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: 4611
June 6, 2018
To our shareholders:Toshijiro Iwasa
President
Dai Nippon Toryo Co., Ltd.
1-124, Nishikujo 6-chome, Konohana-ku, Osaka

NOTICE OF THE 135TH ORDINARY GENERAL MEETING OF SHAREHOLDERS
You are cordially invited to attend the 135th 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 or by theInternet. 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 by postal
mail to reach us no later than 5:00 p.m., Wednesday, June 27, 2018 (Japan Standard Time), or enter your approvalor disapproval of the proposals on the voting website designated by the Company (https://evote.tr.mufg.jp/) no later
than the above-mentioned deadline.
1. Date and Time: Thursday, June 28, 2018 at 10:00 a.m. (Japan Standard Time) (Reception scheduled to open at
9:00 a.m.)
2. Venue:
The Company’s Head Office, 4th Floor Conference Room
1-124, Nishikujo 6-chome, Konohana-ku, Osaka
3. Purposes:
Items to be reported:
1. Business Report and Consolidated Financial Statements for the 135th Term (from April 1, 2017 to March
31, 2018), 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 135th Term (from April 1, 2017 to March 31, 2018)
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--

If you attend the meeting in person, please submit the enclosed voting form at the reception.
Of documents to be attached to this notice, the Notes to Consolidated Financial Statements and Notes to Non-Consolidated
Financial Statements are not included in the attached documents of this notice because they are posted on the Company’s website(http://www.dnt.co.jp/) on the Internet in accordance with laws and regulations and Article 14 of the Articles of Incorporation. The
Notes to Consolidated Financial Statements and Notes to Non-Consolidated Financial Statements are a portion of the Consolidated
Financial Statements and Non-Consolidated Financial Statements that were audited by Corporate Auditors or the Accounting
Auditor, in producing the audit reports.
In case any changes are made to the Business Report, the Consolidated Financial Statements and the Non-Consolidated Financial
Statements, the Company will post such changes on the Company’s website (http://www.dnt.co.jp/).

-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 the Company aims tomaintain 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, weplan to pay a year-end dividend of ¥25 per share. For reference, the Company conducted a five-to-one
consolidation of common shares on October 1, 2017. When calculated based on the number of shares existing after
the share consolidation, the annual dividend for the previous fiscal year was equivalent to ¥20 per share.
Accordingly, the proposed year-end dividend for the current fiscal year is ¥5 higher than for the previous fiscal year.
1. Type of dividend property
Cash
2. Allocation of dividend property to shareholders and total amount thereof¥25 per common share of the Company
Total amount of dividends: ¥722,276,800
3. Effective date of distribution of dividends of surplus
June 29, 2018-2-

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.
Therefore, we propose the election of eight (8) Directors (of whom two (2) are Outside Directors).
The candidates for Director are as follows:
No.

Name

Position and responsibilities in the Company

Attendance to theBoard of Directors

1

Toshijiro Iwasa

Reelection

Representative Director and President

100%(11/11)

2

Takayuki Sato

Reelection

Director, Senior Managing Executive Officer
Overall management100%(11/11)

3

Naoyuki Kimura

Reelection

Director, Managing Executive Officer
General Manager, Overseas Operations
Division in charge of Procurement

100%
(9/9)

4

Hideyoshi Noda

Reelection

Director, Executive Officer
General Manager, Production Division100%(11/11)

5

Motohiro Yamamoto

Reelection

Director, Executive Officer
General Manager, Coating Business Division

100%
(9/9)

6

Kyoichi Haizaki

Reelection
OutsideIndependent

Director

100%(11/11)

7

Tatsuhiko Nagano

Newcandidate

Executive Officer
General Manager, Administrative Division-New
candidate
8
Michitaka Mukohara
OutsideIndependent
Notes: The attendance statuses for Naoyuki Kimura and Motohiro Yamamoto are of the meetings since their assignment on June 29,
2017.

-3-

No.

Name
(Date of birth)

Career summary, position and responsibilities[Significant concurrent positions outside the Company]
Apr. 1971
Apr. 2002

June 2004

Toshijiro Iwasa(September 27, 1947)
Reelection
1

Apr. 2005
Apr. 2006
June 2006
Apr. 2007
Apr. 2010
June 2010

Joined the Company
General Manager, Planning Department,
Corporate Planning Department of theCompany
Executive Officer, General Manager, Corporate
Planning Department, Administrative Divisionof the Company
Deputy General Manager, Administrative
Division of the Company
Deputy General Manager, Production Divisionof 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)

Number of theCompany’s shares
owned

35,600 shares[Reasons for nomination as candidate for Director]
Having long been involved in corporate planning, production, and sales & marketing of the Company, he has extensive
business expertise in the Company’s overall business as an executive who has been in charge of management of theCompany over the years. As such, the Company requests his election as a Director in the belief that he will be able tocontribute to strengthening the decision-making and supervisory functions of the Board of Directors by leveraging his
ample experience and achievements.

-4-

No.

Name
(Date of birth)

Career summary, position and responsibilities[Significant concurrent positions outside the Company]
Apr. 1984
Apr. 2009

Apr. 2010

Apr. 2011

Takayuki Sato
(January 15, 1961)
Reelection

Apr. 20122
June 2012
Apr. 2014

Apr. 2016

Apr. 2018

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,and General Manager, Marketing & Sales
Department of the Company
Managing Executive Officer, General Manager,
Protective & Decorative Coatings Department,
Coating Business Division of the Company
Senior Managing Executive Officer (present
position), Overall management (present
position) of the Company

Number of theCompany’s sharesowned

6,300 shares[Reasons for nomination as candidate for Director]
Having long served in the Technical and Sales & Marketing Divisions of the Company, he has extensive experience andachievements in the Company, and currently is responsible for overall management. As such, the Company requests hiselection as a Director in the belief that he will be able to contribute to strengthening the decision-making andsupervisory functions of the Board of Directors.

-5-

No.

Name
(Date of birth)

Career summary, position and responsibilities[Significant concurrent positions outside the Company]
Apr. 1982
Mar. 2003
July 2006

3

Number of theCompany’s shares
ownedJoined Mitsubishi Corporation
CEO of Miteni S.p.A (Italy)
Manager, Fine Chemicals Unit, Head Office,Mitsubishi Corporation
Mar. 2010
President of PT.Kaltim Parna Industri(Indonesia)
Apr. 2013
General Manager, Warsaw Branch, Mitsubishi
Corporation
Apr. 2016
Executive Officer, Deputy General Manager,
Naoyuki Kimura
Overseas Operations Division; General(May 28, 1959)
100 shares
Manager, Overseas Business Planning
Reelection
Department; and Deputy General Manager,
Procurement Division of the Company
Apr. 2017
General Manager, Overseas Operations
Division (present position) in charge ofProcurement (present position) of the Company
June 2017
Director (present position), Managing
Executive Officer 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.

-6-

No.

Name
(Date of birth)

Career summary, position and responsibilities[Significant concurrent positions outside the Company]
Apr. 1985
Apr. 1991

4

Number of theCompany’s shares
ownedJoined Nippon Paint Co., Ltd.
Joined Nippon Steel Chemical Co., Ltd.
(currently NIPPON STEEL & SUMIKINCHEMICAL CO., LTD.)
Apr. 2007
Joined NITTO CHEMICAL CO., LTD.
Apr. 2010
Joined the Company as Deputy General
Manager, Production Engineering Department,
Production Division
Oct. 2010
General Manager, Production Engineering
Department, Production Division of theCompany
Apr. 2013
Executive Officer of the Company (present
Hideyoshi Noda
position)
9,600 shares(September 28, 1962)
May 2013
Deputy General Manager, Coating Business
Reelection
Division and General Manager, Coating
Business Planning Department of the Company
Apr. 2015
General Manager, Production Division of theCompany (present position)
June 2015
Director (present position), General Manager,
Production Engineering Department,
Production Division of the Company[Responsibilities]
Production Division[Significant concurrent position 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 Division, is responsible for the Production Division at the Company. As such, theCompany requests his election as a Director in the belief that he will be able to contribute to strengthening the decisionmaking and supervisory functions of the Board of Directors by leveraging his ample experience and achievements.

-7-

No.

Name
(Date of birth)

Career summary, position and responsibilities[Significant concurrent positions outside the Company]
Apr. 1986
Apr. 2014

5

6

Number of theCompany’s shares
ownedJoined the Company
Deputy General Manager, TechnicalDevelopment Division, General Manager,
Development Department, Head of FirstTechnical Development Group, and Deputy
General Manager, Protective & Decorative
Coatings Department of the Company
Apr. 2015
Executive Officer of the Company (present
Motohiro Yamamoto
position)(January 18, 1964)
2,700 shares
Apr. 2016
General Manager, Technical Development
Reelection
Division and Deputy General Manager, Coating
Business Division (Head of Technology) of theCompany
June 2017
Director of the Company (present position)
Apr. 2018
General Manager, Coating Business Division of
the Company (present position)[Responsibilities]
Coating Business Division, Specialty Business Division[Reasons for nomination as candidate for Director]
Having long served in the technical division of the Company, he has extensive experience and achievements in the
Company, and currently is responsible for the Sales & Marketing Department. As such, the Company requests hiselection as a Director in the belief that he will be able to contribute to strengthening the decision-making andsupervisory functions of the Board of Directors.
Mar. 1971
Joined Nippon Yusoki Co., Ltd. (currently
Mitsubishi Logisnext Co., Ltd.)
Sept. 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, Nippon Yusoki Co., Ltd.
June 2008
Managing Director, Nippon Yusoki Co., Ltd.
Kyoichi Haizaki
Apr. 2009
Director, Nippon Yusoki Co., Ltd.
(December 22, 1948)
Representative Director, Nichiyu MHI Forklift
0 shares
Reelection
Co., Ltd.
OutsideJune 2010
Managing Director, Nippon Yusoki Co., Ltd.
Independent
June 2011
Senior Managing Director, Nippon Yusoki Co.,Ltd.
Apr. 2013
Director, Senior Managing Executive Officer,
Mitsubishi Nichiyu Forklift Co., Ltd. (Currently
Mitsubishi Logisnext Co., Ltd.)
June 2015
Senior Advisor, Mitsubishi Nichiyu Forklift
Co., Ltd.
June 2016
Advisor, Mitsubishi Nichiyu Forklift Co., Ltd.
Director of the Company (present position)[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 tostrengthening the corporate governance of the Company by providing suggestions and proposals concerning theCompany’s overall management by leveraging his ample business expertise gained through his many years ofexperience at a listed company and his wealth of insight gained through his experience as a Director of the same
company.

-8-

No.

Name
(Date of birth)

Career summary, position and responsibilities[Significant concurrent positions outside the Company]
Apr. 1987

7

8

Notes:

Number of theCompany’s shares
ownedJoined The Mitsubishi Bank, Ltd. (currently
MUFG Bank, Ltd.)May 2012
General Manager, Corporate Banking Division
No. 5, Corporate Banking Group No. 2, The
Mitsubishi Bank, Ltd.
June 2014
General Manager, Marunouchi Branch, The
Tatsuhiko Nagano
Mitsubishi Bank, Ltd.
0 shares(September 22, 1963)
June 2017
Executive Officer (present position), Deputy
New candidate
General Manager, Administrative Division, andin charge of Finance of the Company
Apr. 2018
General Manager, Administrative Division of
the Company (present position)[Responsibilities]
Administrative Division, Internal Audit Division[Reasons for nomination as candidate for Director]
He has extensive knowledge and experience nurtured in financial institutions, and currently has responsibility for the
Administrative Division of the Company. As such, the Company requests his election as a Director in the belief that hewill be able to contribute to strengthen the decision-making and supervisory functions of the Board of Directors byleveraging his ample experience and achievements.
Apr. 1977
Joined The Mitsubishi Bank, Ltd. (currently
MUFG Bank, Ltd.)
Jan. 1997
General Manager, Tamachi Higashi-guchi
Branch, The Bank of Tokyo-Mitsubishi, Ltd.
(currently MUFG Bank, Ltd.)
Oct. 2000
General Manager, Media Relations Office, The
Bank of Tokyo-Mitsubishi, Ltd.
Michitaka Mukohara
June 2004
Executive Officer, General Manager, Credit(November 3, 1954)
Division, The Bank of Tokyo-Mitsubishi, Ltd.
New candidate
0 shares
June 2006
Representative Director and President,
OutsideMarunouchi Yorozu Co., Ltd.
Independent
June 2007
Deputy President, Mitsubishi UFJ Capital Co.,Ltd.
June 2008
President, Mitsubishi UFJ Capital Co., Ltd.
June 2011
Full-time Audit & Supervisory Board Member,
MARUI GROUP CO., LTD.
Dec. 2015
Deputy President, MST Insurance Service Co.,
Ltd. (present position)[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 tostrengthening the corporate governance of the Company with suggestions and proposals concerning the Company’s
overall management by leveraging his ample business expertise gained through his experience as a full-time Audit &Supervisory Board Member in a listed company and a senior corporate executive of business companies, in addition tothat in financial institutions over many years.
1. 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.
2. There are no special interests between the other candidates and the Company.
3. Matters pertaining to candidates for Outside Director are as follows.
(1) Kyoichi Haizaki and Michitaka Mukohara are candidates for Outside Director.
The Company has designated Kyoichi Haizaki and Michitaka Mukohara as Independent Officers and notified suchdesignations to the Tokyo Stock Exchange in accordance with the rules of Tokyo Stock Exchange, Inc.
(2) Also, at the conclusion of this meeting, Kyoichi Haizaki will have been an Outside Director for two (2) years.
(3) The Company has entered into limited liability agreements with Kyoichi Haizaki under Article 423, paragraph 1 of
the Companies Act. Limitation on liability of Outside Director to compensate damages under such agreements is
set out to be the minimum amounts set forth in the relevant laws and regulations. If the reappointment of Kyoichi
Haizaki is approved, the Company intends to continue the above limited liability agreements. Moreover, if the-9-appointment of Michitaka Mukohara is approved, the Company intends to enter into a similar limited liability
agreement with him.
(4) There are business transactions such as providing coatings, etc. between the Company and Mitsubishi Logisnext
Co., Ltd., where Kyoichi Haizaki served as a business executive, but the amount of these transactions in the mostrecent fiscal year is negligible (less than 0.2%) for the consolidated net sales of the Company. Accordingly, theCompany has determined that the independence of Kyoichi Haizaki is secured.
(5) There are business transactions such as borrowings, etc. between the Company and MUFG Bank, Ltd., where
Michitaka Mukohara served as a business executive; however, the amount of these borrowings at the end of themost recent fiscal year is small (less than 1%) for the consolidated total assets of the Company. Accordingly, theCompany has determined that the independence of Michitaka Mukohara is secured.

- 10 -

Proposal 3:

Election of One (1) Corporate Auditor

The term of office of Corporate Auditor Hiroyuki Fujii 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]
Apr. 1981
Apr. 2005

Number of theCompany’s shares
ownedJoined SHIMADZU CORPORATION
General Manager, Human Resources Department,
SHIMADZU CORPORATION
June 2007
Corporate Officer, SHIMADZU CORPORATION
June 2009
Director, in charge of Human Resources and Global
Environmental Management, SHIMADZU
Hiroyuki Fujii
CORPORATION(August 1, 1954)
400 shares
Reelection
June 2011
In charge of Public Relations, SHIMADZU
OutsideCORPORATION
Independent
June 2013
Corporate Auditor, SHIMADZU CORPORATION (present
position)
June 2014
Outside Corporate Auditor of the Company (present
position)[Significant concurrent position outside the Company]
Corporate Auditor of SHIMADZU CORPORATION[Reasons for nomination as candidate for Outside Corporate Auditor]
The Company requests election of him as an 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 experience as a Director and Corporate Auditor in a listed company
and his ample knowledge of finance and accounting.
Notes: 1. There is no special interest between Hiroyuki Fujii, a candidate for Outside Corporate Auditor, and the Company.
2. Hiroyuki Fujii is a candidate for Outside Corporate Auditor.
The Company has designated Hiroyuki Fujii as an Independent Officer and notified such designation to the Tokyo Stock
Exchange in accordance with the rules of Tokyo Stock Exchange, Inc.
3. At the conclusion of this meeting, Hiroyuki Fujii will have been an Outside Corporate Auditor for four (4) years.
4. The Company has entered into a limited liability agreement with Hiroyuki Fujii under Article 423, paragraph 1 of theCompanies Act. Limitation on liability of Outside Corporate Auditor to compensate damages under such agreement is
set out to be the minimum amounts set forth in the relevant laws and regulations. If the reappointment of Hiroyuki Fujii
is approved, the Company intends to continue the above limited liability agreement.
5. There are business transactions between the Company and SHIMADZU CORPORATION, where Hiroyuki Fujii serves
as a Corporate Auditor; however, the amount of these transactions in the most recent fiscal year is negligible (less than
0.01%) for the consolidated net sales of SHIMADZU CORPORATION. Accordingly, the Company has determined thatthe independence of Hiroyuki Fujii is secured.
6. In case a candidate for Outside Corporate Auditor 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 ofIncorporation, or of any improper execution of duties, was made during his/her tenure at such othercompany/companies:
While Hiroyuki Fujii was serving as a Corporate Auditor in SHIMADZU CORPORATION, an internal audit revealed
that there had been some issues in execution of SHIMADZU CORPORATION’s repair contract in the aviation
instrument business with the Ministry of Defense, and the finding was reported to the Ministry of Defense in May 2016.
As a result, SHIMADZU CORPORATION received a penalty of 3.5 months’ nomination stop from the Ministry of
Defense in June 2017. Although he was not aware of the violation until it came to light, he had always advocated strict
compliance with the laws and regulations. After learning about the incident, he demanded thorough investigation andhas been promoting reinforcement of the internal control and compliance in order to prevent recurrence.

- 11 -

Proposal 4:

Election of One (1) Substitute Corporate Auditor

The effect of assignment of substitute Corporate Auditor Hiroshi Maeshima will expire at the commencement 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[Significant concurrent positions outside the Company]
Mar. 1970

Number of theCompany’s shares
ownedJoined Nippon Yusoki Co., Ltd. (currently Mitsubishi
Logisnext Co., Ltd.)
June 2004
Deputy General Manager, Corporate Planning Department,
Nippon Yusoki Co., Ltd.
Sept. 2005
General Manager, Corporate Planning Department, Nippon
Yusoki Co., Ltd.
Jan. 2006
Deputy General Manager, Corporate Planning Office,Hiroshi Maeshima
Nippon Yusoki Co., Ltd.
0 shares(November 25, 1951)
June 2010
General Manager, Internal Audit Office, Administrative
Division, Nippon Yusoki Co., Ltd.
Oct. 2010
Corporate Auditor, Nichiyu MHI Forklift Co., Ltd.
June 2011
Senior Corporate Auditor, Nippon Yusoki Co., Ltd. (present
position)[Significant concurrent positions outside the Company]
Audit and Supervisory Board Member, Mitsubishi Logisnext Co., Ltd.
[Reasons for nomination as candidate for substitute Outside Corporate Auditor]
The Company requests election of him 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 an Audit and Supervisory Board
Member at a listed company.
Notes: 1. There is no special interest between Hiroshi Maeshima, a candidate for substitute Outside Corporate Auditor, and theCompany.
2. Hiroshi Maeshima is a candidate for substitute Outside Corporate Auditor.
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 forcompensation for damages is set to be the minimum amount specified in the relevant laws and regulations.
4. There are business transactions such as providing coatings, etc. between the Company and Mitsubishi Logisnext Co.,
Ltd., where Hiroshi Maeshima serves as an Audit and Supervisory Board Member, but the amount of these transactionsin the most recent fiscal year is negligible (less than 0.2%) for the consolidated net sales of the Company. Accordingly,
the Company has determined that the independence of Hiroshi Maeshima is secured.

- 12 -