Translation: Please note that the following purports to be an accurately translated excerpt of theoriginal Japanese version prepared for the convenience of investors outside Japan. However, inthe case of any discrepancy between the translation and the Japanese original, the latter shallprevail.
June 26, 2015

Dear Shareholders:Nisshinbo Holdings Inc.
2-31-11, Ningyo-cho, Nihonbashi, Chuo-ku, Tokyo

Masaya Kawata
President and Representative Director

Notice of Resolutions ofThe 172nd Ordinary General Meeting of Shareholders
We are pleased to inform you that matters noted below were reported and resolved at the172nd Ordinary General Meeting of Shareholders of Nisshinbo Holdings Inc. (“theCompany”) held today.
PARTICULARSMatters Reported:
1.

Report on the Business Report, the Consolidated Financial Statements for the 172nd Fiscal
Year (from April 1, 2014 to March 31, 2015) and the Results on the Audits of Consolidated
Financial Statements by the Accounting Auditor and the Audit & Supervisory Board.
2. Report on the Non-Consolidated Financial Statements for the 172nd Fiscal Year (April 1,2014 to March 31, 2015).
The contents of the above-mentioned documents were reported.

Matters Resolved:

First Item of Business:

Partial Amendment to the Articles of Incorporation
This item was approved and resolved as originally proposed,and due to the law amending a part of the Companies Act

enforced on and after May 1, 2015, the range of Directorsand Audit & Supervisory Board Members who may enter
into an liability limiting agreement to the Company iswidened, in connection with which Articles 26 and 34 of theArticles of Incorporation of the Company were amended
with a view to enabling non-executive Directors and Audit &Supervisory Board Members other than Outside Audit &Supervisory Board Members to discharge their expected
duties to the full extent. Please refer to “Guidance on Partial
Amendment to the Articles of Incorporation” hereinafter forthe details of the amendment.
Second Item of Business:

Election of Thirteen (13) Directors

This item was approved and resolved as originally proposed
and thirteen (13) members, namely, Mr. Shizuka Uzawa, Mr.
Masaya Kawata, Mr. Masahiro Murakami, Mr. Takayoshi
Tsuchida, Mr. Nobuyuki Hagiwara, Mr. Koji Nishihara,
Mr. Toshihiro Kijima, Mr. Takayoshi Okugawa, Mr. KazunoriBaba, Mr. Tomofumi Akiyama, Mr. Noboru Matsuda,1Mr. Yoshinori Shimizu and Ms. Shinobu Fujino were electedand all assumed as the offices as Directors.
Mr. Tomofumi Akiyama, Mr. Noboru Matsuda, Mr. Yoshinori
Shimizu and Ms. Shinobu Fujino are all Outside Directors.
Third Item of Business: Election of Four (4) Audit & Supervisory Board Members
This item was approved and resolved as originally proposedand four (4) members, namely, Mr. Yoichi Fujiwara,
Mr. Takumi Ohmoto, Mr. Yo Kawakami and Mr. Toshihiko
Tomita were elected and all assumed as the offices as Audit& Supervisory Board Members.
Both Mr. Yo Kawakami and Mr. Toshihiko Tomita are
Outside Audit & Supervisory Board Members.
Fourth Item of Business: Election of One (1) Substitute Audit & Supervisory BoardMember
This item was approved and resolved as originally proposedand Mr. Satoru Iijima was elected as Substitute Audit &Supervisory Board Member.
Fifth Item of Business:

Determination of Amounts of Remuneration for Directors byStock Acquisition Rights as Stock Compensation-Type Stock
Options and the Details thereofThis item was approved and resolved as originally proposed
and allotting stock acquisition rights up to 75 stockacquisition rights as stock compensation-type stock options(one stock acquisition right shall be 1,000 shares of common
stock of the Company) to Directors (excluding OutsideDirectors) of the Company to the extent of 40 million yen perannum was determined.

Sixth Item of Business:

Issue of Stock Acquisition Rights as Stock Options
This item was approved and resolved as originally proposed
and issuing stock acquisition rights up to 125 stockacquisition rights without compensation as stock options(one stock acquisition right shall be 1,000 shares of common
stock of the Company) to Managing Officers (excludingDirectors) and employees of the Company was determined.
EndAt the meeting of the Board of Directors after the close of this General Meeting,
Representative Directors, Director and Senior Managing Officers, and Director andManaging Officers were appointed, and at the meeting of the Audit & Supervisory Board
after the close of this General Meeting, Standing Audit & Supervisory Board Members
were appointed and all assumed their offices, respectively.
Accordingly, the current compositions of Directors, Audit & Supervisory Board
Members and Managing Officers are as follows:
Representative Director:
ChairmanShizuka Uzawa

Representative Director:
President

Masaya Kawata

2

Director:
Senior Executive Managing Officer

Masahiro Murakami

Director:
Executive Managing Officer

Nobuyuki Hagiwara

Director:
Executive Managing Officer

Koji Nishihara

Director:
Managing Officer

Takayoshi TsuchidaDirector:
Managing Officer

Toshihiro Kijima

Director:
Managing Officer

Takayoshi Okugawa

Director:
Managing Officer

Kazunori Baba

Director:

Tomofumi Akiyama

Director:

Noboru Matsuda

Director:

Yoshinori Shimizu

Director:

Shinobu Fujino

Standing Audit &Supervisory Board Member:

Yoichi Fujiwara

Standing Audit &Supervisory Board Member:

Takumi Ohmoto

Audit & Supervisory Board Member: Yo Kawakami
Audit & Supervisory Board Member: Toshihiko Tomita
Managing Officer:

Masahiro Kawamura

Managing Officer:

Akihiro Yoshino

Managing Officer:

Hajime Sasaki

Managing Officer:

Kazuhiro Iwata

Managing Officer:

Akihiro Ishizaka

Managing Officer:

Makoto Sugiyama

Managing Officer:

Yasuji Ishii(Notes) 1. Directors, Mr. Tomofumi Akiyama, Mr. Noboru Matsuda, Mr. Yoshinori
Shimizu and Ms. Shinobu Fujino, are all Outside Directors.
2. Audit & Supervisory Board Members, both Mr. Yo Kawakami andMr. Toshihiko Tomita, are Outside Audit & Supervisory Board Members.
3

Guidance on Partial Amendment to the Articles of Incorporation
The details of amendment of the Articles of Incorporation are as follows:(The underlined parts are changed parts.)

Articles of Incorporation before
amendment

Current Articles of Incorporation(Exemption from Liability of Directors)(Exemption from Liability of Directors)
Article 26
Article 26
Pursuant to the provisions of Article(No changes)
426, Paragraph 1 of the Companies
Act, the Company may exempt aDirector (including ex-Director) fromthe liabilities for damages set forth in
Article 423, Paragraph 1 of theCompanies Act to the extent provided
for in laws and regulations by aresolution of the Board of Directors.
2. Pursuant to the provisions of Article 2. Pursuant to the provisions of Article
427, Paragraph 1 of the Companies Act,
427, Paragraph 1 of the Companies
the Company may enter into anAct, the Company may enter into anagreement with an Outside Director
agreement with a Director (excludinglimiting the liabilities for damages asexecutive Director, etc.) limiting thedefined in Article 423, Paragraph 1 ofliabilities for damages as defined inthe Companies Act; Provided, however,
Article 423, Paragraph 1 of theCompanies Act; Provided, however,that such liabilities limit shall be aprescribed amount of 5 million yen orthat such liabilities limit shall be aprescribed amount of 5 million yen ormore, or an amount provided for inlaws and regulations, whichever ismore, or an amount provided for inhigher.
laws and regulations, whichever ishigher.
(Exemption from Liability of Audit &Supervisory Board Members)
Article 34
Pursuant to the provisions of Article
426, Paragraph 1 of the Companies
Act, the Company may exempt anAudit & Supervisory Board Member(including ex-Audit & Supervisory
Board Member) from the liabilities fordamages set forth in Article 423,
Paragraph 1 of the Companies Act tothe extent provided for in laws andregulations by a resolution of theBoard of Directors.
2. Pursuant to the provisions of Article
427, Paragraph 1 of the Companies Act,
the Company may enter into anagreement with an Outside Audit &Supervisory Board Member limiting
the liabilities for damages as defined inArticle 423, Paragraph 1 of theCompanies Act; Provided, however,that such liability limit shall be aprescribed amount of 5 million yen ormore, or an amount provided for inlaws and regulations, whichever ishigher.
4(Exemption from Liability of Audit &Supervisory Board Members)
Article 34(No changes)

2. Pursuant to the provisions of Article
427, Paragraph 1 of the Companies
Act, the Company may enter into anagreement with an Audit &Supervisory Board Member limiting
the liabilities for damages as definedin Article 423, Paragraph 1 of theCompanies Act; Provided, however,that such liability limit shall be aprescribed amount of 5 million yen ormore, or an amount provided for inlaws and regulations, whichever ishigher.