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 shallprevail. The Company assumes no responsibility for this translation or for direct, indirect or any other formsof damages arising from the translation.
(Stock Exchange Code 4095)
June 11, 2020
To Shareholders with Voting Rights:
Kazuichi Satomi
ChairmanNihon Parkerizing Co., Ltd.
1-15-1 Nihonbashi, Chuo-ku, TokyoNOTICE OF CONVOCATION OF
THE 135th ANNUAL GENERAL MEETING OF SHAREHOLDERS
Dear Shareholders:
We would like to express our appreciation for your continued support and patronage.
We are pleased to notify you that the 135th Annual General Meeting of Shareholders of Nihon Parkerizing
Co., Ltd. (the “Company”) will be held for the purposes described below.
You may exercise your voting rights in writing by mailing the Voting Rights Exercise Form, or via theInternet, etc. Please review the attached Reference Documents for the General Meeting of Shareholders, andexercise your voting rights, no later than 5:15 p.m. Japan time on June 25, 2020.
1. Date and Time:

Friday, June 26, 2020 at 10:00 a.m. Japan time (Reception opens at 9:00 a.m.)

2. Place:

Conference room on the 2nd floor of the Parker Building located at
1-15-1, Nihonbashi, Chuo-ku, Tokyo, Japan

3. Agenda:
Matters to be reported: 1. The Business Report, Consolidated Financial Statements for theCompany’s 135th Fiscal Year (April 1, 2019 - March 31, 2020) and resultsof audits by the Accounting Auditor and the Audit and Supervisory
Committee of the Consolidated Financial Statements
2. Non-consolidated Financial Statements for the Company’s 135th Fiscal
Year (April 1, 2019 - March 31, 2020)
Proposals to be resolved:
Appropriation of Surplus
Proposal No. 1:
Election of 6 Directors (Excluding Directors Who Serve as Audit andProposal No. 2:
Supervisory Committee Members)
Election of 1 Director Who Serves as Audit and Supervisory Committee
Proposal No. 3:
MemberElection of 1 Substitute Director Who Serves as Audit and Supervisory
Proposal No. 4:
Committee Member
Determination of the Amount of Performance-based Stock Compensation for
Proposal No. 5:
Directors (Excluding Directors Who Serve as Audit and Supervisory Committee
Members and Outside Directors)-1-

* When attending the meeting, please submit the enclosed Voting Rights Exercise Form at the receptiondesk.
* Of the documents to be provided along with this Notice of the General Meeting of Shareholders, Notes toConsolidated Financial Statements and Notes to Non-consolidated Financial Statements are posted on the
Company’s website (https://www.parker.co.jp/) on the Internet, in accordance with provisions of laws andregulations as well as Article 16 of the Company’s Articles of Incorporation and therefore are not includedin the attachments to this Notice.
The attachments to this Notice of the General Meeting of Shareholders and the documents posted on theabove website are the documents audited by the Audit and Supervisory Committee and the Accounting
Auditor when preparing the Audit Report and Independent Auditor’s Report, respectively.
* Any revisions to the Reference Documents for the General Meeting of Shareholders or their attachments
will be posted on the Company’s website (https://www.parker.co.jp/) on the Internet.

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Reference Documents for the General Meeting of Shareholders
Proposals and References
Proposal No. 1:

Appropriation of Surplus

The Company deems returning profits to shareholders as one of its important management issues, and it
determines the distribution of profits by comprehensively considering performance trends, payout ratio, andthe level of internal reserves necessary for future business development.
We will strive to meet our shareholders’ expectations by continuing to pay stable dividends withconsideration for future business development and revenue levels, aiming for a consolidated dividend payout
ratio of around 25%.
Based on the dividend policy described above, we plan to appropriate surplus in the fiscal year underreview as follows.
To further enhance the return of profits to shareholders, we propose to pay a year-end dividend for the
fiscal year under review of 13 yen per share described below. As a result, the annual dividend including theinterim dividend will be 24 yen per share, a 2-yen increase from the previous fiscal year.
1. Items concerning year-end dividend(1) Type of dividend property
Cash(2) Items concerning allocation of dividend property to shareholders and the total amount thereof
13 yen per share of common stock in the Company
Total amount: 1,580,968,571 yen(3) Effective date of appropriation of surplus
June 29, 2020
2. Matters concerning appropriation of surplus(1) Items of surplus to be increased and the amount thereof
General reserve: 2,500,000,000 yen(2) Items of surplus to be decreased and the amount thereof
Retained earnings brought forward: 2,500,000,000 yen-3-Proposal No. 2:

Election of 6 Directors (Excluding Directors Who Serve as Audit and Supervisory
Committee Members)

The terms of office of all 7 Directors (excluding Directors who serve as Audit and Supervisory
Committee Members) will expire at the conclusion of this year’s Annual General Meeting of Shareholders.
Accordingly, the election of 6 Directors (excluding Directors who serve as Audit and Supervisory Committee
Members) is proposed.
The candidates for Directors (excluding Directors who serve as Audit and Supervisory Committee
Members) are as follows.

No.

Position in the Company andareas of responsibility

Name

1

Reappointment

Kazuichi Satomi

2

Reappointment

Hiroyasu Tamura

3

Reappointment

Masayuki Yoshida4

New
appointment

Mitsuru Matsumoto

5

Reappointment

Shimako Emori

6

Reappointment

Tatsuya Mori

Chairman

Attendance at
the Board of
Directors
meetings
100%(12/12)

Director and General
Manager of Administration
Div.
Director and General
Manager of TechnicalDiv./Central ResearchLaboratories
Outside Director (Audit andSupervisory Committee
Member)100%(12/12)

OutsideIndependent

Outside Director(Independent officer)

100%(10/10)OutsideIndependent

Outside Director(Independent officer)

90%(9/10)

100%(12/12)100%(12/12)(Notes) 1. There are no special conflicts of interest between the candidates and the Company.
2. Ms. Shimako Emori and Mr. Tatsuya Mori are candidates for Outside Directors. The Company has designated themas independent officers as stipulated under the regulations of Tokyo Stock Exchange, Inc., and registered them assuch at the exchange. If their elections are approved, the Company intends to continue their designation as
independent officers.
3. Ms. Shimako Emori and Mr. Tatsuya Mori are currently serving as Outside Directors of the Company. They will
have held the position thereof for one year at the conclusion of this year’s Annual General Meeting of Shareholders.
4. Limited liability agreement
Pursuant to Article 427, Paragraph 1 of the Companies Act and the provisions of the Articles of Incorporation of theCompany, the Company has entered into limited liability agreements with Ms. Shimako Emori and Mr. TatsuyaMori to limit their liability for damages prescribed under Article 423, Paragraph 1 of the Companies Act. If theirelections are approved, the Company intends to continue the said agreements with them.
5. Mr. Mitsuru Matsumoto is currently serving as Director who serves as Audit and Supervisory Committee Memberof the Company. He is scheduled to resign from office as Director who serves as Audit and Supervisory Committee
Member at the conclusion of this year’s Annual General Meeting of Shareholders.

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No.

1

2

3

Name
(Date of birth)

Past experience, position in the Company, areas of responsibility
and significant concurrent positions

Number ofshares of theCompany held

April 1985
Joined the Company
July 1987
Director of the Company
Kazuichi Satomi
January 2000
Managing Director of the Company(December 8, 1947) June 2003
438,866
Senior Managing Director of the Company
Vice President of the Company
Reappointment
June 2005
April 2011
President of the Company
June 2017
Chairman of the Company (to present)
Attendance at the Board of Directors meetings
100% (12/12)[Reason for nomination as candidate for Director]
Mr. Kazuichi Satomi has led overall management of the Company for many years since taking office as Director in 1987.
We have deemed that he is an appropriate person to continue supervising the execution of business and enhance thecorporate value of the Company, based on these experiences and achievements. Therefore, we nominate him as a candidate
for Director.
Joined the Company
April 1983
Hiroyasu Tamura
December 2009 General Manager of Accounting Dept. of the Company(June 5, 1960)
17,900
Director and General Manager of Administration Div. of theJune 2015
Reappointment
Company (to present)
Attendance at the Board of Directors meetings
100% (12/12)[Reason for nomination as candidate for Director]
Mr. Hiroyasu Tamura has a wealth of business experience in the finance and accounting fields, and oversees the
Administration Division. We have deemed that he is an appropriate person to continue to take charge of management of theCompany, based on these experiences and achievements. Therefore, we nominate him as a candidate for Director.
Joined the Company
April 1987
General Manager of First Research Center, Central Research
April 2012
Laboratories of the Company
Masayuki Yoshida June 2013
President of PARKER SURFACE TECHNOLOGIES(SHANGHAI) CO., LTD.
(August 9, 1962)
3,766
Director and General Manager of Central Research Laboratories
June 2017
Reappointmentof the Company
Director and General Manager of Technical Div./Central
April 2018
Research Laboratories of the Company (to present)
Attendance at the Board of Directors meetings

100% (12/12)[Reason for nomination as candidate for Director]
Mr. Masayuki Yoshida has extensive expertise and advanced insight into technological development in the chemicals
business, and is overseeing the Technical Division. We have deemed that he is an appropriate person to continue to takecharge of management of the Company, based on these experiences and achievements. Therefore, we nominate him as a
candidate for Director.

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No.

Name
(Date of birth)

Past experience, position in the Company, areas of responsibility
and significant concurrent positions
April 1974

4

5

6

Number ofshares of theCompany held

Joined NIPPON STEEL CORPORATION (currently NIPPONSTEEL CORPORATION)
September 1997 Joined Nippon Steel Information and Communication Systems
Inc. (currently NS Solutions Corporation)
Mitsuru Matsumoto
March 2004
Joined Nittetsu Hitachi Systems Engineering, Inc.
(July 9, 1947)
0
April 2005
Deputy General Manager of Sales Administration Div. of Nittetsu
New appointment
Hitachi Systems Engineering, Inc.
May 2013
Retired from Nittetsu Hitachi Systems Engineering, Inc.
June 2017
Outside Director (Audit and Supervisory Committee Member)of the Company (to present)
Attendance at the Board of Directors meetings
100% (12/12)[Reason for nomination as candidate for Director]
Mr. Mitsuru Matsumoto has appropriately executed his duty as an Audit and Supervisory Committee Member of theCompany and made efforts to improve the corporate governance and compliance structure. We have deemed that he is anappropriate person to supervise the execution of business and enhance the corporate value of the Company, based on theseexperiences and achievements. Therefore, we nominate him as a candidate for Director.
October 2002
Registered as Attorney-at-law
Shimako Emori
June 2003
Established Emori Law Office(October 28, 1965) September 2004 Registered as Patent Attorney
March 2009
Established Ocean Law Offices (to present)
Reappointment0
OutsideApril 2009
Associate Professor of Komazawa University Law School
Independent
April 2017
Professor of Komazawa University Law School
June 2019
Outside Director of the Company (to present)
Attendance at the Board of Directors meetings
100% (10/10)[Reason for nomination as candidate for Outside Director]
Ms. Shimako Emori has expertise and a wealth of experience as an attorney-at-law. We have deemed that she will be able
to continue to provide appropriate advice for strengthening the supervisory functions against the Board of Directors andcompliance structure. Although she has never been involved in corporate management other than as an outside officer, we
nominate her as a candidate for Outside Director, based on the reasons stated above.
December 2002 Joined Aozora Bank, Ltd.
Tatsuya Mori
July 2006
Joined Japan Asia Investment Company, Limited(March 25, 1968)
0
May 2010
Joined New Horizon Capital Co., Ltd.
Reappointment
OutsideNovember 2012 Established Office-Prifiss (to present)
Independent
June 2019
Outside Director of the Company (to present)
Attendance at the Board of Directors meetings
90% (9/10)[Reason for nomination as candidate for Outside Director]
Mr. Tatsuya Mori has a wealth of experience and extensive knowledge in corporate management gained through his
involvement in the management of several business corporations as a management consultant. We have deemed that he will
be able to continue to provide appropriate advice for strengthening the supervisory functions of the Board of Directors andcorporate governance structure. Therefore, we nominate him as a candidate for Outside Director.

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Proposal No. 3:

Election of 1 Director Who Serves as Audit and Supervisory Committee Member

Director who serves as Audit and Supervisory Committee Member, Mr. Mitsuru Matsumoto will resignfrom office at the conclusion of this year’s Annual General Meeting of Shareholders. Accordingly, theelection of 1 Director who serves as Audit and Supervisory Committee Member is proposed.
The approval of the Audit and Supervisory Committee has been obtained for this proposal.
The candidate for Director who serves as Audit and Supervisory Committee Member is as follows.
Name(Date of birth)

Past experience, position, areas of responsibility and significant concurrent positions
April 1983
November 2012

Number ofshares of theCompany held

Joined the Company
Department Manager of Chukyo Dept., Chemicals Div. of theCompany
Hayato Hosogane
10,700(March 23, 1960)
June 2015
Director of the Company and President of Thai Parkerizing Co.,
New appointment
Ltd.
April 2019
Director and General Manager of Corporate Planning Div. of theCompany (to present)
Attendance at the Board of Directors meetings
100% (12/12)[Reason for nomination as candidate for Director who serves as Audit and Supervisory Committee Member]
Mr. Hayato Hosogane has been responsible for management of the entire Group as the President of our overseas groupcompany and General Manager of Corporate Planning Division of the Company. We have deemed that he is able toappropriately execute his duty as an Audit and Supervisory Committee Member, based on these experiences andachievements. Therefore, we nominate him as a candidate for Director who serves as Audit and Supervisory Committee
Member.
(Note) There are no special conflicts of interest between the candidate and the Company.

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Proposal No. 4:

Election of 1 Substitute Director Who Serves as Audit and Supervisory Committee
MemberIn order to prepare for a contingency in which the number of Directors who serve as Audit andSupervisory Committee Members falls short of the requisite number stipulated by laws and regulations, theelection of 1 substitute Director who serves as Audit and Supervisory Committee Member is proposed.
The approval of the Audit and Supervisory Committee has been obtained for this proposal.
The candidate for substitute Director who serves as Audit and Supervisory Committee Member is asfollows.
Name(Date of birth)

Past experience, position, areas of responsibility and significant concurrent positions

Number ofshares of theCompany held

April 1984
Joined PARKER CORPORATION
June 2008
Director of PARKER CORPORATION
0
June 2019
Advisor of PARKER CORPORATIONMarch 2020
Retired from PARKER CORPORATION (to present)[Reason for nomination as candidate for substitute Outside Director who serves as Audit and Supervisory Committee
Member]Mr. Toshio Yamazaki has a wealth of experience and extensive knowledge in the fields of finance, general affairs, andhuman resources. We have deemed that he is able to appropriately execute his duty as an Audit and Supervisory Committee
Member. Therefore, we nominate him as a candidate for substitute Outside Director who serves as Audit and Supervisory
Committee Member.
Toshio Yamazaki
OutsideIndependent(Notes) 1. There are no special conflicts of interest between the candidate and the Company.
2. Mr. Toshio Yamazaki is a candidate for substitute Outside Director who serves as Audit and Supervisory Committee
Member.
3. If Mr. Toshio Yamazaki assumes office as Director who serves as Audit and Supervisory Committee Member, theCompany intends to register him as an independent officer with Tokyo Stock Exchange, Inc.
4. Limited liability agreement
If Mr. Toshio Yamazaki assumes office as Director who serves as Audit and Supervisory Committee Member,pursuant to Article 427, Paragraph 1 of the Companies Act and the provisions of the Articles of Incorporation of theCompany, the Company intends to enter into a limited liability agreement with him to limit his liability for damagesprescribed under Article 423, Paragraph 1 of the Companies Act.

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Proposal No. 5:

Determination of the Amount of Performance-based Stock Compensation for
Directors (Excluding Directors Who Serve as Audit and Supervisory Committee
Members and Outside Directors)

1. Reasons for the proposal and reasonable grounds for such proposal
The introduction of the Performance-based Stock Compensation Plan for Directors (excluding Outside
Directors) (the “Plan”) of the Company was approved at the 131st Annual General Meeting of Shareholders
held on June 29, 2016, and the Plan has been adopted up to the present time. In conjunction with thetransition to a company with an Audit and Supervisory Committee and introduction of an executive officer
system, the Company proposes to abolish the current portion of the compensation for Directors under thePlan, and determine the said portion again for Directors (excluding Directors Who Serve as Audit andSupervisory Committee Members and Outside Directors) and Executive Officers (collectively, the “Directors,etc.”) under the Plan.
We believe that this proposal is reasonable because it is being made for the procedure associated with thetransition to a company with an Audit and Supervisory Committee, and the compensation proposed ispractically the same as that already approved. We propose that details of the Plan be entrusted to the Boardof Directors within the framework specified in 2. below.
At this time, the number of Directors eligible for the Plan is five. If Proposal No. 2 is approved asoriginally proposed, the number of Directors eligible for the Plan will be four.
2. Amount of compensation, etc. and other information under the Plan
(1) Overview of the Plan
The Plan is a performance-based stock compensation plan whereby shares of the Company are acquired
through a trust using funds contributed by the Company and shares of the Company and cash equivalents ofthe shares at their market value (the “Company’s Shares, etc.”) are provided to the Directors, etc. through thetrust in accordance with the Rules on Officers’ Stock Compensation established by the Board of Directors. In
principle, the timing at which Directors, etc. receive the Company’s Shares, etc. shall be upon theirretirement from the position of Directors, etc.
(2) Amount to be contributed to the trust by the Company (amount of compensation, etc.)
The Company shall continue the Plan applicable to the three fiscal years from the fiscal year ended
March 2020 to the fiscal year ending March 2022 (hereinafter the period of the three fiscal years concernedand each three-fiscal year period that begins after the three-year fiscal period has passed is referred to as the“Applicable Period”) and each subsequent Applicable Period. With regard to the first Applicable Period, inorder to provide benefits to Directors, etc. based on the Plan, up to 240 million yen (of which 120 million
yen for Directors) shall be contributed to the trust as funds to acquire the necessary shares in advance.
In addition, after the first Applicable Period and during the time until the Plan ends, the Company shallmake, for each Applicable Period, an additional contribution to the trust of up to 240 million yen (of which
120 million yen for Directors) as funds to acquire the said shares.
However, in the case when such an additional contribution is made, on the last day of the previous
Applicable Period when the additional contribution is made, if there are remaining Company’s shares(excluding the Company’s shares equivalent to the number of points granted to Directors, etc. and not yet
provided to the Directors, etc.) and cash (the “Remaining Shares, etc.”) in the trust, the value of theRemaining Shares, etc. (the market value on the last day of the previous Applicable Period is used for shares)
and the total amount of cash for additional contribution shall be within the upper limit approved by this
General Meeting of Shareholders.
(3) Acquisition method of the Company’s shares
The acquisition of the Company’s shares via the trust shall be made through the stock market or byunderwriting the disposal of the Company’s treasury stock.

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(4) Specific contents of the Company’s Shares, etc. provided to the Directors, etc.
The Company shall grant the Directors, etc. the number of points calculated in consideration of
consolidated performance in each fiscal year, based on the base points for each position provided according
to the duties, responsibilities, and other matters of the Directors, etc.
The total number of points granted to the Directors, etc. for one fiscal year shall not exceed 80,000 points(of which 40,000 points for Directors).
With regard to the provision of the Company’s Shares, etc. in (5) below, the points granted to the
Directors, etc. are converted at a ratio of one share of the Company’s common stock per point. However, if
the Company’s shares are subject to a share split, share allotment without contribution, or shareconsolidation after the approval of this proposal, according to the ratio thereof, a rational adjustment shall bemade to the maximum number of points and the number of the points already granted, or the conversion
ratio.
(5) Timing of provision to Directors, etc.
When the Directors, etc. retire from office and fulfill the beneficiary requirements stipulated in the Rules
on Officers’ Stock Compensation, the Directors, etc. may receive, after retiring from office in principle, thenumber of the Company’s shares from the trust corresponding to the number of points granted that wereaccumulated until the time of retirement by completing the prescribed beneficiary determination procedure.
When fulfilling the beneficiary requirements stipulated in the Rules on Officers’ Stock Compensation, theDirectors, etc. may receive, up to a certain ratio, payment of a monetary amount equivalent to the market
value of the Company’s shares instead of receiving such shares. In addition, the trust may sell the
Company’s shares to fund monetary payments.

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