Company and his tenure as Outside Director at the timeof the conclusion of this General Meeting of Shareholders will be one year.
4. The Company has concluded a limited liability agreement with Yoshikazu Goto under the provision of Article
427, Paragraph 1 of the Companies Act to limit liability for damages as provided for in Article 423, Paragraph 1of the Companies Act to the minimum liability amount specified in Article 425, Paragraph 1 of the Companies
Act. If Yoshikazu Goto’s election is approved, the Company intends to continue this limited liability agreementwith the candidate.
5. The Company has specified Yoshikazu Goto as an Independent Director according to the specifications ofTokyo Stock Exchange, Inc. and has registered him with the same Exchange.
April 1980
April 200914

Proposal 4:

Election of three (3) Directors who are Audit and Supervisory Committee Members

With the approval and adoption of Proposal 2: Partial amendments to the Articles of Incorporation as
written as a pre-condition, the Company will transition to a Company with Audit and Supervisory
Committee.
Therefore, the Company requests the election of three (3) Directors who are Audit and Supervisory
Committee Members.
This proposal has the agreement of the Audit and Supervisory Board.
Moreover, the effectiveness of adoption of this Proposal is contingent upon the effective change of
the Articles of Incorporation in Proposal 2: Partial amendments to the Articles of Incorporation.
The candidates for Director who are Audit and Supervisory Committee Members are as follows.
No.

Name
(Date of birth)

Career summary, position, responsibilities andsignificant concurrent positions outside the Company

Joined Paramount Bed Co., LTD.
Corporate Officer, General Manager of President Office ofParamount Bed Co., LTD.
Corporate Officer, General Manager of Internal Audit
April 2009
Department of Paramount Bed Co., LTD.
1,000
*Hiroshi Kuramoto June 2010
President of Paratechno Co., LTD.
(May 24, 1953)
sharesAdvisor of Paramount Bed Co., LTD.
June 2013
Auditor of the Company (present position)
June 2015
Auditor of Paramount Bed Co., LTD. (present position)
June 2015[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]
Hiroshi Kuramoto has primarily been responsible for the public relations and internal audit sections and has been a
Corporate Officer of Paramount Bed Co., Ltd. from 2001 and a President of Paratechno Co., Ltd. from 2010. He has
worked as the Company’s Auditor since 2015. Based on his plentiful experience and achievements in the Group, theCompany has selected him as a candidate for Director who is an Audit and Supervisory Committee Member.
Completed The Legal Training and Research Institute ofMarch 1995
Japan
Registered as an attorney-at-law
April 1995
*Yukari Oka
Unaffiliated Auditor of Paramount Bed Co., LTD.
June 2007(April 26, 1963)
sharesUnaffiliated Auditor of the Company
April 2011
Unaffiliated member of the Board of the Company (present
June 2015
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 for Outside Director who is an Audit and Supervisory Committee Member so she can use that judgment tostrengthen the Company’s compliance management and corporate governance structure. While Yukari Oka does not havedirect corporate management experience, for the above reasons the Company has determined that she can appropriately
fulfill her duties as an Outside Director.
April 1978
June 2001

1

2

Number of theCompany’s shares
owned

15

No.

Name
(Date of birth)

Career summary, position, responsibilities andsignificant concurrent positions outside the Company

Number of theCompany’s shares
ownedJoined Nishikata Audit Corporation (Currently Deloitte
Touche Tohmatsu LLC)
Registered as a Certified Public Accountant
March 1976
*Masaki SatoNovember 1986 Partner, Tohmatsu Awoki & Sanwa (Currently Deloitte
Touche Tohmatsu LLC)
(September 17,
sharesSenior Partner, Tohmatsu & Co. (Currently Deloitte Touche
1947)
July 1993
Tohmatsu LLC)
Left Deloitte Touche Tohmatsu LLC
December
2012
3
Unaffiliated Auditor of the Company (present position)
June 2015[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 selected him as a candidate for Outside Director who is an Audit and Supervisory Committee
Member so he can use those principles to strengthen the Company’s corporate governance organization. While Masaki
Saito does not have direct corporate management experience, for the above reasons the Company has determined that hecan appropriately fulfill his duties as an Outside Director.
Notes:
1. An asterisk (*) indicates a new candidate for Director who is an Audit and Supervisory Committee Member.
2. There is no special interest between each candidate and the Company.
3. Yukari Oka and Masaki Sato are candidates for Outside Director.
4. Yukari Oka is currently an Outside Director of the Company but her tenure in office as an Outside Director as of
the conclusion of this General Meeting of Shareholders will be one year.
5. Masaki Sato is currently an Unaffiliated Auditor of the Company but his tenure in office as an UnaffiliatedAuditor as of the conclusion of this General Meeting of Shareholders will be one year.
6. The Company has concluded a limited liability agreement with Yukari Oka, who is an Outside Director, as
specified in Article 423, Paragraph 1 of the Companies Act, based on Article 427, Paragraph 1 of the Companies
Act, limiting liability to the minimum liability amount as specified in Article 425, Paragraph 1 of the Companies
Act. If Yukari Oka’s election is approved, the Company intends to continue this agreement.
7. The Company has concluded a limited liability agreement with Masaki Sato, who is an Unaffiliated Auditor, as
specified in Article 423, Paragraph 1 of the Companies Act, based on Article 427, Paragraph 1 of the Companies
Act, limiting liability to the minimum liability amount as specified in Article 425, Paragraph 1 of the Companies
Act. If Masaki Sato’s election is approved, the Company intends to re-conclude this limited liability agreementwith him as an Outside Director.
8. The Company has specified Yukari Oka as an Independent Director as specified by Tokyo Stock Exchange, Inc.
and has registered her with the same Exchange. Also, Masaki Sato is registered as an Independent Director withthe same Exchange as an Unaffiliated Auditor and the Company intends to register him again as an Outside
Independent Director.
June 1973

16

Proposal 5:

Election of one (1) Director who is a Substitute Audit and Supervisory
Committee Member

With the approval and adoption of Proposal 2: Partial amendments to the Articles of Incorporation as
written as a pre-condition, the Company will transition to a Company with Audit and Supervisory
Committee.
Therefore, as specified by law, the Company requests the election of one (1) Director who is an
Audit and Supervisory Committee Member as a provision against the possibility of there being a
deficit of Directors who are Audit and Supervisory Committee Members.
This proposal has the agreement of the Audit and Supervisory Board.
Moreover, the effectiveness of adoption of this Proposal is contingent upon the effective change of
the Articles of Incorporation in Proposal 2: Partial amendments to the Articles of Incorporation.
The candidate for Director who is an Audit and Supervisory Committee Member is as follows.
Name(Date of birth)

Career summary, position, responsibilities andsignificant concurrent positions outside the Company

Number of theCompany’s shares
ownedJoined Tokyo Regional Taxation Agency
April 1962
District Director, Tachikawa Tax Office
July 2001
Registered as a Certified Public Tax Accountant
August 2002
Takehisa Taguchi
Corporate Auditor, Ohashi Technica, Inc
June 2008(July 14, 1943)
sharesDirector, Ohashi Technica, Inc
June 2013[Significant concurrent positions outside the Company]
Director, Ohashi Technica, Inc[Reasons for nomination as candidate for Outside Director who is a Substitute Audit and Supervisory Committee Member]
Takehisa Taguchi has specialized knowledge and broad experience cultivated as a Tax Accountant. The company has
selected him as a candidate for Outside Director who is a Substitute Audit and Supervisory Committee Member so hecan use that knowledge and experience to strengthen the Company’s corporate governance structure. While Takehisa
Taguchi does not have direct experience in corporate management, the Company has determined that because of theabove reasons, he can appropriately fulfill the duties of Outside Director who is an Audit and Supervisory Committee
Member.
Notes:
1. There is no special interest between Takehisa Taguchi and the Company.
2. Takehisa Taguchi is a candidate for Outside Director who is a Substitute Audit and Supervisory Committee
Member.
In addition, if he becomes a 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, he andthe Company will conclude a limited liability agreement with the minimum amount of liability as specified in
Article 425, Paragraph 1 of the Companies Act as specified in Article 423, Paragraph 1 of the Companies Act,
based on Article 427, Paragraph 1 of the Companies Act and the Company’s Articles of Incorporation.

17

Proposal 6:

Determination of Amount of Remuneration for Directors (excluding Directors
who are Audit and Supervisory Committee Members)

Remuneration paid to the Company’s Directors in the amount of no more than 500 million yen(excluding employee salaries) was approved by the 29th General Meeting of Shareholders held on
May 30, 2011, and has remained at that amount to the present. However, the Company plans tomake the transition to a Company with Audit and Supervisory Committee once Proposal 2: Partial
amendments to the Articles of Incorporation is approved as proposed. Therefore, according to
Article 361, Paragraph 1 and Paragraph 2 of the Companies Act, upon discontinuance of the current
Director’s remuneration amount, the Company would like to specify a new amount of remuneration
for Directors (excluding Directors who are Audit and Supervisory Committee Members). Uponconsideration of the amount of remuneration for Directors up to now and the recent economic
situation, the Company would like to make the amount of remuneration no more than 500 million
yen and, concerning the actual amount for each Director (excluding Directors who are Audit andSupervisory Committee Members) and timing of payment, etc., to be determined by resolution of theBoard of Directors.
Moreover, the amount of remuneration for Directors (excluding Directors who are Audit andSupervisory Committee Members) shall not include the employee salaries of employee-directors.
Currently, there are eight (8) Directors (two (2) of whom are Outside Directors) but if Proposal 2 andProposal 3 are approved as presented, there will be seven (7) Directors (excluding Directors who are
Audit and Supervisory Committee Members), one of whom will be an Outside Director.
Moreover, the effectiveness of adoption of this Proposal is contingent upon the effective change of
the Articles of Incorporation in Proposal 2: Partial amendments to the Articles of Incorporation.

18

Proposal 7:

Determination of Amount of Remuneration for Directors who are Audit andSupervisory Committee Members

With Proposal 2: Partial amendments to the Articles of Incorporation being approved as proposed asa pre-condition, the Company will transition to a Company with Audit and Supervisory Committee.
Therefore, in accordance with Article 361, Paragraph 1 and 2 of the Companies Act, considering theduties and responsibilities of the Audit and Supervisory Committee Members, in addition todetermining the amount of remuneration of Directors who are Audit and Supervisory Committee
Members to be no more than hundred million yen (100,000,000 yen), we would like to have theactual amount for each Director who is an Audit and Supervisory Committee Member and timing of
payment, etc., be determined by discussion among the Directors who are Audit and Supervisory
Committee Members.
If Proposal 2 and Proposal 4 are approved as proposed, there will be three (3) Directors who are
Audit and Supervisory Committee Members.
Moreover, the effectiveness of adoption of this Proposal is contingent upon the effective change of
the Articles of Incorporation in Proposal 2: Partial amendments to the Articles of Incorporation.

19