Translation: Please note that the following purports to be an accurately translated
excerpt of the original Japanese version prepared for the convenience of investors
outside Japan. However, in the case of any discrepancy between the translation and
the Japanese original, the latter shall prevail.
Stock Exchange Code: 3105
June 7, 2017

Dear Shareholders:Nisshinbo Holdings Inc.
2-31-11, Ningyo-cho, Nihonbashi, Chuo-ku, Tokyo

Masaya Kawata
President and Representative Director

Notice of Convocation of
The 174th Ordinary General Meeting of Shareholders
You are cordially invited to attend the 174th Ordinary General Meeting of Shareholdersof Nisshinbo Holdings Inc. (the “Company”).
If you are unable to attend the aforesaid meeting, you can exercise your votes
through either of the methods stated below. The Company respectfully requests you
to study the “Reference Document Concerning the General Meeting of Shareholders”
below and exercise your voting rights on or before 5:00 p.m. (JST) June 28, 2017
(Wednesday):[In case of exercising voting rights by mail]Please indicate on the Voting Rights Exercise Form enclosed herewith your approval ordisapproval to the items on the agenda, and return the form to be received by the Company
by mail on or before the time limit stated above.
[In case of exercising voting rights via the Internet]
Please log in and indicate whether you approve or disapprove the items on the agenda by thetime limit stated above upon making reference to “Procedures for exercising voting rights by
the Internet” (though available for Japanese resident shareholders only).

PARTICULARS
1.

Date and Time of the Meeting:Thursday, June 29, 2017 at 10:00 a.m.

2.

Place of the Meeting:Large Conference Room, 7th Floor, Head Office of the Company at 2-31-11,
Ningyo-cho, Nihonbashi, Chuo-ku, Tokyo, Japan1

3.

Matters to be dealt with at the Meeting:
Matters to be Reported:
1. Report on the Business Report, the Consolidated Financial
Statements for the 174th Fiscal Year (from April 1, 2016 to March
31, 2017) and the Results on the Audits of Consolidated Financial
Statements by the Accounting Auditor and the Audit & Supervisory
Board.
2. Report on the Non-Consolidated Financial Statements for the 174thFiscal Year (April 1, 2016 to March 31, 2017).
Matters to be Resolved:

4.

First Item of Business:

Partial Amendment to the Articles ofIncorporation

Second Item of Business:

Election of Ten (10) Directors

Third Item of Business:

Election of One (1) Audit & Supervisory
Board Member

Fourth Item of Business:

Election of One (1) Substitute Audit &Supervisory Board Member

Fifth Item of Business:

Appointment of the Accounting Auditor

Sixth Item of Business:

DeterminationofAmountsofRemuneration for Directors by Stock
Acquisition
Rightsas
Stock
Compensation-Type Stock Options andthe Details

Seventh Item of Business:

Issue of Stock Acquisition Rights as
Stock Options

Matters related to Exercise of Voting Rights:
(1)
(2)
(3)

In the event that a shareholder exercises voting rights both via return mail(Voting Rights Exercise Form) and the Internet, the Company will consider
the exercise of voting rights via the Internet to be valid.
In the event that a shareholder exercises voting rights via the Internet morethan once, the Company will consider the last exercise of voting rights to bevalid.
In the event that a shareholder exercises voting rights through an agent, theagent shall be a shareholder having a voting right. Furthermore, a document
verifying the power of attorney shall be submitted to the Company.

2

5.

Matters related to document attached to the Notice of Convocation andReference Document Concerning the General Meeting of Shareholders
(1)

(2)

Among documents to be attached to the Notice of Convocation, following
matters are made available on the Company’s website pursuant to therelevant laws and regulations, and the Articles of Incorporation of theCompany, but are not stated in the documents attached to the Notice ofConvocation.
(ⅰ)

Notes to Consolidated Financial Statements(ⅱ)

Notes to Non-Consolidated Financial Statements

If there is any amendment to the contents of the Reference Document
Concerning the General Meeting of Shareholders, the Business Report, theConsolidated Financial Statements, the Non-consolidated Financial
Statements, the Company will announce such amendment on the
Company’s website (in only Japanese).
The Company’s website: http://www.nisshinbo.co.jp/[To Institutional Investors]
You may use the "electronic proxy-voting platform" for electromagnetic voting for the
General Shareholders Meeting of the Company.

3

Reference Document Concerning the General Meeting of Shareholders
Item of Business and reference matter
First Item of Business: Partial Amendment to the Articles of Incorporation
1. Reasons for the amendments
As the Company has transferred its paper product business in April this year, it is
proposed that an item related paper product business in Article 2 (Purpose) of theCompany’s Articles of Incorporation be deleted, as well as a description order of business bechanged in the consideration of the Company’s scale of each business domain, position, etc.
2. Description of the amendments
Description of the amendments is as follows:(Amended parts are underlined)

Current

Proposed amendment(Purpose)
Article 2
The purpose of the Company shall be to engage inthe following businesses, and to control andmanage the businesses of domestic and foreigncompanies engaged in the following businesses byowning their shares or interests:(1) Development, manufacture, processing,sale, purchase, export and import ofthread, cotton textiles, bonded textiles,
apparel, industrial fiber material, andother fabric products;(Purpose)
Article 2
The purpose of the Company shall be to engage inthe following businesses, and to control andmanage the businesses of domestic and foreigncompanies engaged in the following businesses byowning their shares or interests:(1) Development, manufacture, processing,sale, purchase, export and import of
telecommunication apparatus,
information technology apparatus,
electronic apparatus for medical use,other electric or electronic machineryand appliances, semiconductors,
electronic tubes and other electric orelectronic parts, and design, execution
and supervision of the installation ofelectric or electronic machinery andappliances;(As is)

(2)

(3)

(4)

(5)

Development, manufacture, processing,sale, purchase, export and import offriction material, braking devices, andparts thereof for automobiles, transportmachinery, transport appliances, andother machinery and appliances;
Development, manufacture, processing,sale, purchase, export and import ofpaper and processed paper products, aswell as the industrial waste-disposal
business;
Development, manufacture, processing,sale, purchase, export and import ofmachinery and equipment for specificindustries, machinery and equipment
for general industry and othermachinery and equipment, and parts
thereof, and design, execution andsupervision of the installation ofmachinery and equipment;
Development, manufacture, processing,sale, purchase, export and import of(Delete)4(3)(As is)(4)(As is)(Amended parts are underlined)

Current

(6)

(7)

(8)
(9)

Proposed amendment

industrial inorganic chemicals,
industrial organic chemicals, medical
products and other industrial chemicals,
and the design, execution, andsupervision of civil engineering projects;
Development, manufacture, processing,sale, purchase, export and import of
telecommunication apparatus,
information technology apparatus,
electronic apparatus for medical use,other electric or electronic machineryand appliances, semiconductors,
electronic tubes and other electric orelectronic parts, and design, execution
and supervision of the installation ofelectric or electronic machinery andappliances;Power generation using renewableenergy and sale of electricity, as well
as development, manufacture,processing, sale, purchase, export andimport of materials, machinery andappliances which contribute to thecreation of low carbon society andrecycling society;Sale, purchase, brokerage, leasing andadministration of real estate; andAny and all other legitimate businesses.

5(5)Development, manufacture, processing,sale, purchase, export and import ofthread, cotton textiles, bonded textiles,
apparel, industrial fiber material, andother fabric products;(6)(As is)(7)(As is)(8)(As is)Second Item of Business: Election of Ten (10) Directors
The term of office of all of the ten (10) Directors will expire at the conclusion of this
General Meeting. Accordingly, ten (10) Directors including four (4) Outside Directors areproposed to be elected.
The candidates are as follows:

No.

Name
(Date of Birth)

Brief personal profile, title, responsibilities and significant
concurrent positions at companies other than the Company
April 1975
June 2006

1

Number ofCompany’s
shares held

Joined the Company.
Managing Officer and General Manager of
Human Resources Division of the Company
April 2007
Deputy General Manager of Accounting and
Finance Division of the Company (served
concurrently)
June 2007
Director of the Company
April 2008
Deputy Chief of Business Support Center of
the Company
April 2009
President and Representative Director of
Nisshinbo Brake Inc.
June 2010
Director and Executive Managing Officer of
the Company
June 2011
Deputy Chief of Corporate Strategy Center
Masaya Kawata
74,492and General Manager of Business(April 20, 1952)
Development Division of the Company (served
concurrently)
President and Representative Director of
Nisshinbo Chemical Inc.
June 2012
Director and Senior Executive Managing
Officer of the Company
President and Representative Director of
Nisshinbo Mechatronics Inc.
June 2013
President and Representative Director of theCompany (to the present)(Significant concurrent positions at companies other than the
Company)
Director of Japan Radio Co., Ltd.
Director of New Japan Radio Co., Ltd.
[Reason for election of candidate for Director]
After his assumption of office as a Director of the Company, Mr. Masaya Kawata served as
President and Representative Director of three consolidated subsidiaries and chief officer of theBusiness Development Division. He has served as President and Representative Director of theCompany since 2013. The Company has judged that he would be fully able to perform his duties as
Director in light of his substantial management experience and expertise. Accordingly, he has been
proposed as a candidate.
[Attendance at the Board of Directors' meetings]
All 16 meetings

6

No.

Name
(Date of Birth)

Brief personal profile, title, responsibilities and significant
concurrent positions at companies other than the Company
April 1982
April 2008

2

Number ofCompany’s
shares held

Joined the Company
Managing Officer, Senior Manager ofCorporate Governance Department ofCorporate Strategy Center, Senior Manager
of Human Resources & Administration
Service Department of Business Support
Center (served concurrently) and General
Manager of Property Management
Department of the Company (served
concurrently)
April 2009
Deputy Chief of Business Support Center(served concurrently), Senior Manager ofCorporate Strategy Department of Corporate
Strategy Center (served concurrently) andSenior Manager of Finance and Accounting &Masahiro Murakami
IT Service Department of Business Support
19,700(September 7, 1958)
Center of the Company (served concurrently)
June 2010
Director and Chief of Business Support
Center of the Company (served concurrently)
January 2012
Responsible for Property Management
Department of the Company (to the present)
June 2012
Director, Executive Managing Officer and
Deputy Chief of Corporate Strategy Center of
the Company (served concurrently)
June 2014
Chief of Corporate Strategy Center of theCompany (served concurrently, to thepresent)
June 2015
Director and Senior Executive Managing
Officer of the Company (to the present)
June 2016
Representative Director of the Company (tothe present)[Reason for election of candidate for Director]
After his assumption of office as a Director of the Company, Mr. Masahiro Murakami served as chief
officer of the Finance and Accounting Department and the Administration Service Department. He
presently serves as chief officer of the Corporate Strategy Department and the Property
Management Department. The Company has judged that he would be fully able to perform his
duties as Director in light of his substantial administrative experience and expertise. Accordingly,
he has been proposed as a candidate.
[Attendance at the Board of Directors' meetings]
All 16 meetings

7

No.

Name
(Date of Birth)

Brief personal profile, title, responsibilities and significant
concurrent positions at companies other than the Company
April 1976
April 2002

3

Number ofCompany’s
shares held

Joined Japan Radio Co., Ltd.
General Manager of Government Business
Department of System Electronics Division ofJapan Radio Co., Ltd.
January 2006
Deputy General Manager of System
Equipment Division and General Manager of
Public Sector Business Department of Japan
Radio Co., Ltd.
April 2006
General Manager of Solution Business
Department of Sales & Marketing
Headquarters of Japan Radio Co., Ltd.
April 2008
Executive Officer and General Manager ofSales & Marketing Headquarters of Japan
Radio Co., Ltd.
April 2009
Executive Officer and General Manager of
Solution Business Division of Japan Radio[New]
Co., Ltd.
June 2011
Director, Executive Officer, and General
Kenji Ara0
Manager of Solution Business Division of(November 21, 1953)
Japan Radio Co., Ltd.
June 2012
Director of JRC System Service Co., Ltd.
April 2013
Executive Officer and Deputy General
Manager of Business Operation
Headquarters of Japan Radio Co., Ltd.
April 2014
Executive Officer and General Manager ofBusiness Operation Headquarters of Japan
Radio Co., Ltd.
June 2014
Director, Executive Officer, and General
Manager of Business Operation
Headquarters of Japan Radio Co., Ltd.
June 2016
President and Representative Director ofJapan Radio Co., Ltd. (to the present)(Significant concurrent positions at companies other than the
Company)
President and Representative Director of Japan Radio Co., Ltd.
[Reason for election of candidate for Director]
Since 2016, Mr. Kenji Ara has served as President and Representative Director of Japan Radio Co.,
Ltd., which is a consolidated subsidiary of the Company. The Company has judged that he would befully able to perform his duties as Director in light of his substantial business experience andexpertise in the electronics business, which is the core business of the Nisshinbo Group (the“Group”). Accordingly, he has been proposed as a candidate.

8

No.

Name
(Date of Birth)

Brief personal profile, title, responsibilities and significant
concurrent positions at companies other than the Company
April 1981
April 2007

4

Number ofCompany’s
shares held

Joined the Company
Managing Officer and Manager of Strategic
Planning Department and Overseas
Operation Department of Brake Division of
the Company (serviced concurrently)
April 2009
Director, Executive Managing Officer andGeneral Manager of Administration Divisionof Nisshinbo Brake Inc.
April 2010
Director, Vice President and General
Manager of Sales & Marketing Division of
Nisshinbo Brake Inc.
April 2011
General Manager of Production Division of
Nisshinbo Brake Inc.
Koji Nishihara
June 2011
Director and Managing Officer of the
20,560Company, President and Representative(April 14, 1958)
Director of Nisshinbo Brake Inc. (to thepresent)
January 2012
Responsible for Brake Business of theCompany
June 2012
Responsible for Supervising Brake Businessof the Company (to the present)
June 2015
Director and Executive Managing Officer of
the Company (to the present)(Significant concurrent positions at companies other than the
Company)
President and Representative Director of Nisshinbo Brake Inc.
Co-Representative Director of SAERON AUTOMOTIVECORPORATION[Reason for election of candidate for Director]
After his assumption of office as a Director of the Company, Mr. Koji Nishihara served as President
and Representative Director of Nisshinbo Brake Inc., which is a consolidated subsidiary of theCompany. He is also supervising for the Brake Business of the Group. The Company has judged that
he would be fully able to perform his duties as Director in light of his substantial businessexperience and expertise. Accordingly, he has been proposed as a candidate.
[Attendance at the Board of Directors' meetings]
All 16 meetings

9

No.

Name
(Date of Birth)

Brief personal profile, title, responsibilities and significant
concurrent positions at companies other than the Company
February 1985
June 1999
April 2001

5

Number ofCompany’s
shares held

Joined New Japan Radio Co., Ltd.
Director of New Japan Radio Co., Ltd.
General Manager of Standard IC Division of
New Japan Radio Co., Ltd.
June 2004
Managing Director of New Japan Radio Co.,Ltd.
April 2005
Executive of Semiconductor Business
Divisions and General Manager of
Semiconductor Technology Headquarters of
New Japan Radio Co., Ltd.
April 2006
General Manager of Semiconductor
Ryo Ogura
Production Headquarters of New Japan
1,000
Radio Co., Ltd.
(October 1, 1948)
June 2009
Representative Director and Executive
Managing Director of NJR FUKUOKA CO.,LTD.
June 2011
President and Representative Director of
New Japan Radio Co., Ltd. (to the present)
June 2016
Director and Executive Managing Officer of
the Company (to the present)(Significant concurrent positions at companies other than the
Company)
President and Representative Director of New Japan Radio Co.,Ltd.
[Reason for election of candidate for Director]
Since 2011, Mr. Ryo Ogura has served as President and Representative Director of New Japan
Radio Co., Ltd., which is a consolidated subsidiary of the Company. Since 2016, he also has served
as Director of the Company. The Company has judged that he would be fully able to perform his
duties as Director in light of his substantial business experience and expertise. Accordingly, he has
been proposed as a candidate.
[Attendance at the Board of Directors' meetings]
All 13 meetings (after his appointment on June 29, 2016)

10

No.

Name
(Date of Birth)

Brief personal profile, title, responsibilities and significant
concurrent positions at companies other than the Company
April 1981
January 2007

6

Number ofCompany’s
shares held

Joined the Company
Assistant Manager of Miai Plant of theCompany
July 2007
Joined ALOKA CO., LTD.
June 2009
Director in charge of General Affairs andGeneral Manager of Internal Control
Promotion Department of ALOKA CO., LTD.
June 2011
Managing Officer, Senior Manager of CSR
Department and Corporate Strategy
Department of Corporate Strategy Center(served concurrently), and Senior Manager of
Takayoshi Okugawa
21,400Overseas Administration Service(September 13, 1957)
Department of Business Support Center of
the Company (served concurrently)
June 2012
Director, Senior Executive Managing Officer
and General Manager of Business
Administration Department of Nisshinbo
Mechatronics Inc.
June 2014
Director, Managing Officer and Chief ofBusiness Support Center of the Company (tothe present)
June 2016
Director and Executive Managing Officer of
the Company (to the present)[Reason for election of candidate for Director]
Mr. Takayoshi Okugawa previously served as Managing Officer of the Company and Director of aconsolidated subsidiary. He presently serves as a Director of the Company, and concurrently serves
as chief officer of the Finance and Accounting Department and the Administration Service
Department. The Company has judged that he would be fully able to perform his duties as Director
in light of his substantial administrative experience and expertise. Accordingly, he has been
proposed as a candidate.
[Attendance at the Board of Directors' meetings]
All 16 meetings

11

No.

Name
(Date of Birth)

Brief personal profile, title, responsibilities and significant
concurrent positions at companies other than the Company
April 1959

7

Number ofCompany’s
shares held

Joined Fukoku Mutual Life Insurance
Company
July 1984
Director of Fukoku Mutual Life Insurance
Company
March 1989
Managing Director of Fukoku Mutual Life
Insurance Company
July 1998
President and Representative Director of
Fukoku Mutual Life Insurance Company
June 2003
Outside Audit & Supervisory Board Member[Candidate forof the Company
Outside Director] June 2006
Outside Director of the Company (to the0present)
Tomofumi Akiyama
July 2010
Chairman and Director of Fukoku Mutual(August 13, 1935)
Life Insurance Company (to the present)(Significant concurrent positions at companies other than the
Company)
Chairman and Director of Fukoku Mutual Life Insurance
Company
Outside Director of FUJIKYUKO CO., LTD.
Outside Director of Imperial Hotel, Ltd.
Outside Director of Tokyo Dome Corporation
Outside Director of Showa Denko K.K.
[Reason for election of candidate for Outside Director]
Mr. Tomofumi Akiyama has been involved with corporate management for many years as presidentof Fukoku Mutual Life Insurance Company. The Company appointed him as a candidate for Outside
Director in the hope that he would be able to utilize his substantial management experience andexpertise in the supervision of the management of the Group.
[Attendance at the Board of Directors' meetings]
13 of 16 meetings

12

No.

Name
(Date of Birth)

Brief personal profile, title, responsibilities and significant
concurrent positions at companies other than the Company
April 1963

8

Number ofCompany’s
shares held

Public Prosecutor of Tokyo District Court
Public Prosecutors Office
January 1981
Director of Juvenile Division of Criminal
Affairs Bureau of Ministry of Justice
August 1985
Special Trial Director of Tokyo High Public
Prosecutors Office
August 1987
Special Investigation Director of Tokyo
District Court Public Prosecutors Office
September 1989 Public Prosecutor of Supreme Public
Prosecutors Office
December 1991 Chief Prosecutor of Mito District Court Public
Prosecutors Office[Candidate forJuly 1993
Director-General of the Correction Bureau of
Outside Director]
Ministry of Justice0
July 1995
Director of the Criminal Affairs Bureau ofNoboru Matsuda
Supreme Public Prosecutors Office(December 13, 1933)
June 1996
Governor of Deposit Insurance Corporation ofJapan
June 2004
Advisor of Deposit Insurance Corporation ofJapan
September 2004 Registered as attorney-at-law (to the present)
June 2012
Outside Director of the Company (to thepresent)(Significant concurrent positions at companies other than the
Company)
Outside Director of Hakuhodo DY Holdings Inc.
Outside Director of Mitsubishi UFJ NICOS Co., Ltd.
Outside Director of Yomiuri Giants[Reason for election of candidate for Outside Director]
Mr. Noboru Matsuda has work experience as a prosecuting attorney and lawyer, and professional
knowledge about laws, etc. The Company appointed him as a candidate for Outside Director in thehope that he would be able to utilize his significant expert knowledge, substantial experience andexpertise in the supervision of the management of the Group.
[Attendance at the Board of Directors' meetings]
16 of 16 meetings

13

No.

Name
(Date of Birth)

Brief personal profile, title, responsibilities and significant
concurrent positions at companies other than the Company

Number ofCompany’s
shares held

April 1989

9

10

Professor of Faculty of Commerce andManagement of Hitotsubashi University
August 2000
Dean of Graduate School of Commerce andManagement and Faculty of Commerce andManagement of Hitotsubashi University
April 2003
Executive Vice President of Hitotsubashi
University
May 2004
President of Japan Society of Monetary[Candidate for
Economics
Outside Director] September 2004 Vice President of The Mont Pelerin Society0Professor Emeritus of Hitotsubashi
Yoshinori Shimizu April 2011
University (to the present) and Specially(February 9, 1948)
Appointed Professor of Graduate School ofCommerce and Management of Hitotsubashi
University
June 2012
Outside Director of the Company (to thepresent)(Significant concurrent positions at companies other than the
Company)
Outside Director of Tokyo Century Corporation[Reason for election of candidate for Outside Director]
Mr. Yoshinori Shimizu, as a university professor, has professional knowledge mainly about
monetary and finance. The Company appointed him as a candidate for Outside Director in the hopethat he would be able to utilize his significant expert knowledge, substantial experience andexpertise in the supervision of the management of the Group.
[Attendance at the Board of Directors' meetings]
All 16 meetings
April 1987
Jointed Ryoka Systems Inc.
[Candidate forJune 2003
Opened a counseling business office (to theOutside Director]
present)0
Shinobu Fujino
June 2015
Outside Director of the Company (to thepresent)(July 13, 1957)[Reason for election of candidate for Outside Director]
Ms. Shinobu Fujino, as a career counselor, has professional knowledge and experience mainly abouthuman resources development. The Company appointed her as a candidate for Outside Director in
the hope that she would be able to utilize her substantial knowledge and experience, as well as her
female viewpoint and sensitivity in the supervision of the management of the Group and thepromotion of diversity management.
[Attendance at the Board of Directors' meetings]
All 16 meetings(Notes)1.
Mr. Kenji Ara is president and representative director of Japan Radio Co., Ltd., asubsidiary of the Company, with which the Company has a transactional
relationship for purchasing real estates for sale in lots and lending and borrowing
funds.
2.
Mr. Koji Nishihara is a co-representative director of SAERON AUTOMOTIVECORPORATION, with which Nisshinbo Brake Inc., a wholly owned subsidiaryof the Company has a transactional relationship for the purchase of products, etc.
3.
Mr. Ryo Ogura is president and representative director of New Japan Radio Co.,
14

4.
5.
6.

7.
(1)

(2)
(3)
(4)

8.

9.

Ltd., a subsidiary of the Company, with which the Company has a transactional
relationship for lending funds, etc.
There is no special interest between each of the other candidates and theCompany.
Mr. Tomofumi Akiyama, Mr. Noboru Matsuda, Mr. Yoshinori Shimizu and Ms.
Shinobu Fujino are candidates for Outside Directors.
Mr. Tomofumi Akiyama, Mr. Noboru Matsuda, Mr. Yoshinori Shimizu and Ms.
Shinobu Fujino have been designated as Independent Officers provided for by thestock exchanges on which the Company’s shares are listed and have been filedwith the relevant stock exchanges.
The term of office of candidates for Outside Directors and other related
information are as follows:
The term of office of Mr. Tomofumi Akiyama as Outside Director of theCompany will have been eleven (11) years at the conclusion of this General
Meeting. Furthermore, he had been in the office of Outside Audit &Supervisory Board Member of the Company for three (3) years prior to hisassumption of the office of Outside Director of the Company.
The term of office of Mr. Noboru Matsuda as Outside Director of the Company
will have been five (5) years at the conclusion of this General Meeting.
The term of office of Mr. Yoshinori Shimizu as Outside Director of theCompany will have been five (5) years at the conclusion of this General
Meeting.
The term of office of Ms. Shinobu Fujino as Outside Director of the Company
will have been two (2) year at the conclusion of this General Meeting.
Furthermore, her name on the Family Registration is Ms. Shinobu Kato but her
name on business is Ms. Shinobu Fujino.
Japan Radio Co., Ltd., where Mr. Noboru Matsuda was Outside Director until
June 2015, was subject to an on-site investigation by Japan Fair Trade
Commission on November 18, 2014 regarding transactions involving the deliveryof fire-fighting and emergency radio communication equipment. Subsequently,
on February 2, 2017, the Commission issued a cease-and-desist order and an
administrative surcharge payment order to the company for a suspected violationof the Antimonopoly Act of Japan. Although Mr. Matsuda had routinely given
guidance and advice from the perspective of compliance at the company's boardof directors meetings, he served his responsibility as Outside Director to require
investigation of facts and strengthen its systems and structure to prevent
recurrence after an on-site investigation by the Commission.
The Company has entered into a liability limiting agreement with Mr. Tomofumi
Akiyama, Mr. Noboru Matsuda, Mr. Yoshinori Shimizu and Ms. Shinobu Fujino
under which the liability for damages set forth in Article 423, Paragraph 1 of theCompanies Act shall be limited to the prescribed 5 million yen, or the amountprovided for in laws and regulations, whichever is higher, on the assumption thathe/she discharges his/her duties in good faith and without gross negligence. In theevent that each of them is reelected, the agreement will be continued.

15

Third Item of Business: Election of One (1) Substitute Audit & Supervisory Board
MemberAudit & Supervisory Board Member Mr. Toshihiko Tomita will resign at the conclusionof this General Meeting.
We would like to ask shareholders to elect one (1) Audit & Supervisory Board Member
for substitute of Mr. Toshihiko Tomita. The term of office will be expiration of retirement
for resigning Audit & Supervisory Board Member due to provisions of the Company’s
Articles of Incorporation.
The Board of Audit & Supervisory Board Members has consented to this Item ofBusiness.
The candidate is as follows:
Name(Date of Birth)

Brief personal profile, title and significant concurrent
positions at companies other than the Company

Joined Shikoku Chemicals Corporation
General Manager of Personnel & General
Affairs Department of Shikoku
Chemicals Corporation
March 2005
General Manager of Personnel
Department of Shikoku Chemicals
Corporation
March 2006
Supervisory Manager of Personnel andGeneral Affairs and General Manager of
Personnel Department of Shikoku
Chemicals Corporation[New]
June 2007
Executive Officer and Supervisory
Manager of Personnel and General[Candidate for
Affairs of Shikoku Chemicals
Outside Audit &Corporation
Supervisory Board June 2013
Director, Executive Officer, andSupervisory Manager of Personnel andMember]
General Affairs of Shikoku Chemicals
Shiro Manabe
Corporation
March
2016
Director, Managing Executive Officer,(January 21, 1954)
and Supervisory Manager of Personnel,
General Affairs and Secretaries of
Shikoku Chemicals Corporation
March 2017
Director and Managing Executive Officer
in charge of Planning and
Administration of Shikoku Chemicals
Corporation (to the present)(Significant concurrent positions at companies other thanthe Company)
Director and Executive Managing Officer of Shikoku
Chemicals Corporation

Number ofCompany’s
shares held

April 1976
March 2002

16

1,000

[Reason for election of candidate for Outside Audit & Supervisory Board Member]
In addition to serving for years as the person responsible for human resources and generalaffairs at Shikoku Chemicals Corporation, Mr. Shiro Manabe has been involved in the
management of Shikoku Chemicals Corporation as its Director since 2013. The Company
appointed him as a candidate for Outside Audit & Supervisory Board Member in the hope that
he would be able to utilize his substantial management experience and expertise in the
managerial audits of the Group.

(Notes)1.
There is no special interest between the candidate and the Company.
2.
Mr. Shiro Manabe is a candidate for Outside Audit & Supervisory Board
Member.
3.
In the event that Mr. Shiro Manabe assumes the office of Outside Audit &Supervisory Board Member, the Company is scheduled to report Independent
Officers provided for by the stock exchanges on which the Company’s shares arelisted and will be filed with the relevant stock exchanges.
4.
In the event that Mr. Shiro Manabe elected as Outside Audit & Supervisory Board
Member, the Company is scheduled to enter into a liability limiting agreementwith him, under which the liability for damages set forth in Article 423,
Paragraph 1 of the Companies Act shall be limited to the prescribed 5 million yen,or the amount provided for in laws and regulations, whichever is higher, on theassumption that he discharges his duties in good faith and without grossnegligence.

17

Fourth Item of Business: Election of One (1) Substitute Audit & Supervisory Board
MemberIn preparation for a case in which the number in the office of Audit & Supervisory Board
Members becomes less than the minimum number provided for in laws and regulations, wewould like to ask shareholders to elect one (1) Substitute Audit & Supervisory Board
Member in advance.
The Board of Audit & Supervisory Board Members has consented to this Item ofBusiness.
The candidate for Substitute Audit & Supervisory Board Member is as follows:
Name(Date of Birth)

Brief personal profile, title and significant concurrent
positions at companies other than the Company

Number ofCompany’s
shares held

April 1988

Registered as an attorney-at-law (to thepresent)
April 1988
Joined Tanaka & Takahashi Law Office
May 2001
Joined Clifford Chance Law Office
AtsushiMay 2011
Joined K&L Gates LLP
Yamashita
0
October 2014
Joined Sonderhoff & Einsel Law and(March 5, 1958)
Patent Office (to the present)(Significant concurrent positions at companies other thanthe Company)
Outside Director of Kuroda Electric Co., Ltd.
[Reason for election of candidate for Substitute Audit & Supervisory Board Member]
Mr. Atsushi Yamashita has work experience as a lawyer and professional knowledge about
international legal affairs. The Company appointed him as a candidate for Substitute Audit &Supervisory Board Member in the hope that he would be able to utilize his significant expert
knowledge, substantial experience and expertise in the supervision of the management of theGroup.

(Notes)1.
There is no special interest between the candidate and the Company.
2.
Mr. Atsushi Yamashita is a candidate for Substitute Outside Audit & Supervisory
Board Members.
3.
In the event that Mr. Atsushi Yamashita assumes the office of Outside Audit &Supervisory Board Member, the Company is scheduled to report Independent
Officers provided for by the stock exchanges on which the Company’s shares arelisted and will be filed with the relevant stock exchanges.
4.
Kuroda Electric Co., Ltd., where Mr. Atsushi Yamashita has assumed office as an
Outside Director, received a representation by one of its shareholders with regard
to the proposal of electing directors submitted by the shareholder and rejected at
the extraordinary meeting of shareholders held on August 21, 2015. Prior to theextraordinary meeting of shareholders, the statement was published under thename of “Jiseikai Group and All Employees” to express opposition against the
proposal. Kuroda was claimed by the shareholder that the statement had been
prepared wrongfully by some of Kuroda’s executive managers. In order toaddress this issue, Mr. Yamashita took the lead in the establishment of an outside
investigation committee and personnel selection to track down the facts. In
addition, he was actively involved with the imposition of disciplinary punishmentof persons concerned, the implementation of recurrence prevention measures and18

5.

other necessary actions.
In the event that Mr. Atsushi Yamashita assumes the office of Outside Audit &Supervisory Board Member, the Company is scheduled to enter into a liability
limiting agreement with him, under which the liability for damages set forth in
Article 423, Paragraph 1 of the Companies Act shall be limited to the prescribed
5 million yen, or the amount provided for in laws and regulations, whichever ishigher, on the assumption that he discharges his duties in good faith and withoutgross negligence.

19

Fifth Item of Business: Appointment of the Accounting Auditor
The Accounting Auditor of the Company is Veritas & Co. However, given the
expansion and globalization of the Group's business activities, it is proposed that Deloitte
Touche Tohmatsu LLC be appointed additionally as Accounting Auditor in order tofurther strengthen the accounting and audit structure.
The proposed appointment will results in joint audits by Veritas & Co. and Deloitte
Touche Tohmatsu LLC as regards the accounting audits of the Company.
This Item of Business is based on a decision made by the Audit & Supervisory Board.
The candidate for Accounting Auditor is as follows:
Name
Principal office

Deloitte Touche Tohmatsu LLC
Shinagawa Intercity, 2-15-3 Konan, Minato-ku, Tokyo
May 1968
May 1975

Corporate
history

February
1990
July 2009

Audit clients

Tohmatsu Awoki & Co. established
Joined Touche Ross International alliance <TRI>(current Deloitte Touche Tohmatsu Limited <DTTL>)
Changed the company name to Tohmatsu & Co.
Converted to a limited liability company and changed
company name to Deloitte Touche Tohmatsu LLC

3,427 companies (As of September 30, 2016)

Capital

933 million yen
Partner (certified public accountants)

530

Specified partner

49

Staff Certified public accountants

Overview

2,770(As of March 31,

Personnel

Passed the certified public accountant

2017)

Organization

examination (including junior accountants)

1,235

Other professional staff

1,566

Clerical staff
Total

546
6,696

(Notes) The candidate has received advisory fees, etc. regarding accounting from theCompany and subsidiaries of the Company in the past of two years and willcontinue to receive them.

20

Sixth Item of Business: Determination of Amounts of Remuneration for Directors by
Stock Acquisition Rights as Stock Compensation-Type Stock
Options and the Details
For the purpose of enhancing the motivation and morale of Directors (excluding
Outside Directors) of the Company in terms of enhancement of corporate value andcommon interest of shareholders, and promoting management of the Company withemphasis on shareholders and stock price, we would like to ask shareholders to approveto allot stock acquisition rights to Directors (excluding Outside Directors) to the extent
of 40 million yen per annum.
The above amounts of remuneration are calculated in accordance with the calculation
method generally accepted for fair value and are not included in the aggregate
remuneration to Directors in group of “not more than 400 million yen per annum”, which
was approved at the 162nd Ordinary General Meeting of Shareholders held on June 29,
2005. Furthermore, in the event that the Second Item of Business is approved asoriginally proposed, the number of Directors to whom the stock acquisition rights areallotted is six (6).
Details of Stock Acquisition Rights to be allotted as remuneration(1) Total Number of stock acquisition rights:
Up to 500 stock acquisition rights.
(2) Type and number of shares to be issued upon exercise of stock acquisition rights:
The upper limit of common stock of the Company to be allotted shall be 50,000
shares and the number of shares to be issued upon exercise of one stock acquisitionright shall be 100 shares (the “Number of Allotted Shares”).
Furthermore, in the event that on and after the date on which stock acquisitionrights are issued (the “Issue Date”) shares of the Company are split or consolidated
the number of shares to be issued upon exercise of stock acquisition rights shall be
adjusted in proportion to the ratio of such split or consolidation of shares. Provided,
however, that such adjustment shall be made only for the number of shares to beissued upon exercise of stock acquisition rights unexercised at the time of the stock
split or stock consolidation, and any fractional shares less than one share resulting
from such adjustment shall be disregarded.
(3) Amount to be paid for the issue of stock acquisition rights:
No amount in cash shall be required to be paid for the issue of stock acquisitionrights.
(4) Amount of the property to be contributed upon exercise of stock acquisition rights:
Amount of the property to be contributed upon exercise of each stock acquisitionright shall be the amount obtained by multiplying the amount to be paid per share to
be delivered upon exercise of the stock acquisition right (the “Exercise Price”) by
the Number of Allotted Shares. The Exercise Price shall be an amount obtained bymultiplying the average of the closing prices of the Company’s shares of common
stock in the ordinary trading on each of the days (other than days on which no
trading of the Company’s shares was executed) of the month immediately prior tothe month into which the Issue Date falls on the Tokyo Stock Exchange by 1.05
with any fraction less than one (1) yen being rounded up to full one (1) yen;
Provided, however, that if the amount so obtained is lower than the closing price of
the Company’s share on the Issue Date, the Exercise Price shall be the closing priceon the Issue Date. In the event that on and after the Issue Date the Company splits21

or consolidates shares of common stock of the Company, the Exercise Price shallbe adjusted in accordance with the following formula with any fraction less thanone (1) yen resulting from adjustment being rounded up to full one (1) yen.
Exercise Priceafter adjustment=

Exercise Price
before adjustment

1
Ratio of split or consolidationx

Furthermore, in the event on and after the Issue Date the Company issues shares ofcommon stock or disposes of treasury stock at the issue price lower than the thenmarket price, the Exercise Price shall be adjusted in accordance with the following
formula with any fraction less than one (1) yen resulting from adjustment being
rounded up to full one (1) yen; Provided, however, that if shares are issued ortreasury stock is disposed of upon exercise of stock acquisition rights, the Exercise
Price shall not be adjusted.

Exercise
Price after
adjustment=

Exercise
Price before
adjustment

Number of sharesalready issuedx+Number of sharesalready issued

Number of shares
newly issued(or disposed)xAmount paid
per share

Current market price per share+

Number of shares
newly issued (or disposed)

In the above formula, “number of shares already issued” means the total number ofshares of common stock in issue deducted by the number of treasury stock ofcommon stock.
(5) Exercise period of stock acquisition rights:
On and after August 1, 2019 to July 31, 2024 (inclusive)(6) Conditions for exercise of stock acquisition rights:
(i)

(ii)
(iii)

Holders of stock acquisition rights may exercise their stock acquisitionrights only while they are in the office of Directors; Provided, however, thatin the event that he resigns due to expiration of his term or justifiable cause,the foregoing shall not be applicable.
Stock acquisition rights shall not be allowed to be inherited.
Any other condition for exercise shall be provided for in an allotment
agreement to be entered into between the Company and Director to whom
stock acquisition rights are allotted upon resolutions of this Ordinary
General Meeting of Shareholders and the Board of Directors of theCompany.

(7) Matters related to Paid-in Capital and Capital Reserve to be increased as a result ofissue of shares upon exercise of stock acquisition rights:
(i)

(ii)

The paid-in capital shall increase by a half of the increase limit in capital,
etc. calculated in accordance with Article 17, Paragraph 1 of the Companies
Accounting Regulation in the event that shares are issued upon exercise ofstock acquisition rights, with any fraction less than one (1) yen resulting
from calculation being rounded up to full one (1) yen.
Amount increased in the capital reserve shall be an amount obtained bysubtracting the increase of the paid-in capital stated in (i) above from the22increase limit in capital, etc. stated in (i) above in the event that shares areissued upon exercise of stock acquisition rights.
(8) Event of acquisition of stock acquisition rights:
In case that a proposed merger agreement in which the Company is dissolved, or a
proposed company split agreement or company split plan in which the Company
is split, or a proposed share exchange or share transfer agreement in which theCompany becomes a wholly-owned subsidiary of another company, is approvedat the General Meeting of Shareholders of the Company, the Company may
acquire stock acquisition rights without compensation on the date separately
determined by the Board of Directors.
(9) Transfer of stock acquisition rights:
Transfer of stock acquisition rights shall be subject to approval of the Board of
Directors of the Company.
(10) Delivery of stock acquisition rights upon merger, etc. of the Company:
In case of a merger, absorption-type company split, newly incorporation-typecompany split, or share exchange or transfer, the Company may deliver stockacquisition rights of the company surviving the merger, etc. to holders of stockacquisition rights in accordance with the relevant agreement or plan.

23

Seventh Item of Business: Issue of Stock Acquisition Rights as Stock Options
We would like to ask shareholders to approve the determination of subscription
requirements of stock acquisition rights to be issued without compensation as stock options
to Managing Officers (excluding Directors, the same applicable hereafter) and employees
pursuant to the provisions of Articles 236, 238 and 239 of the Companies Act as follows:1.

Reasons for issue of stock acquisition rights with especially favorable conditions
For the purpose of enhancing the motivation and morale of Managing Officers andemployees of the Company in terms of enhancement of corporate value and common
interest of shareholders, stock acquisition rights will be issued without compensation
to execute the stock option system.

2.

Details of Stock Acquisition Rights(1) Persons to be allotted with stock acquisition rights:
Persons whom the Board of Directors designates from among Managing Officers
and employees for the reason that they are in important position of the Company
from a viewpoint of management of the Company (the “Allottee”).
(2) Total number of stock acquisition rights:
Up to 1,500 stock acquisition rights.
(3) Type and number of shares to be issued upon exercise of stock acquisition rights:
The upper limit of common stock of the Company to be allotted shall be 150,000
shares and the number of shares to be issued upon exercise of one stock acquisitionright shall be 100 shares (the “Number of Allotted Shares”).
Furthermore, in the event that on and after the date on which stock acquisitionrights are issued (the “Issue Date”) shares of the Company are split or consolidated
the number of shares to be issued upon exercise of stock acquisition rights shall be
adjusted in proportion to the ratio of such split or consolidation of shares. Provided,
however, that such adjustment shall be made only for the number of shares to beissued upon exercise of stock acquisition rights unexercised at the time of the stock
split or stock consolidation, and any fractional shares less than one share resulting
from such adjustment shall be disregarded.
(4) Amount to be paid for the issue of stock acquisition rights:
No amount in cash shall be required to be paid for the issue of stock acquisitionrights.
(5) Amount of the property to be contributed upon exercise of stock acquisition rights:
Amount of the property to be contributed upon exercise of each stock acquisitionright shall be the amount obtained by multiplying the amount to be paid per share to
be delivered upon exercise of the stock acquisition right (the “Exercise Price”) by
the Number of Allotted Shares. The Exercise Price shall be an amount obtained bymultiplying the average of the closing prices of the Company’s shares of common
stock in the ordinary trading on each of the days (other than days on which no
trading of the Company’s shares was executed) of the month immediately prior tothe month into which the Issue Date falls on the Tokyo Stock Exchange by 1.05
with any fraction less than one (1) yen being rounded up to full one (1) yen;
Provided, however, that if the amount so obtained is lower than the closing price of24the Company’s share on the Issue Date, the Exercise Price shall be the closing priceon the Issue Date. In the event that on and after the Issue Date the Company splits
or consolidates shares of common stock of the Company, the Exercise Price shallbe adjusted in accordance with the following formula with any fraction less thanone (1) yen resulting from adjustment being rounded up to full one (1) yen.
Exercise Priceafter adjustment=

Exercise Price
before adjustment

1
Ratio of split or consolidationx

Furthermore, in the event on and after the Issue Date the Company issues shares ofcommon stock or disposes of treasury stock at the issue price lower than the thenmarket price, the Exercise Price shall be adjusted in accordance with the following
formula with any fraction less than one (1) yen resulting from adjustment being
rounded up to full one (1) yen; Provided, however, that if shares are issued ortreasury stock is disposed of upon exercise of stock acquisition rights, the Exercise
Price shall not be adjusted.

Exercise
Price after
adjustment=

Exercise
Price before
adjustment

Number of sharesalready issuedx+Number of sharesalready issued

Number of shares
newly issued(or disposed)xAmount paid
per share

Current market price per share+

Number of shares
newly issued (or disposed)

In the above formula, “number of shares already issued” means the total number ofshares of common stock in issue deducted by the number of treasury stock ofcommon stock.
(6) Exercise period of stock acquisition rights:
On and after August 1, 2019 to July 31, 2024 (inclusive).
(7) Conditions for exercise of stock acquisition rights:
(i)

(ii)
(iii)

Holders of stock acquisition rights may exercise their stock acquisitionrights only while they are in the office of Directors, Audit & Supervisory
Board Members, Managing Officers, employees of the Company; Provided,
however, that in the event that Director, Audit & Supervisory Board
Member or Managing Officer resigns due to expiration of his term or
employee retires upon reaching the age limit or justifiable cause, theforegoing shall not be applicable.
Stock acquisition rights shall not be allowed to be inherited.
Any other condition for exercise shall be provided for in an allotment
agreement to be entered into between the Company and the Allottee upon
resolutions of this Ordinary General Meeting of Shareholders and the Boardof Directors of the Company.

(8) Matters related to Paid-in Capital and Capital Reserve to be increased as a result ofissue of shares upon exercise of stock acquisition rights:(i)

The paid-in capital shall increase by a half of the increase limit in capital,
etc. calculated in accordance with Article 17, Paragraph 1 of the Companies
Accounting Regulation in the event that shares are issued upon exercise of
25

(ii)

stock acquisition rights, with any fraction less than one (1) yen resulting
from calculation being rounded up to full one (1) yen.
Amount increased in the capital reserve shall be an amount obtained bydeducting the increase of the paid-in capital stated in (i) above from theincrease limit in capital, etc. stated in (i) above in the event that shares areissued upon exercise of stock acquisition rights.

(9) Event of acquisition of stock acquisition rights:
In case that a proposed merger agreement in which the Company is dissolved, or a
proposed company split agreement or company split plan in which the Company issplit, or a proposed share exchange or share transfer agreement in which theCompany becomes a wholly-owned subsidiary of another company, is approved at
the General Meeting of Shareholders of the Company, the Company may acquire
stock acquisition rights without compensation on the date separately determined by
the Board of Directors.
(10) Transfer of stock acquisition rights:
Transfer of stock acquisition rights shall be subject to approval of the Board of
Directors of the Company.
(11) Delivery of stock acquisition rights upon merger, etc. of the Company:
In case of a merger, absorption-type company split, newly incorporation-typecompany split, or share exchange or transfer, the Company may deliver stockacquisition rights of the company surviving the merger, etc. to holders of stockacquisition rights in accordance with the relevant agreement or plan.

- End -

26