Note: This document has been translated from a part of the Japanese original for reference purposes only. In the event of any
discrepancy between this translated document and the Japanese original, the original shall prevail.

Securities Code: 5208
June 13, 2018
To our shareholders:
Yuta Arisawa
President and Representative Director
Arisawa Mfg. Co., Ltd.
5-5 Minami-honcho 1-chome, Joetsu-shi, Niigata

Notice of the 70th Annual General Meeting of Shareholders
You are cordially invited to attend the 70th Annual General Meeting of Shareholders of Arisawa Mfg. Co., Ltd. (the“Company”), which will be held as stated below.
If you are unable to attend the meeting, you may exercise your voting rights in writing. Please consider theReference Documents for General Meeting of Shareholders below and indicate your vote of approval ordisapproval of each proposal on the enclosed voting form, and return it so that it arrives at the Company no later
than 5:00 p.m. on Wednesday, June 27, 2018 (JST).
1. Date and Time: Thursday, June 28, 2018 at 10:00 a.m. (Reception will open at 9:00 a.m.) (JST)
2. Venue:
Conference Room, Head Office of the Company
5-5 Minami-honcho 1-chome, Joetsu-shi, Niigata
3. Purpose of the Meeting
Matters to be reported:
1. Business Report and Consolidated Financial Statements for the 70th Fiscal Year (April 1, 2017 to March31, 2018) and Audit Reports of Consolidated Financial Statements by the Accounting Auditor and theBoard of Corporate Auditors
2. Non-consolidated Financial Statements for the 70th Fiscal Year (April 1, 2017 to March 31, 2018)
Matters to be resolved:
Proposal No. 1
Appropriation of Surplus
Proposal No. 2
Election of Two Corporate Auditors
Proposal No. 3
Election of Two Substitute Corporate Auditors
Proposal No. 4
Issuance of Share Acquisition Rights for Employees, etc. as Stock Options
4. Arrangements Concerning Convocation of the Meeting
If you exercise your voting rights by proxy, another shareholder with a voting right may attend General Meetingof Shareholders as your proxy. In this case, please note that the proxy is requested to submit a written document
certifying the authority of proxy.

When attending on the day of the meeting, please submit the enclosed voting form to reception.
Any changes in the Reference Documents for General Meeting of Shareholders, Business Report, Non-consolidated FinancialStatements and Consolidated Financial Statements will be posted on the Company’s website (http://www.arisawa.co.jp/).

-1-Reference Documents for General Meeting of Shareholders
Proposal No. 1

Appropriation of Surplus

With regard to the appropriation of surplus, the Company deems the return of earnings to shareholders an importantmanagement issue in line with the basic policy of maintaining stable dividends while considering the strengtheningof its corporate structure and the development of future business. The proposed year-end dividend and otherappropriation of surplus are as follows:
1. Year-end dividends(1) Type of dividend property
Cash(2) Allotment of dividend property and their aggregate amountThe Company proposes to pay a dividend of ¥34 per common share of the Company.
Total amount: ¥1,224,579,360(3) Effective date of payment of surplus available for dividends
June 29, 2018
2. Other appropriation of surplus(1) Item of surplus to be increased and amount of increase
General reserve: ¥1,000,000,000(2) Item of surplus to be decreased and amount of decrease
Retained earnings brought forward: ¥1,000,000,000-2-Proposal No. 2

Election of Two Corporate Auditors

Corporate Auditors Hiroshi Miyashita and Nobuya Tanaka will resign at the conclusion of the Annual General
Meeting of Shareholders. Therefore, the Company proposes the election of two Corporate Auditors as theirsubstitutes.
Since Koichi Sakai will be elected as a substitute for Hiroshi Miyashita and Shinjiro Kawai will be elected as asubstitute for Nobuya Tanaka, as provided for in Article 31 of the Company’s Articles of Incorporation, therespective term of office of the newly elected Corporate Auditors shall expire when the term of office of eachretiring Corporate Auditor expires. The consent of the Board of Corporate Auditors has been obtained for thisproposal.
The candidates for Corporate Auditor are as follows, and their career summaries, etc. are those as of June 1, 2018.
Candidate
No.

Career summary and position in the Company(Significant concurrent positions outside the Company)
Apr. 1984
Feb. 2004
June 2006
June 2008
June 2011
June 2013
June 201412

Notes:

Name(Date of birth)

1.
2.
3.
4.
5.

6.

Number of theCompany’s shares
ownedJoined the Hachijuni Bank, Ltd.
General Manager, Hata Branch
General Manager, Tokyo Liaison Office
General Manager, Prefectural Office Branch
General Manager, Suzaka Branch, Suzaka Area
Koichi Sakai
General Manager, Ina Branch, Ina Area
- shares(January 31, 1961)
Executive Officer and General Manager, Ina
Branch, Ina Area
June 2015
Executive Officer and General Manager, Loan
Control Department
June 2016
Full-time Audit & Supervisory Board Member(current position)
Apr. 1982
Joined the Daishi Bank, Ltd.
June 2006
General Manager, Nagaoka Nishi Office
Apr. 2008
Acting General Manager, Credit Supervision
DivisionMar. 2011
General Manager, Credit Supervision DivisionShinjiro KawaiFeb. 2014
General Manager, General Affairs Division- shares(May 19, 1959)
June 2014
Executive Officer and General Manager,Shibata OfficeFeb. 2016
Executive Officer and General Manager, Audit
and Inspection Division
June 2017
Director (Full-time Audit and Supervisory
Committee Member) (current position)
Koichi Sakai and Shinjiro Kawai are new candidates for Corporate Auditor
There is no special interest between any of the candidates for Corporate Auditor and the Company.
The number of the Company’s shares owned is based on the shareholder register as of March 31, 2018.
Koichi Sakai and Shinjiro Kawai are candidates for outside Corporate Auditor as defined in Article 2, paragraph 3, item
8 of the Ordinance for Enforcement of the Companies Act.
The Company plans to enter into a limited liability agreement with each of candidates for outside Corporate Auditors
Koichi Sakai and Shinjiro Kawai pursuant to Article 427, paragraph 1 of the Companies Act, if they are elected. The
outline of the limited liability agreement is as follows:- If an outside Corporate Auditor is liable to the Company for failing to perform his/her duties, the maximum amountof liability for compensation for damage to the Company shall be the Minimum Liability Amount provided in Article
425, paragraph 1 of the Companies Act.
- The said limited liability agreement shall be effective as long as the person had acted in good faith and without grossnegligence in performing his/her duties that caused the damage.
The reasons for nominating the candidates for Corporate Auditor are as follows:(ii) Koichi Sakai was nominated as a candidate for outside Corporate Auditor because he is a full-time Audit &Supervisory Board Member of the Hachijuni Bank, Ltd., has an excellent personality and knowledge, and it wasconsidered that he could provide management checks and advice as a management expert due to his experience as
an officer of a company. The Hachijuni Bank, Ltd. is one of the Company’s main financing banks.

-3-(ii) Shinjiro Kawai was nominated as a candidate for outside Corporate Auditor because he is a Director (Audit andSupervisory Committee Member) of the Daishi Bank, Ltd., has an excellent personality and knowledge, and it wasconsidered that he could provide management checks and advice as a management expert due to his experience as
an officer of a company. The Daishi Bank, Ltd. is one of the Company’s main financing banks.

-4-Proposal No. 3

Election of Two Substitute Corporate Auditors

The Company proposes the election of two substitute Corporate Auditors in advance to be ready to fill vacant
positions should the number of Corporate Auditors fall below the number required by laws and regulations. The
consent of the Board of Corporate Auditors has been obtained for this proposal.
The candidates for substitute Corporate Auditor are as follows: Yukio Takashima is to be elected as a substitute for
Corporate Auditor Koji Ohta, and Hideyuki Baba is to be elected as a substitute for outside Corporate Auditors
Koichi Sakai and Shinjiro Kawai.
The Company shall reserve the right to nullify the validity of their election by resolution of the Board of Directors
as long as the consent of the Board of Corporate Auditors is obtained; provided, however, that it is only in a time
before they assume office.
The candidates for substitute Corporate Auditor are as follows, and their career summaries, etc. are those as of June
1, 2018.
CandidateNo.

Name(Date of birth)

Career summary and position in the Company(Significant concurrent positions outside the Company)
Mar. 1972
July 1996
June 1998
June 2001
June 2003

12Notes:

1.
2.
3.

4.

Number of theCompany’s shares
ownedJoined the Company
General Manager, Manufacturing Dept. 1
Director
Managing Director
Managing Director and Senior Operating
OfficerJune 2003
President and Representative Director, Arisawa
Yukio Takashima
Fiber Glass Co., Ltd.
44,887 shares(October 30, 1949)
June 2005
Director and Senior Operating Officer, theCompany
June 2014
Director and Senior Managing OperatingOfficer
May 2017
Retired as President and RepresentativeDirector, Arisawa Fiber Glass Co., Ltd.
(Significant concurrent positions outside the Company)
Outside Director, Polatechno Co., Ltd.
Apr. 1998
Registered at Niigata Bar Association
Hideyuki Baba- shares
Apr. 2003
Representative, Hideyuki Baba Law Office(March 29, 1964)(current position)
There is no special interest between any of the candidates for substitute outside Corporate Auditor and the Company
other than the monthly payment of advisory fees of ¥35,000 to Hideyuki Baba for legal advisory.
The number of the Company’s shares owned is based on the shareholder register as of March 31, 2018.
Hideyuki Baba is a candidate for substitute outside Corporate Auditor.
He was nominated as a candidate for substitute outside Corporate Auditor in the expectation that he would use hisadvanced professional knowledge as an attorney at law for the Company’s compliance. He has never been directly
involved in the management of a company in the past. However, the Company judges he will appropriately fulfill his
duties as an outside Corporate Auditor based on the above reasons.
If Hideyuki Baba is elected as outside Corporate Auditor, the Company intends to enter into a limited liability agreementwith him pursuant to Article 427, paragraph 1 of the Companies Act, and the outline of the limited liability agreement isas follows:- If an outside Corporate Auditor is liable to the Company for failing to perform his/her duties, the maximum amountof liability for compensation for damage to the Company shall be the Minimum Liability Amount provided in Article
425, paragraph 1 of the Companies Act.
- The said limited liability agreement shall be effective as long as the person had acted in good faith and without grossnegligence in performing his/her duties that caused the damage.

-5-

Proposal No. 4

Issuance of Share Acquisition Rights for Employees, etc. as Stock Options

The Company proposes to delegate to the Company’s Board of Directors determining the terms and conditions forallocating share acquisition rights issued as stock options for the employees of the Company, etc. pursuant toArticle 236, Article 238 and Article 239 of the Companies Act.
1. Reason for the need for offering share acquisition rights under particularly favorable terms
The purpose of issuing share acquisition rights in gratis as stock options to employees of the Company andDirectors and employees of wholly owned subsidiaries is to further increase motivation and morale concerning
the performance of the Company group (the “Group”) and to secure talented personnel.
2. Content of the share acquisition rights(1) Eligible persons for share acquisition rights to be allocatedEmployees of the Company and Directors and employees of wholly owned subsidiaries who areapproved by the Company’s Board of Directors(2) Number of share acquisition rights to be issued
Up to 2,573 (100 shares per share acquisition right)(3) Number of shares underlying the share acquisition rights
Up to a total of 257,300 shares(4) Amount of payment for the share acquisition rights, method of calculation thereof, and need for payment
Issued in gratis, no need for payment.
(5) Total amount payable upon exercise of share acquisition rights and method of calculation
The amount to be paid when exercising share acquisition rights is the amount obtained by multiplying theamount to be paid per share determined on the day of allotment of share acquisition rights (“paymentamount”) by the number of shares underlying each share acquisition right. The payment amount shall be
the amount obtained by multiplying the simple average of the closing price of the Company’s shares inregular trading on the Tokyo Stock Exchange on the day of allotment of share acquisition rights and thesix days immediately preceding that date (or the seven days immediately preceding that date if there is noclosing price on that date) by 1.05. Any amount less than one yen shall be rounded up to the nearest yen.
However, if that amount is less than the closing price on the day of allotment of the share acquisitionrights (or the immediately preceding closing price if there is no closing price on the day of allotment), theclosing price of the day of allotment of share acquisition rights shall be used.
The following equation shall be used to adjust the payment amount if the Company performs a share split
or share consolidation after issuing the share acquisition rights. Any amount adjusted shall be rounded up
to the nearest yen.
1
Payment amount before
Adjusted payment amount=×
Ratio of share split oradjustment
consolidation
Furthermore, the following equation shall be used to adjust the payment amount if the Company issues
new shares at an amount less than market value (excluding the issuance of new shares due to the exerciseof stock options) or disposes of treasury shares. Any amount adjusted shall be rounded up to the nearestyen.
Number ofPayment
Number ofshares newly×amount pershares already +Adjusted
issuedshare
Payment amountissuedpayment=×
before adjustment
Market value per shareamountNumber of shares already issued + Number of shares newly
issued“Number of shares newly issued” shall be replaced by “Number of treasury shares disposed of” when
disposing of treasury shares.
(6) Exercise period
From July 1, 2020 until June 30, 2023
(7) Conditions for the exercise of share acquisition rights(i) A person who has received allotment of share acquisition rights shall have the status of Director,advisor or employee of the Company or Director, advisor or employee of a subsidiary of theCompany when exercising the rights.
-6-

(ii) The rights shall not be assigned, pledged, otherwise disposed of or inherited.
Matters related to the increase in capital stock and legal capital surplus when issuing shares due to theexercise of share acquisition rights(i) If shares are issued due to the exercise of stock options, common stock shall increase by half thelimit for increase in common stock calculated pursuant to Article 17, paragraph 1 of the Ordinanceon Accounting of Companies. Any amount less than one yen shall be rounded up to the nearest yen.
(ii) If shares are issued due to the exercise of stock options, additional paid-in capital shall increase by
the amount remaining after deducting the increase in common stock prescribed in (i) from the limit
for increase in common stock in (i).
(9) Provisions for the acquisition of share acquisition rights
The Company may acquire free of charge share acquisition rights in respect of items below if approvedby General Meeting of Shareholders unless the obligation of granting share acquisition rights issucceeded by the surviving company (in case of (i)) or the Company’s wholly owning parent company(in case of (ii)): (i) Proposal for approval of a merger agreement under which the Company is to bedissolved; (ii) Proposal for approval of a share exchange agreement or share transfer plan under which
the Company is to become a wholly owned subsidiary.
(10) Restrictions applicable to the acquisition of share acquisition rights by transfer
Approval is required by resolution of the Board of Directors for the acquisition of share acquisition rights
by transfer of ownership.
(11) Other matters pertaining to offering share acquisition rights shall be determined in meetings of the Boardof Directors separately held.
(8)-7-