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 12, 2019
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 71st Annual General Meeting of Shareholders
You are cordially invited to attend the 71st 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 the Reference
Documents for General Meeting of Shareholders below and indicate your vote of approval or disapproval 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 26, 2019 (JST).
1. Date and Time: Thursday, June 27, 2019 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 71st Fiscal Year (April 1, 2018 to March 31,2019) and Audit Reports of Consolidated Financial Statements by the Accounting Auditor and the Board of
Corporate Auditors
2. Non-consolidated Financial Statements for the 71st Fiscal Year (April 1, 2018 to March 31, 2019)
Matters to be resolved:
Proposal No. 1
Appropriation of Surplus
Proposal No. 2
Election of Six Directors
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.
No gifts will be provided to shareholders who attend the Annual General Meeting of Shareholders. Your understanding is appreciated.
Any changes in the Reference Documents for General Meeting of Shareholders, Business Report, Non-consolidated Financial
Statements and Consolidated Financial Statements will be posted on the Company’s website (http://www.arisawa.co.jp/).

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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 ¥30 per common share of the Company.
Total amount: ¥1,086,565,380(3) Effective date of payment of surplus available for dividends
June 28, 2019
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 Six Directors

At the conclusion of the Annual General Meeting of Shareholders, the terms of office of all Directors will expire.
Therefore, the Company proposes the election of six Directors.
The candidates for Director are as follows, and their carrier summaries, etc. are those as of June 1, 2019:
Candidate
No.

1

2

Number of the
Career summary, and position and responsibility in the
Company’s sharesCompanyowned(Significant concurrent positions outside the Company)
Apr. 1992
Joined Mitsubishi Electric Corporation
Feb. 2002
Joined JPMorgan Securities Japan Co., Ltd.
Aug. 2003
Joined the Company
Apr. 2007
Assistant General Manager, Manufacturing
Dept.
Apr. 2009
Operating Officer
Yuta Arisawa
June 2010
Director and Senior Operating Officer
74,284 shares(July 25, 1969)
June 2011
Director and Senior Managing Operating
OfficerJune 2014
President and Representative Director (current
position)
June 2015
Chief Operating Officer (COO)
June 2017
Chief Executive Officer (CEO) (current
position)(Reasons for nomination as candidate for Director)
Yuta Arisawa has been engaged in the corporate planning, manufacturing and sales departments as supervisor of theCompany while also managing overseas associates since his joining the Company after holding positions at Mitsubishi
Electric Corporation and JPMorgan Securities Japan Co., Ltd. Looking over the whole company with a global
perspective, he has seen the issues and implemented the necessary reforms. Accordingly, the Company deems that he isa suitable manager to play a leadership role to accelerate innovative changes. He is nominated as a candidate for
Director because he is expected to promote information sharing and reinforce the decision-making function of theBoard of Directors as a member of the Board based on his rich experience and performance.
Mar. 1981
Joined the Company
July 1996
General Manager, Tokyo Branch
June 2008
Operating Officer
June 2014
Director and Senior Operating Officer, Division
Chief, Electrical Insulating & Composite
Materials Business Division; in charge ofElectrical Insulating & Composite Materials
Sales Dept.
Yoshihiko Toda
June 2017
Director and Senior Managing Operating
50,201 shares(January 24, 1958)
Officer, Division Chief, Electrical Insulating &Composite Materials Business Division; incharge of Electrical Insulating & Composite
Materials Sales Dept. (current position)(Significant concurrent positions outside the Company)
President and Representative Director, Arisawa Fiber Glass Co.,Ltd.
President and Representative Director, Arisawa Jushi Kogyo
Co., Ltd.
(Reasons for nomination as candidate for Director)
Yoshihiko Toda has been consistently engaged in the sales of the Company’s products since his joining the Company,and manages the Electrical Insulating & Composite Materials Business Division while also being involved in the
management of multiple subsidiaries. The Company deems that he is an essential person for the further increase of the
products’ sales in the future and for management of the Company’s subsidiaries because of his proven track record of
expanding the business scope of the said Division with a wide variety of business by leveraging his considerable
insights and experience in the water treatment facilities business and aircraft business. He is nominated as a candidate
for Director because he is expected to ensure the effectiveness of the supervisory functions of the Company’s Board of
Directors by supervising the execution of duties by Operating Officers and others based on his abundant practicalexperience.
Name(Date of birth)-3-

Candidate
No.

3

Number of the
Career summary, and position and responsibility in the
Company’s sharesCompanyowned(Significant concurrent positions outside the Company)
Apr. 1989
Joined Mitsui & Co., Ltd.
May 2011
Department Manager, Solar Business Div.,
Functional Chemicals Business Unit
Apr. 2013
Department Manager, Advanced Materials Div.,
Functional Chemicals Business Unit
July 2014
Department Manager, Business Development
Div., Basic Chemicals Business Unit
Osamu Nakajima
13,474 shares
Oct. 2015
Joined the Company as General Manager,(June 5, 1965)
Electronic Materials Sales Dept.
Oct. 2015
Operating Officer in charge of Electronic
Materials Sales Dept.
June 2016
Director and Senior Operating Officer, Division
Chief, Electronic Materials Business Division;in charge of Electronic Materials Sales Dept.
(current position)(Reasons for nomination as candidate for Director)
Osamu Nakajima has been managing the Electronic Materials Business Division since his joining the Company after
holding successive management posts in sales and development in the Functional Chemical Business Unit of Mitsui &Co., Ltd. The Company deems that he is an essential person for the further increase of the products’ sales in the futureand for the quality improvement of the Company’s subsidiaries because of his proven track record of expanding theGroup’s business scope by leveraging his abundant sales experience, including his experience working overseas and his
development oriented viewpoint. He is nominated as a candidate for Director because he is expected to ensure theeffectiveness of the supervisory functions of the Company’s Board of Directors by supervising the execution of duties
by Operating Officers and others based on his abundant practical experience.
Name(Date of birth)-4-

Candidate
No.

4

Number of the
Career summary, and position and responsibility in the
Company’s sharesCompanyowned(Significant concurrent positions outside the Company)
Apr. 1983
Joined Toshiba Corporation
Apr. 2000
Vice President, Toshiba America Business
Solutions, Inc.
Apr. 2003
General Manager, MFP Business Division,
Document Processing & Telecommunication
Systems Company, TOSHIBA TECCORPORATION
Apr. 2011
General Manager, Emerging Countries
Division, Global Solutions Business Group
June 2012
Vice President, Chief Marketing Executive,
Global Solutions Business Group
Apr. 2015
Vice President, Deputy Managing Director,
Printing Solutions Business Group
July 2016
Audit & Supervisory Board Member
Hidetaka Nonami
Sept. 2016
Joined the Company as Assistant Division
1,321 shares(May 30, 1958)
Chief, Administration Division
Sept. 2016
Operating Officer; Deputy Division Chief,
Administration Division; in charge of General
Affairs Dept., Manufacturing Engineering
Dept., and Quality Assurance Dept.
June 2017
Director and Senior Operating Officer, Division
Chief, Manufacturing Division; Division Chief,
Administration Division; in charge of
Manufacturing Engineering Dept.
June 2018
Director and Senior Operating Officer; Division
Chief, Manufacturing Division; Division Chief,
Administration Division; in charge of
Manufacturing Engineering Dept., General
Affairs Dept., and Human Resources Dept.
(current position)(Reasons for nomination as candidate for Director)
Hidetaka Nonami has been managing the Manufacturing Division and the Administration Division of the Company
since his joining the Company after holding successive management posts in various types of solution business at
Toshiba Corporation and TOSHIBA TEC CORPORATION. The Company deems that he is an essential person for theCompany’s quality improvement in the future because of his contribution to the reformation of the business and thepromotion of efficiency for various systems as well as the strengthening of compliance systems, by leveraging his
abundant experience including overseas assignment. He is nominated as a candidate for Director because he is expected
to reinforce the supervisory functions of the Company’s Board of Directors by supervising the execution of duties by
Operating Officers and others based on his abundant practical experience.
Name(Date of birth)-5-

Candidate
No.

5

6

Notes:

1.
2.
3.
4.

5.
6.

Number of the
Career summary, and position and responsibility in the
Company’s sharesCompanyowned(Significant concurrent positions outside the Company)
June 1972
Joined GA Saxton & Co., New York
Apr. 1987
Senior Analyst, SG Warburg Securities, Inc(Tokyo)Apr. 1994
Managing Director and General Manager
Katsuchika Goto
(Research Dept.), Smith Barney, Inc.
10,000 shares(November 20, 1944)
Dec. 1998
Senior Adviser, Government of Singapore
Investment Corporation Private Limited
Mar. 2004
Representative Director, Unipulse Corporation
June 2010
Director, the Company (current position)(Reasons for nomination as candidate for Director)
Katsuchika Goto has been involved in the financial sector for many years through his experience at companies such as
Smith Barney, Inc. and Government of Singapore Investment Corporation Private Limited. Meanwhile he also held
successive posts as Representative Director at the manufacturer, Unipulse Corporation. The Company deems that hewill deliver opinions from an outside perspective and increase the rationality and transparency of the Company’s
management by leveraging his knowledge and experience as a manager, cultivated through his career, as well as his
insight regarding global taxes and investments. He is nominated as a candidate for outside Director in the expectationthat he would supervise the decision making and business execution by managements and Directors from an
independent standpoint.
Apr. 1968
Joined Fuji Heavy Industries Ltd. (presently
Subaru Corporation)
June 1999
Vice President and Senior General Manager,
Japan Sales & Marketing Div.
June 2001
Senior Vice President and Chief General
Manager, Japan Region, Subaru Sales &Marketing Div.
Yutaka Tsukahara
1,500 shares
June 2003
Senior Vice President and Chief General(December 21, 1945)
Manager, Subaru Product & Portfolio PlanningDiv.
May 2005
President and Representative Director, Tokyo
Subaru Inc.
June 2010Retired as President and Representative
Director
June 2017
Director, the Company (current position)(Reasons for nomination as candidate for Director)
Yutaka Tsukahara has been involved in the automobile industry for many years through his experiences in sales andproduct & portfolio planning at Subaru Corporation, and he has also held successive posts as President andRepresentative Director at Tokyo Subaru Inc. The Company deems that he will deliver opinions from an outside
perspective and increase the rationality and transparency of the Company’s management by leveraging his knowledge
and experience as a manager, cultivated through his career, as well as his insight in the automobile component industry.
He is nominated as a candidate for outside Director in the expectation that he would supervise the decision making andbusiness execution by managements and Directors from an independent standpoint.
There is no special interest between any of the candidates for Director and the Company.
The number of the Company’s shares owned is based on the shareholder register as of March 31, 2019.
The number of the Company’s shares owned by each candidate for Director includes those acquired through the stock
ownership schemes.
Among the candidates for Director, Katsuchika Goto and Yutaka Tsukahara are candidates for outside Director.
At the conclusion of this Annual General Meeting of Shareholders, Katsuchika Goto’s tenure as outside Director of theCompany will have been nine years.
At the conclusion of this Annual General Meeting of Shareholders, Yutaka Tsukahara’s tenure as outside Director of theCompany will have been two years.
The Company has submitted notification to Tokyo Stock Exchange, Inc. that among the candidates for Director,
Katsuchika Goto and Yutaka Tsukahara have currently been designated as independent officers.
The Company has concluded limited liability agreements with outside Director candidates Katsuchika Goto and Yutaka
Tsukahara and intends to extend these agreements if they are reelected. The outline of the details of the limited liability
agreements is as follows:
Name(Date of birth)

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If an outside Director is liable to the Company for failing to perform his/her duties, the maximum amount of 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 outside Director had acted in good faith and withoutgross negligence in performing his/her duties that caused the damage.

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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: Takashi Miwa 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, 2019.
Candidate
No.

Name(Date of birth)

Career summary and position in the Company(Significant concurrent positions outside the Company)
Mar. 1973
Apr. 2000

1

2
Notes:

1.
2.
3.

4.

5.

Number of theCompany’s shares
ownedJoined the Company
General Manager, Electronics Materials
Section, Engineering Dept.
July 2001
Operating Officer
Takashi Miwa
June 2003
Managing Director and Senior Operating
12,206 shares(March 3, 1951)
OfficerJune 2004
Director and Senior Operating Officer
June 2014
Director and Senior Managing Operating
OfficerJune 2016
Advisor (current position)
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, 2019.
Hideyuki Baba is a candidate for substitute outside Corporate Auditor.
He has been nominated as a candidate for substitute outside Corporate Auditor in the expectation that he would perform
his duties as outside Corporate Auditor based on his advanced professional knowledge as an attorney at law.
If Hideyuki Baba is appointed as an outside Corporate Auditor, the Company intends to enter into a limited liability
agreement with him pursuant to Article 427, paragraph 1 of the Companies Act, and 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 amount ofliability 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.
If the election of Hideyuki Baba is approved, he will be appointed as an independent officer as provided for by Tokyo
Stock Exchange, Inc.

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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 to Article
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 are approvedby the Company’s Board of Directors(2) Number of share acquisition rights to be issued
Up to 2,710 (100 shares per share acquisition right)(3) Number of shares underlying the share acquisition rights
Up to a total of 271,000 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 (“payment
amount”) 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 no
closing 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 acquisition rights(or the immediately preceding closing price if there is no closing price on the day of allotment), the closing
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 of
Payment
shares newly ×
amount per
Number of shares+
Adjusted
Payment
issuedshare
already issued
payment= amount before ×Market value per shareamountadjustment
Number 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, 2021 until June 30, 2024
(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 the Company
when exercising the rights.
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(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 the limit
for increase in common stock calculated pursuant to Article 17, paragraph 1 of the Ordinance on
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 approved byGeneral Meeting of Shareholders unless the obligation of granting share acquisition rights is succeeded 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 be dissolved; (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)- 10 -