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: 4611
June 9, 2016

To our shareholders:Toshijiro Iwasa

President

Dai Nippon Toryo Co., Ltd.
1-124, Nishikujo 6-chome, Konohana-ku, Osaka

NOTICE OF THE 133RD ORDINARY GENERAL MEETING OF SHAREHOLDERS
We express our heartfelt condolences to all those affected by the recent earthquake in Kumamoto andpray for a fast reconstruction.
You are cordially invited to attend the 133rd Ordinary General Meeting of Shareholders of Dai Nippon
Toryo 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 orby the Internet.
In this case, after reviewing the attached Reference Documents for the General Meeting of Shareholders,please indicate your approval or disapproval of the proposals on the enclosed voting form and return it bypostal mail to reach us no later than 5:00 p.m., Tuesday, June 28, 2016 (Japan Standard Time), or enter
your approval or disapproval of the proposals on the voting website designated by the Company(http://www.evote.jp/) no later than the above-mentioned deadline.

Meeting Details
1.

Date and time:

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

2.

Venue:The Company’s Head Office
1-124, Nishikujo 6-chome, Konohana-ku, Osaka

3.

Purposes:
Items to be reported:
1. Business Report and Consolidated Financial Statements for the 133rd 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 Board of Corporate Auditors.
2. Non-Consolidated Financial Statements for the 133rd Term (from April 1, 2015 to March 31,
2016)
Items to be resolved:
Proposal 1: Appropriation of surplus
Proposal 2: Election of eight (8) Directors
Proposal 3: Election of one (1) Corporate Auditor
Proposal 4: Election of one (1) substitute Corporate Auditor

1Reference Documents for the General Meeting of Shareholders
Proposals and Reference Matters
Proposal 1: Appropriation of surplus
Returning profits stably to our shareholders is one of the important management issues, and theCompany aims to maintain consistent and stable payment of dividends as our basic policy, while
striving to strengthen corporate structure and maintaining financial soundness of the Company.
Based on the business performance for the current fiscal year and future business development of
the Company, we plan to pay a year-end dividend of 3.5 yen per share, an increase of 0.5 yen per
share.

(1) Type of dividend property
Cash(2) Allocation of dividend property to shareholders and total amount thereof
3.5 yen per common share of the Company
Total amount of dividends: 514,506,017 yen(3) Effective date of distribution of dividends of surplus
June 30, 2016

2

Proposal 2:

Election of eight (8) Directors

The term of office of all eight (8) current Directors will expire at the conclusion of this meeting.
To ensure the transparency of management and further strengthen corporate governance, theCompany proposes to add one (1) Outside Director and ask that eight (8) Directors (of whom two (2)are Outside Directors) be elected.
The candidates for Directors are as follows:

No.

Name (Date of birth)

Career summary, position and responsibilities(significant concurrent positions outside the Company)
April 1971
April 2002
June 2004

April 2005
Toshijiro Iwasa(September 27, 1947)

1

April 2006
June 2006
April 2007
April 2010
June 2010

Joined the Company
General Manager, Planning Department,
Corporate Planning Department of the Company
Executive Officer, General Manager, Corporate
Planning Department, Administrative Division of
the Company
Deputy General Manager, Administrative
Division of the Company
Deputy General Manager, Production Division of
the Company
Director of the Company
Managing Executive Officer of the Company
Senior Managing Executive Officer in charge ofSales & Marketing of the Company
Representative Director and President of theCompany (present position)[Reasons for nomination as candidate for Director]
Having long been involved in corporate planning, production, and sales & marketing of theCompany, he has extensive business expertise in the Company’s overall business as an
executive who has been in charge of management of the Company over the years. As such, theCompany requests his election as a Director in the belief that he will be able to contribute tostrengthening the decision-making and supervisory functions of the Board of Directors byleveraging his ample experience and achievements.

3

Number oftheCompany’s
sharesowned

167,000
sharesNo.

Name (Date of birth)

Career summary, position and responsibilities(significant concurrent positions outside the Company)
April 1975
April 2002

June 2004

Yoshinori Seko
(May 3, 1952)

April 2005

June 2005
April 20102

June 2010

Joined The Mitsubishi Bank, Ltd. (currently The
Bank of Tokyo-Mitsubishi UFJ, Ltd.)
General Manager, Shinjuku-Chuo Branch, The
Bank of Tokyo-Mitsubishi, Ltd. (currently The
Bank of Tokyo-Mitsubishi UFJ, Ltd.)
Joined the Company as Executive Officer,
Deputy General Manager, Administrative
Division and General Manager, General Affairs
Department
Managing Executive Officer, General Manager,
Administrative Division of the Company(present position)
Director of the Company (present position)
Senior Managing Executive Officer in charge of
Production of the Company (present position)
Assistant to the President of the Company(present position)

Number oftheCompany’s
sharesowned

31,000shares[Responsibilities]
Administrative Division, Internal Audit Division, Production
Division[Reasons for nomination as candidate for Director]
He has extensive knowledge and experience nurtured in financial institutions, and currently
has responsibility as the Assistant to the President and for the Administrative Division of theCompany. As such, the Company requests his election as a Director in the belief that he will
be able to contribute to strengthen the decision-making and supervisory functions of theBoard of Directors by leveraging his ample experience and achievements.
April 1974
April 2005
April 2008
Takatoshi Misumi(February 19, 1951)

3

April 2009
June 2009
October 2009
April 2010

Joined Mitsubishi Corporation
General Manager, Warsaw Branch, Mitsubishi
Corporation
Executive Officer, Deputy General Manager,
Procurement Division of the Company
General Manager, Overseas Operations Divisionof the Company (present position)
Director of the Company (present position)
Managing Executive Officer of the Company(present position)
Managing Executive Officer in charge ofProcurement of the Company (present position)[Responsibilities]
Overseas Operations Division, Procurement Division[Reasons for nomination as candidate for Director]
He has extensive knowledge and experience of business nurtured at a general trading company,
and currently is responsible for the Overseas Operations Division and the Procurement
Division of the Company. As such, the Company requests his election as a Director in the
belief that he will be able to contribute to strengthening the decision-making and supervisory
functions of the Board of Directors by leveraging his ample experience and achievements.

4

23,000sharesNo.

Name (Date of birth)

Career summary, position and responsibilities(significant concurrent positions outside the Company)
April 1984
April 2009

April 2010

April 2011

April 2012
Takayuki Sato
(January 15, 1961)

June 2012
April 2014

4

April 2016

Joined the Company
Deputy General Manager, Protective Coating
Department, General Coating Business Divisionof the Company
General Manager, Development Department,
Technical Development Division of theCompany
Executive Officer, Deputy General Manager,
General Coating Business Division (Head ofTechnology), and Deputy General Manager,
Industrial Coating Business Division (Head ofTechnology) of the Company
General Manager, Technical Development
Division and Deputy General Manager, Coating
Business Division (Head of Technology) of theCompany
Director of the Company (present position)
General Manager, Coating Business Division(present position), and General Manager,
Marketing & Sales Department (present
position) of the Company
Managing Executive Officer, General Manager,
Protective & Decorative Coatings Department,
Coating Business Division of the Company(present position)[Responsibilities]
Coating Business Division[Significant concurrent position outside the Company]
Representative Director and President, Dai Nippon Toryo
Hokkaido Co., Ltd.
[Reasons for nomination as candidate for Director]
Having long served in the technical division of the Company, he has extensive experienceand achievements in the Company, and currently is responsible for the Marketing & Sales
Department. As such, the Company requests his election as a Director in the belief that hewill be able to contribute to strengthening the decision-making and supervisory functions of
the Board of Directors.

5

Number oftheCompany’s
sharesowned

27,000sharesNo.

Name (Date of birth)

Career summary, position and responsibilities(significant concurrent positions outside the Company)
April 1985
April 1991

April 2007
April 2010

October 2010

April 2013
Hideyoshi Noda
(September 28, 1962)

May 2013

April 2015

5

June 2015

Joined Nippon Paint Co., Ltd.
Joined Nippon Steel Chemical Co., Ltd.
(currently NIPPON STEEL & SUMIKINCHEMICAL CO., LTD.)
Joined NITTO CHEMICAL CO., LTD.
Joined the Company as Deputy General
Manager, Production Engineering Department,
Production Division
General Manager, Production Engineering
Department, Production Division of theCompany
Executive Officer of the Company (present
position)
Deputy General Manager, Coating Business
Division and General Manager, Coating
Business Planning Department of the Company
General Manager, Production Division of theCompany (present position)
Director (present position), General Manager,
Production Engineering Department, Production
Division of the Company

Number oftheCompany’s
sharesowned

43,000shares[Significant concurrent positions outside the Company]
Representative Director and President, Nitto Sanwa Toryo Co.,
Ltd.
Representative Director and President, Okayama Kako Co., Ltd.
[Reasons for nomination as candidate for Director]
He has extensive knowledge nurtured through his experience in the coating industry and, in
addition to having experience in the Sales & Marketing Group, is responsible for the
Production Division at the Company. As such, the Company requests his election as a
Director in the belief that he will be able to contribute to strengthening the decision-making
and supervisory functions of the Board of Directors by leveraging his ample experience andachievements.
April 1985
April 2010
Tetsuo Sugawa(July 2, 1962)
6

April 2012

June 2015

Joined the Company
General Manager, Speciality Business
Department, Speciality Business Division of theCompany (present position)
Executive Officer (present position), General
Manager, Speciality Business Division of theCompany (present position)
Director of the Company (present position)[Reasons for nomination as candidate for Director]
He has been long responsible for the jet ink business of Speciality Business Division in the
Company. As such, the Company requests his election as a Director in the belief that he will
be able to contribute to strengthening the decision-making and supervisory functions of theBoard of Directors by leveraging his ample experience and achievements.

627,000sharesNo.

Name (Date of birth)

Career summary, position and responsibilities(significant concurrent positions outside the Company)
April 1972
June 2003

May 2005
January 2006
Tetsuo Iwata(April 30, 1948)
7

June 2007
June 2008

June 2015

Joined The Mitsubishi Bank, Ltd. (currently The
Bank of Tokyo-Mitsubishi UFJ, Ltd.)Managing Director, The Bank of TokyoMitsubishi, Ltd. (currently The Bank of TokyoMitsubishi UFJ, Ltd.)Managing Executive Officer, The Bank of TokyoMitsubishi, Ltd.
Managing Executive Officer, The Bank ofTokyo-Mitsubishi UFJ, Ltd.
Senior Corporate Auditor, Tokyu Corporation
Corporate Auditor, Tokyu Construction Co., Ltd.
(present position)
Corporate Auditor, Seikitokyu Kogyo Co., Ltd.
(present position)
Corporate Auditor, Gekkeikan Sake Co., Ltd.
(present position)
Director of the Company (present position)[Significant concurrent positions outside the Company]
Corporate Auditor, Tokyu Construction Co., Ltd.
Corporate Auditor, Seikitokyu Kogyo Co., Ltd.
Corporate Auditor, Gekkeikan Sake Co., Ltd.
[Reasons for nomination as candidate for Outside Director]
The Company requests election of him as an Outside Director in the belief that he will be able
to contribute to strengthening the corporate governance of the Company with suggestions andproposals concerning the Company's overall management by leveraging his ample businessexpertise gained through his many years of experience in financial institutions and as an
Corporate Auditor at other companies.

7

Number oftheCompany’s
sharesowned

0sharesNo.

Name (Date of birth)

Career summary, position and responsibilities(significant concurrent positions outside the Company)
March 1971

*Kyoichi Haizaki(December 22, 1948)

8

Joined Nippon Yusoki Co., Ltd. (currently
Mitsubishi Nichiyu Forklift Co., Ltd.)
September 2005 General Manager, Domestic Sales Planning
Department, Domestic Sales Division, Nippon
Yusoki Co., Ltd.
June 2006
Executive Officer, Nippon Yusoki Co., Ltd.
June 2007
Director, Deputy General Manager, Domestic
Sales Division, Nippon Yusoki Co., Ltd.
June 2008
Managing Director, General Manager, Domestic
Sales Division, Nippon Yusoki Co., Ltd.
April 2009
Director, Nippon Yusoki Co., Ltd.
Representative Director, Nichiyu MHI Forklift
Co., Ltd.
Managing Director in charge of Sales andJune 2010
Marketing Headquarters, Chief of Sales andMarketing Headquarters, Nippon Yusoki Co., Ltd.
Senior Managing Director, Nippon Yusoki Co.,
June 2011
Ltd.
Director, Senior Managing Executive Officer in
April 2013
charge of Administrative Division, General
Manager, Administrative Division, Mitsubishi
Nichiyu Forklift Co., Ltd.
Senior Advisor, Mitsubishi Nichiyu Forklift Co.,
June 2015
Ltd. (present position)

Number oftheCompany’s
sharesowned

0shares[Reasons for nomination as candidate for Outside Director]
The Company requests election of him as an Outside Director in the belief that he will be able
to contribute to strengthening the corporate governance of the Company by providing
suggestions and proposals concerning the Company’s overall management by leveraging his
ample business expertise gained through his many years of experience at Mitsubishi Nichiyu
Forklift Co., Ltd. and his wealth of insight gained through his experience as a Director of thesame company.
Notes:
1. An asterisk (*) indicates a new candidate.
2. Takayuki Sato, a candidate for Director, serves concurrently as Representative Director and President of Dai
Nippon Toryo Hokkaido Co., Ltd. The Company provides paints to Dai Nippon Toryo Hokkaido Co., Ltd.
Hideyoshi Noda, a candidate for Director, serves concurrently as Representative Director and President of Nitto
Sanwa Toryo Co., Ltd. and Okayama Kako Co., Ltd. The Company outsources the production of paints to Nitto
Sanwa Toryo Co., Ltd. and Okayama Kako Co., Ltd.
3. There are no special interests between the other candidates and the Company.
4. Matters pertaining to candidates for Outside Director are as follows.
(1) Tetsuo Iwata and Kyoichi Haizaki are candidates for Outside Director.
The Company has designated Tetsuo Iwata and Kyoichi Haizaki as Independent Officers and notified suchdesignation to the Tokyo Stock Exchange in accordance with the rules of Tokyo Stock Exchange, Inc.
(2) At the conclusion of this meeting, Tetsuo Iwata will have been an Outside Director for one (1) year.
(3) The Company has entered into a limited liability agreement with Tetsuo Iwata under Article 423, Paragraph 1of the Companies Act. Limitation on liability of Outside Director to compensate damages under suchagreements is set out to be the minimum amounts set forth in the relevant laws and regulations. If thereappointment of Tetsuo Iwata is approved, the Company intends to continue the above limited liability
agreement. Moreover, if the appointment of Kyoichi Haizaki is approved, the Company intends to enter intoa similar limited liability agreement with him.

8(4) In case a candidate for Outside Director was in office as director, executive officer or auditor of anothercompany/companies during the past five (5) years, the fact that a violation of any laws, regulations and/or the
Articles of Incorporation, or of any improper execution of duties, was made during his/her tenure at suchother company/companies
During the Tetsuo Iwata’s term as an Outside Corporate Auditor of Seikitokyu Kogyo Co., Ltd., Seikitokyu
Kogyo Co., Ltd. applied for the leniency program to be granted by the Japan Fair Trade Commission withregard to a violation of the Antimonopoly Law concerning the disaster restoration paving works for the Great
East Japan Earthquake ordered by the Tohoku Branch of East Nippon Expressway Company Ltd. Although
he was not aware of the violation before the application, he has constantly spoken about thoroughcompliance with the laws and regulations at the meetings of the Board of Directors, etc. After becoming
aware of the violation, he has been fulfilling his duties providing Seikitokyu Kogyo Co., Ltd.. with advice onnecessary policies and measures to be taken, as well as presenting his proposals on matters including
measures to eliminate violations and to prevent recurrence of similar incidents as appropriate.

9Proposal 3:

Election of one (1) Corporate Auditor

The term of office of Corporate Auditor Hitoshi Kihara will expire at the conclusion of this meeting.
Therefore, we propose the election of one (1) Corporate Auditor.
The Board of Corporate Auditors has given its consent to this proposal.
The candidate for Corporate Auditor is as follows:

Name (Date of birth)

Career summary, position and responsibilities(significant concurrent positions outside the Company)
April 1984
April 2009

October 2010

April 2011
*Masato Murouchi(February 19, 1961)
April 2012

April 2014
June 2014
April 2016

Joined the Company
General Manager, Speciality Business
Department, Speciality Business Division of theCompany
General Manager, Technical Planning
Department, Technical Development Division of
the Company
General Manager, New Business Creation
Department, Speciality Business Division of theCompany
Executive Officer, Deputy General Manager,
Technical Development Division of theCompany
General Manager, Technical Development
Division of the Company
Director of the Company (present position)
Head of the Technical Development Division of
the Company (present position)

Number oftheCompany’s
sharesowned

19,000shares[Reasons for nomination as candidate for Corporate Auditor]
The Company requests election of him as a Corporate Auditor in the belief that he will beable to conduct audits properly by leveraging his ample knowledge of the Company’s status
and has business expertise as a Director in addition to his many years of experience intechnology-related activities since joining the Company.
Notes:
1. An asterisk (*) indicates a new candidate.
2. There is no special interest between Masato Murouchi, a candidate for Corporate Auditor, and the Company.

10Proposal 4:

Election of one (1) substitute Corporate Auditor

The effect of assignment of substitute Corporate Auditor Yoshimi Manaka will expire at thecommencement of this meeting. Therefore, we propose the election of one (1) substitute Corporate
Auditor, to prepare for a situation where the number of Corporate Auditor does not satisfy the
number prescribed by laws and regulations.
The Board of Corporate Auditors has given its consent to this proposal.
The candidate for substitute Corporate Auditor is as follows:

Name (Date of birth)

Career summary, position and responsibilities(significant concurrent positions outside the Company)
March 1970

Hiroshi Maeshima(November 25, 1951)

Joined Nippon Yusoki Co., Ltd. (currently
Mitsubishi Nichiyu Forklift Co., Ltd.)
Deputy General Manager, Corporate Planning
June 2004
Department, Nippon Yusoki Co., Ltd.
September 2005 General Manager, Corporate Planning
Department, Nippon Yusoki Co., Ltd.
Deputy General Manager, Corporate Planning
January 2006
Office, Nippon Yusoki Co., Ltd.
General Manager, Internal Audit Office,June 2010
Administrative Division, Nippon Yusoki Co., Ltd.
Corporate Auditor, Nichiyu MHI Forklift Co.,
October 2010
Ltd.
Senior Corporate Auditor, Nippon Yusoki Co.,
June 2011
Ltd. (currently Mitsubishi Nichiyu Forklift Co.,
Ltd.) (present position)

Number oftheCompany’s
sharesowned

0shares[Significant concurrent positions outside the Company]
Statutory Senior Corporate Auditor, Mitsubishi Nichiyu Forklift
Co., Ltd.
[Reasons for nomination as candidate for substitute Outside Corporate Auditor]
The Company requests election of Hiroshi Maeshima as a substitute Outside Corporate
Auditor in the belief that he will be able to execute his duties as Corporate Auditor from his
expert perspective by leveraging his ample knowledge of the corporate planning office andinternal control, etc. gained through his many years of experience including his current
position as a Corporate Auditor of Mitsubishi Nichiyu Forklift Co., Ltd.
Notes:
1. Hiroshi Maeshima is a candidate for substitute Outside Corporate Auditor
2. There is no special interest between Hiroshi Maeshima, a candidate for substitute Corporate Auditor, and theCompany.
3. If he is appointed Corporate Auditor, the Company intends to enter into a liability limitation agreement with
Hiroshi Maeshima per Article 423, Paragraph 1 of the Companies Act. Based on this agreement, the limitation of
liability for compensation for damages is set to be the minimum amount specified in the relevant laws andregulations.

11