This document has partly been translated from the Japanese original for reference purposes only. In the eventof any discrepancy between this translated document and the Japanese original, the original shall prevail. The
Company assumes no responsibility for this translation or for direct, indirect or any other forms of damages
arising from the translation.
Securities Code: 4021
May 31, 2018
To Those Shareholders with Voting Rights
Kojiro Kinoshita
Representative Director,
President & CEO
Nissan Chemical Industries, Ltd.
7-1, Kanda Nishiki-cho 3-chome,
Chiyoda-ku, Tokyo, JAPANNOTICE OF THE CONVOCATION OF
THE 148th ORDINARY GENERAL MEETING OF SHAREHOLDERS
You are cordially invited to attend the 148th Ordinary General Meeting of Shareholders of Nissan Chemical
Industries, Ltd. (the “Company”). The meeting will be held as described below.
If you are unable to attend the meeting, you can exercise your voting rights by either of the following means.
Please review the Reference Documents for the General Meeting of Shareholders, and exercise your voting rights.
Exercise of Voting Rights in Writing
Please indicate your votes for or against the proposals on the enclosed Voting Rights Exercise Form and return itto the Company, ensuring that the form reaches us by 5:40 p.m., Tuesday, June 26, 2018.
Exercise of Voting Rights via the Internet, etc.
Please access the website for exercising voting rights as indicated in the enclosed Voting Rights Exercise Formand exercise your voting rights by 5:40 p.m., Tuesday, June 26, 2018 (please refer to page 2 hereof).
1. Date and Time:

Wednesday, June 27, 2018 at 10:00 a.m. (Reception starts at 9:15 a.m.)

2. Place:

Josui Kaikan, 2F, Star Hall
1-1, Hitotsubashi 2-chome, Chiyoda-ku, Tokyo, Japan

3. Agenda of the Meeting:
Matters to be reported: 1. The Business Report and the Consolidated Financial Statements for the 148th
fiscal year (from April 1, 2017 to March 31, 2018) and results of audits by the
Accounting Auditors and the Audit & Supervisory Board of the Consolidated
Financial Statements
2. The Non-Consolidated Financial Statements for the 148th fiscal year (from April
1, 2017 to March 31, 2018)
Proposals to be resolved:
Proposal No. 1: Appropriation of Surplus
Proposal No. 2: Partial Amendments to the Articles of Incorporation
Proposal No. 3: Election of Eight (8) Directors
Proposal No. 4: Election of One (1) Corporate Auditor1*For those attending the meeting, please present the enclosed Voting Rights Exercise Form at the reception
desk on arrival.
* Included in the documents that should be provided by the Company when providing the notice ofconvocation for this Ordinary General Meeting of Shareholders are the notes to consolidated financial
statements and the notes to non-consolidated financial statements. As provided for by the relevant laws andregulations and Article 19 of the Company’s Articles of Incorporation, these documents are posted on the
Company’s website (http://www.nissanchem.co.jp/) and are not included in the accompanying material to thisdocument. In addition to the accompanying material to the notice of convocation for this Ordinary General
Meeting of Shareholders, the materials audited by the Audit & Supervisory Board and the Accounting
Auditors include the notes to consolidated financial statements and the notes to non-consolidated financial
statements will be posted on the Company’s website indicated above.
* When it is necessary to modify the matters stated in the Reference Documents for the General Meeting of
Shareholders, the Business Report, the Non-Consolidated Financial Statements and the Consolidated
Financial Statements, please understand that any matters if modified will be shown on the Company’s website(http://www.nissanchem.co.jp/).
* The Company participates in the Electronic Voting Rights Exercise Platform for “institutional investors”
operated by ICJ Inc.
The Company’s website (http://www.nissanchem.co.jp/)2Reference Documents for the General Meeting of Shareholders
Proposal No. 1: Appropriation of Surplus
The Company upholds the basic policy of working to improve corporate value from a medium-to-long term
viewpoint and providing return of its profits to the shareholders.
After taking into consideration such factors as operating performance, business environment and preparation
for future business development, the Company proposes the year-end dividend for the current fiscal year as
follows.
(1) Type of dividend property
Cash(2) Matters related to distribution of dividend property and the total amountThe Company proposes to pay ¥36 per common share of the Company.
Under this proposal, the total amount of dividends paid is ¥5,380,755,768.
As the Company paid an interim dividend of ¥32, the annual dividend for the current fiscal year is ¥68 pershare.
(3) Effective date of the distribution of surplus
June 28, 20183

Proposal No. 2: Partial Amendments to the Articles of Incorporation
The Company proposes to make partial amendments to the current Articles of Incorporation as described
below.
1. Reasons for the amendments(1) Since its founding in 1887, the Company has continued to attempt new businesses with a focus on achieving
innovative technologies that move society forward. We now provide products and services to customers allover the world in four business domains: Chemicals, Performance Materials, Agricultural Chemicals, andPharmaceuticals.
And in April 2016 we launched Long-term Business Plan “Progress 2030” for the period to 2030 out ofrecognition that expanding our business domains was a key to achieving sustainable growth for theCompany Group.
We are already conducting our businesses across industry lines, and will be doing more in this respect in theyears to come. This is why, in order to match the Company’s name to its business activities, we will bechanging our company name from Nissan Chemical Industries, Ltd. to Nissan Chemical Corporation, andwill be making all necessary changes to Article 1 (Company Name) in the current Articles of Incorporation.
We will add a supplementary provision stating that July 1, 2018 will be the effective date of these changes.
(2) In an effort to manage risks such as those resulting from natural disasters and to increase the certainty ofbusiness continuity, the Company intends to relocate its main office. Accordingly, the Company proposes theamendments to change the location of its head office from Chiyoda-ku, Tokyo to Chuo-ku, Tokyo and othernecessary amendments under Article 3 of the current Articles of Incorporation. Furthermore, thesupplementary provision that the amendments shall take effect on July 1, 2018 shall be newly established.
2. Details of the amendments
Details of the amendments are as follows.
(Underlined portions indicate the proposed amendments.)
Current Articles of Incorporation
CHAPTER 1.

Proposed Amendments

GENERAL PROVISIONSCHAPTER 1.

GENERAL PROVISIONS(Company Name)(Company Name)

Article 1

Article 1

The name of the company shall be “Nissan Kagaku
Kogyo Kabushiki Kaisha,” which is expressed in English
as “Nissan Chemical Industries, Ltd.” (hereinafterreferred to as “the Company”).

The name of the company shall be “Nissan Kagaku
Kabushiki Kaisha,” which is expressed in English as“Nissan Chemical Corporation” (hereinafter referred toas “the Company”).

(Location of Head Office)(Location of Head Office)

Article 3

Article 3

The head office of the Company shall be located in
Chiyoda-ku, Tokyo.

The head office of the Company shall be located in
Chuo-ku, Tokyo.

(Newly established)

Supplementary Provision
The amendments to Articles 1 and 3 shall take effect on
July 1, 2018. Meanwhile, the supplementary provision
shall be deleted after the effective date of theamendments to Articles 1 and 3.

4

Proposal No. 3: Election of Eight (8) Directors
The terms of office of all nine (9) Directors will expire at the conclusion of this Ordinary General Meeting of
Shareholders. Accordingly, the election of eight (8) Directors, including two (2) Outside Directors, is proposed.
The candidates for Directors are as follows:
Candidate
No.

Name

Position/responsibilities in the Company

Representative Director, President &CEO
Director, Senior Executive Vice
President
Corporate Strategy & Coordination
CFO
Internal Audit Department, Finance& Accounting Department, andEnvironment, Safety & Quality
Assurance Department
Director, Senior Executive Vice
President
R&D, Intellectual Property
Department,
Advanced Materials & Planning
Department, Research Planning
Department, and Pharmaceuticals
Division
Director, Managing Executive
Officer
Head of Corporate Planning
Department
CRO
Director, Managing Executive
Officer
Head of Agricultural Chemicals
DivisionManaging Executive Officer
Head of Performance Materials
Division

Attribute1

Kojiro Kinoshita

2

Junichi Miyazaki

3

Hiroyoshi Fukuro

4

Katsuaki Miyaji

5

Takashi Honda

6

Hitoshi Suzuki

7

Tisato Kajiyama

Outside Director

Reelection

OutsideDirector

Independent
Officer8

Tadashi Ohe

Outside Director

Reelection

OutsideDirector

Independent
Officer5

Reelection

Reelection

Reelection

Reelection

Reelection

New
Candidate

No.

Name
(Date of birth)

Career summary, position/responsibilities in the Company andsignificant positions concurrently held outside the Company
Apr. 1977
Jun. 2002
Jun. 2006
Jun. 2008

Number of theCompany’s
shares held

Joined the Company
Director, Head of Corporate Planning Department
Managing Director
Representative Director, President & CEO (to thepresent)

Kojiro Kinoshita(April 19, 1948)

93,200Reelection

1
Attendance atmeetings of theBoard of Directors
12/12

Reason for the nomination of the candidate for Director
Mr. Kojiro Kinoshita served as General Manager of the Business Strategy Department, Chemicals General
Headquarters and also as Head of the Corporate Planning Department. In addition, as Representative
Director and President & CEO of the Company since June 2008, he has been promoting strategies toenhance the corporate value of the Company Group. Considering his wide-ranging experience,achievements, and insights, the Company judges that Mr. Kinoshita remains qualified to be a Director that
performs decision-making on business operations and oversees the execution of duties by Directors, andagain nominated him as a candidate for Director.

6

No.

Name
(Date of birth)

Career summary, position/responsibilities in the Company andsignificant positions concurrently held outside the Company
Apr. 1974

2

Number of theCompany’s
shares held

Joined The Industrial Bank of Japan, Limited (currently
Mizuho Bank, Ltd.)
Jun. 2000 General Manager, International Department of The
Industrial Bank of Japan, Limited (currently Mizuho
Bank, Ltd.)
Jun. 2003 Corporate Auditor of Mizuho Corporate Bank, Ltd.
(currently Mizuho Bank, Ltd.)
Apr. 2005 Managing Executive Officer of Kowa Real Estate Co.,
Ltd.
Jul. 2005 Managing Director of Kowa Real Estate Co., Ltd.
Apr. 2006 Joined the Company, Advisor
31,000Jun. 2006 Director
Junichi Miyazaki(October 9, 1951) Apr. 2007 Director, Head of Corporate Administration
Department
Jun. 2008 Managing Director
Reelection
Jun. 2011 Senior Managing Director
Attendance at
Apr. 2013 Director, Senior Executive Vice President (to themeetings of thepresent)
Board of Directors(Current positions in charge)
12/12
Corporate Strategy & Coordination CFO
Internal Audit Department,
Finance & Accounting Department, andEnvironment, Safety & Quality Assurance Department
Reason for the nomination of the candidate for Director
Mr. Junichi Miyazaki has strived to improve the financial structure of the Company and contributed to theCompany Group’s growth from a variety of perspectives as head of the corporate strategy & coordination
section of the Company since his assumption of office as Director in June 2006, utilizing his wide-ranging
knowledge cultivated through his experience in a financial institution. Considering his wide-ranging
experience, achievements, and insights, the Company judges that Mr. Miyazaki remains qualified to be a
Director that performs decision-making on business operations and oversees the execution of duties byDirectors, and again nominated him as a candidate for Director.

7

No.

Name
(Date of birth)

Career summary, position/responsibilities in the Company andsignificant positions concurrently held outside the Company
Apr. 1979
Jun. 2004

Hiroyoshi Fukuro(April 18, 1952)
3

Reelection

Attendance atmeetings of theBoard of Directors
12/12

Joined the Company
Director, Head of Electronic Materials ResearchLaboratories
Jun. 2011 Managing Director
Apr. 2013 Senior Managing Director
Apr. 2014 Director, Senior Managing Executive Officer
Apr. 2018 Director, Senior Executive Vice President (to thepresent)(Current positions in charge)
R&D
Intellectual Property Department,
Advanced Materials & Planning Department,
Research Planning Department, andPharmaceuticals Division

Number of theCompany’s
shares held

25,100Reason for the nomination of the candidate for Director
Mr. Hiroyoshi Fukuro has been engaged in research of electronic materials for many years, and contributed
to business expansion in the performance materials field, as Head of Performance Materials Division and as
the person in charge of R&D of material science since his assumption of office as Director in June 2004.
Considering his wealth of experience, achievements, and knowledge, the Company judges that Mr. Fukuro
remains qualified to be a Director that performs decision-making on business operations and oversees theexecution of duties by Directors, and again nominated him as a candidate for Director.

8

No.

Name
(Date of birth)

Career summary, position/responsibilities in the Company andsignificant positions concurrently held outside the Company
Apr. 1985
Jun. 2010
Jun. 2011

Katsuaki Miyaji(January 27, 1961)
4

Reelection

Attendance atmeetings of theBoard of Directors
12/12

Joined the Company
Director, Head of Chemical Research Laboratories
Director, Head of Advanced Materials & Planning
Department
Apr. 2014 Director, Executive Officer, Head of Electronic
Materials Research Laboratories
Jun. 2014 Executive Officer, Head of Electronic Materials
Research Laboratories
Oct. 2014 Executive Officer, Head of Materials ResearchLaboratories
Apr. 2016 Managing Executive Officer, Head of Corporate
Planning Department
Jun. 2016 Director, Managing Executive Officer (to the present)(Current positions in charge)
Head of Corporate Planning Department
CRO

Number of theCompany’s
shares held

11,200Reason for the nomination of the candidate for Director
Mr. Katsuaki Miyaji has been engaged in research for many years, and has undertaken tasks related tomaterials research as well as the creation of new products, which is the driving force for the Company
Group’s growth. Since April 2016, he has been focusing on understanding the status of business operations
in each division and achieving goals across the entire Company Group as Head of Corporate Planning
Department. The Company judges that Mr. Miyaji remains qualified to be a Director that performs
decision-making on business operations and oversees the execution of duties by Directors, and again
nominated him as a candidate for Director.

9

No.

Name
(Date of birth)

Career summary, position/responsibilities in the Company andsignificant positions concurrently held outside the Company
Apr. 1981
Feb. 1997
Jun. 2012
Apr. 2014

Takashi Honda(March 8, 1959)
5

Apr. 2017

Joined the Company
Vice President of Nissan Chemical Europe GmbH
General Manager of Planning & Development
Department, Agricultural Chemicals Division
Executive Officer, Deputy Head of Agricultural
Chemicals Division, General Manager of Planning &Development Department, Agricultural Chemicals
DivisionManaging Executive Officer, Head of Agricultural
Chemicals Division
Director, Managing Executive Officer (to the present)

Number of theCompany’s
shares held

4,600

Jun. 2017
Reelection(Current positions in charge)
Head of Agricultural Chemicals Division
Attendance at(Significant position concurrently held)
meetings of theRepresentative Director of Nissan Chemical Europe S.A.S.
Board of Directors
Representative Director of Nissan Chemical Agro Korea Ltd.
10/10
Chairman of NISSAN AGRO TECH INDIA PRIVATE LIMITED
Reason for the nomination of the candidate for Director
Mr. Takashi Honda has been engaged in the agricultural chemicals business focused on development ofagricultural chemicals and licensing for many years. As the General Manager of the Planning &Development Department since June 2012, and as Head of the Agricultural Chemicals Division since April
2017, he has been managing the agricultural chemicals business. The Company judges that Mr. Honda
remains qualified to be a Director that performs decision-making on business operations and oversees theexecution of duties by Directors, and again nominated him as a candidate for Director.

10

No.

Name
(Date of birth)

Career summary, position/responsibilities in the Company andsignificant positions concurrently held outside the Company
Apr. 1985
Apr. 2007

6

Number of theCompany’s
shares held

Joined the Company
General Manager of Semiconductor Materials
Department, Electronic Materials DivisionJun. 2010 General Manager of Semiconductor Materials Research
Department, Electronic Materials ResearchLaboratories
Jun. 2012 General Manager of Semiconductor Materials
Department, Performance Materials Division
Apr. 2013 Deputy Head of Performance Materials DivisionJun. 2013 Director, Deputy Head of Performance Materials
Division
7,600
Apr. 2014 Director, Executive Officer, Deputy Head of
Performance Materials Division
Hitoshi Suzuki
Jun. 2014 Executive Officer, Deputy Head of Performance(December 11,
Materials Division
1961)
Apr. 2016 Executive Officer, Head of Materials ResearchLaboratories
New Candidate
Apr. 2018 Managing Executive Officer, Head of Performance
Materials Division (to the present)(Significant position concurrently held)
Chairman of Nissan Chemical America Corporation
Representative Director of NCK Co., Ltd.
Reason for the nomination of the candidate for Director
Mr. Hitoshi Suzuki has been engaged in research of electronic materials centering on semiconductormaterials for many years. As the Head of the Materials Research Laboratories since April 2016, and as Headof the Performance Materials Division since April 2018, he has contributed to business expansion in theperformance materials field. The Company judges that Mr. Suzuki qualifies to be a Director that performs
decision-making on business operations and oversees the execution of duties by Directors, and nominatedhim as a candidate for Director.

11

No.

Name
(Date of birth)

Career summary, position/responsibilities in the Company andsignificant positions concurrently held outside the Company
Jun. 1969

Tisato Kajiyama(May 13, 1940)
Reelection
Outside Director

7

Independent Officer

Attendance atmeetings of theBoard of Directors
12/12

Post Doctor Course, The University of Massachusetts
Amherst, USA
Nov. 1984 Professor of Faculty of Engineering at Kyushu
University (currently National University Corporation
Kyushu University)
Nov. 2001 President of Kyushu University
Nov. 2008 President of Independent Administrative Institution
Japan Student Services Organization
Jun. 2010 Outside Corporate Auditor, the Company
Apr. 2011 Chairman, Board of Trustees and President of Public
University Corporation Fukuoka Women’s University(to the present)
Jun. 2014 Outside Director, the Company (to the present)(Significant position concurrently held)
Chairman, Board of Trustees and President of Public University
Corporation Fukuoka Women’s University

Number of theCompany’s
shares held

14,100Reason for the nomination of the candidate for Outside Director
Mr. Tisato Kajiyama currently serves as Outside Director of the Company, and the Company proposes his
reelection so that his expertise as a Doctor of Engineering and his wide-ranging knowledge and experience
gained as the President of Kyushu University, President of Japan Student Services Organization, andPresident of Fukuoka Women’s University will continue to be reflected in the management of the Company
from an outside perspective and from an objective and neutral position. Although Mr. Kajiyama has noexperience of involvement in corporate management other than having served in the past as Outside Officer,
the Company judges that Mr. Kajiyama will continue to appropriately perform his duties as Outside
Director.

12

No.

Name
(Date of birth)

Career summary, position/responsibilities in the Company andsignificant positions concurrently held outside the Company
Apr. 1969
Apr. 1989

Tadashi Ohe(May 20, 1944)

8

Reelection
Outside Director
Independent Officer

Attendance atmeetings of theBoard of Directors
11/12

Qualified for attorney-at-law
Instructor for the Legal Training and Research Instituteof Japan (court representation in civil proceedings)
Mar. 1994 Outside Corporate Auditor of Canon Inc. (to thepresent)
Jun. 2004 Outside Corporate Auditor of Marui Group Co., Ltd. (tothe present)
Jun. 2006 Outside Corporate Auditor of Kao Corporation
Jun. 2011 Outside Director, JECO Co., Ltd. (to the present)
Jun. 2015 Outside Director, the Company (to the present)(Significant positions concurrently held)
Attorney-at-law at Tadashi Ohe & Yutaka Tanaka Law Office,Outside Corporate Auditor of Canon Inc.,
Outside Corporate Auditor of Marui Group Co., Ltd., andOutside Director of JECO Co., Ltd.

Number of theCompany’s
shares held

3,000

Reason for the nomination of the candidate for Outside Director
Mr. Tadashi Ohe currently serves as Outside Director of the Company, and the Company proposes his
reelection so that his abundant experience and specialist knowledge as an attorney-at-law will continue to bereflected in the management of the Company from an outside perspective and from an objective and neutral
position. Though Mr. Ohe does not have a past experience being involved in corporate management otherthan becoming an Outside Officer, up until the present, he has experience being involved in the corporate
management of multiple companies as Outside Officer. Therefore, the Company judges that Mr. Ohe willcontinue to appropriately perform his duties as Outside Director.
Notes: 1. Mr. Hitoshi Suzuki serves as the Representative Director of NCK Co., Ltd. The Company has a
trading relationship with NCK Co., Ltd. that includes the sale of products. No conflicts of interest
exist between any of the other candidates and the Company.
2. Messrs. Tisato Kajiyama and Tadashi Ohe are candidates for Outside Director.
3. Mr. Tisato Kajiyama’s terms of office as Outside Corporate Auditor of the Company aggregated tofour years and terms of office as Outside Director of the Company will aggregate to four years as of
the conclusion of this Ordinary General Meeting of Shareholders. Mr. Tadashi Ohe’s terms of office as
Outside Director of the Company will aggregate to three years as of the conclusion of this Ordinary
General Meeting of Shareholders.
4. The Company entered into agreements with Messrs. Tisato Kajiyama and Tadashi Ohe respectively
that limit their liability when they perform their duties concerning the responsibilities under Paragraph
1, Article 423 of the Companies Act in good faith with no serious negligence to the minimum liability
provided for by the relevant laws and regulations. If their reelection is approved, the Company plans
to continue the same limited liability agreement with them.
5. The Company has notified the Tokyo Stock Exchange of status of Messrs. Tisato Kajiyama andTadashi Ohe as independent officers. If their reelection is approved, the Company plans to notify thestock exchange of status of Messrs. Kajiyama and Ohe as independent officers again.

13

Proposal No. 4: Election of One (1) Corporate Auditor
The term of office of Corporate Auditor, Mr. Noriyuki Katayama will expire at the conclusion of thisOrdinary General Meeting of Shareholders. Accordingly, election of one (1) Corporate Auditor is proposed.
The Audit & Supervisory Board has already given its approval to this proposal.
The candidate for Corporate Auditor is as follows:
Name(Date of birth)

Career summary, position in the Company andsignificant positions concurrently held outside the Company

Number of theCompany’s
shares held

Apr. 1990

Qualified for attorney-at-law
Joined Nagashima & Ohno (currently Nagashima
Ohno & Tsunematsu)
Aug. 1996 Qualified for attorney-at-law in New YorkState, USA
Oct. 1996 Joined Tokyo City Law & Tax Partners
Feb. 2003 Joined City-Yuwa Partners (to the present)
Oct. 2004 Statutory Auditor of Deutsche AssetManagement (Japan) Limited (to the present)
Jul. 2005 Statutory Auditor (part-time) of Deutsche
Securities Junbi K.K. (currently Deutsche
Securities Inc.)
Noriyuki Katayama
Sep. 2006 Outside Director of Accordia Golf co., Ltd.
(October 28, 1964)
Apr. 2009 Visiting Professor of Toyo University Law
School0
Reelection
Jun. 2013 Supervisory Director of SIA REIT, Inc.
Outside Corporate Auditor(currently One REIT, Inc.)
Independent Officer
Feb. 2014 Examiner for the preliminary bar examination
Attendance at meetings of Jun. 2014 Outside Corporate Auditor, the Company (to thepresent)
the Board of Directors
Aug. 2017 Supervisory Director of HEIWA REAL ESTATE
12/12
REIT, Inc. (to the present)
Apr. 2018 Outside Director of Nippon Denkai, Ltd. (to the
Attendance at meetings
present)of the Audit &Supervisory Board(Significant positions concurrently held)
12/12
Attorney-at-Law (Partner) at City-Yuwa Partners
Statutory Auditor of Deutsche Asset Management (Japan)
LimitedSupervisory Director of HEIWA REAL ESTATE REIT, Inc.
Outside Director of Nippon Denkai, Ltd.
Reason for the nomination of the candidate for Outside Corporate Auditor
Mr. Noriyuki Katayama currently serves as Outside Corporate Auditor of the Company and has made use of
his abundant experience and expertise as attorney-at-law. Although Mr. Noriyuki Katayama has noexperience of involvement in corporate management other than having served in the past as Outside Officer,
he has experience being involved in the corporate management of multiple companies as Outside Officer.
Therefore, the Company judges that Mr. Katayama will continue to appropriately perform his duties as
Outside Corporate Auditor.
Notes: 1. No special conflicts of interest exist between the Corporate Auditor candidate Mr. Noriyuki Katayama
and the Company.
2. Mr. Noriyuki Katayama is a candidate for Outside Corporate Auditor.
3. Mr. Noriyuki Katayama’s terms of office as Outside Corporate Auditor of the Company will aggregate14

to four years as of the conclusion of this Ordinary General Meeting of Shareholders.
4. The Company entered into agreements with Mr. Noriyuki Katayama that limits his liability when heperforms his duties concerning the responsibilities under Paragraph 1, Article 423 of the Companies
Act in good faith with no serious negligence to the minimum liability provided for by the relevantlaws and regulations. If his reelection is approved, the Company plans to continue the same limited
liability agreement with him.
5. In April 2012, a compliance problem was discovered that concerned an executive director of Accordia
Golf co., Ltd. where Mr. Noriyuki Katayama had served as Outside Director until June 2014.
Mr. Katayama had regularly advised the board of directors of the company on compliance-related
matters, and after the compliance problem was discovered, he conducted an investigation as the
Chairman of the Special Compliance Committee. He fulfilled his duties by actively providing his
views on matters such as strengthening the company’s compliance system, which includes
fundamental review of the governance system and other measures described above.
On June 22, 2012 the company received a written notice of assessment and determination regarding an
additional tax (corporation tax) from the Tokyo Regional Taxation Bureau, which resulted in a
substantial additional tax imposed on the company and some of its subsidiaries. In another case, there
was a food poisoning incident at a restaurant in the ONAHAMA OCEAN HOTEL & GOLF CLUB
(Iwaki City, Fukushima Prefecture), a business facility of the company group. The main kitchen of therestaurant was consequently ordered by the Public Health Center, Iwaki City to cease business
operations for three days beginning July 30, 2013 pursuant to Article 6 of the Food Sanitation Act.
Mr. Katayama routinely offered a variety of advice and opinions at meetings of the company’s boardof directors and other opportunities in the interest of ensuring legal compliance, which included
compliance and internal control matters. After the reports were issued and the above facts became
known, he continued to offer a variety of advice and opinions aimed at further strengthening internal
control in order to prevent a recurrence of similar accidents.
6. The Company has notified the Tokyo Stock Exchange of status of Mr. Noriyuki Katayama as anindependent officer. If his reelection is approved, the Company plans to notify the stock exchange ofstatus of Mr. Noriyuki Katayama as an independent officer again.

15

(Reference) The Company’s stance towards independency for Outside Directors and Outside Corporate
Auditors
The Company’s independence standards for Outside Officers are as follows.
The Company’s independent Outside Officers (Directors and Corporate Auditors) and independent Outside
Officer candidates fulfill the Companies Act’s requirements for Outside Officers, as well as the following
independence standards.
(1) Not being an executive (a person who executes business; hereinafter, the same) of the Company or its
subsidiaries, nor having been an executive of the Company or its subsidiaries for the past 10 years (if however,a non-executive director or corporate auditor of the Company or its subsidiaries at some point in the past 10
years, the 10 years prior to being appointed to that role)(2) Not being one of the Company’s major shareholders (a shareholder with 10% or more of voting rights) or an
executive thereof(3) Not being an executive of a corporation of which the Company is a major shareholder (a shareholder with
10% or more of voting rights)(4) Not being a major client or supplier (a client or supplier from whom the value of average payments fortransactions to the Company or its subsidiaries over the past 3 fiscal years exceeds 2% of the average annual
consolidated net sales of the Company over the past 3 fiscal years) of the Company or its subsidiaries or an
executive thereof(5) Not being a party whose major client or supplier is the Company or its subsidiaries (a party to whom the valueof average payments for transactions by the Company or its subsidiaries over the past 3 fiscal years exceeds
2% of the average annual consolidated net sales of that party over the past 3 fiscal years), or an executive
thereof(6) Not being an executive of a major financial institution with which the Company has borrowings (a financial
institution from whom the average amount of the Company’s consolidated fiscal-year-end balance ofborrowings over the past 3 fiscal years exceeds 2% of the Company’s average annual consolidated
fiscal-year-end total assets over the past 3 fiscal years) nor having been an executive thereof for the past 3
years(7) Not being an attorney, certified public accountant, certified public tax accountant, other consultant, researcheror educator in receipt from the Company of a large amount of monetary consideration or other property (anaverage annual amount over the past 3 fiscal years of over ¥10 million for individuals or, in the event therecipient is a corporation or other organization that said individual is affiliated with or retained by, of anamount in excess of 2% of that organization’s average annual total revenues over the past 3 fiscal years) otherthan Director or Corporate Auditor remuneration(8) Not being a close relative (spouse, person within the second degree of kinship or relative living together) of
an executive (limited to key personnel) of the Company or its subsidiaries(9) In addition to items (1) through (8) above, being such person as the Board of Directors determines to be a
person whose independence as an independent Outside Officer is unquestionable and for whom there is norationally determined risk of a conflict of interest with the general shareholders of the Company.

16