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: 3101
June 5, 2018
To our shareholders:
Seiji Narahara
Director, President
Toyobo Co., Ltd.
2-2-8 Dojima Hama, Kita-ku, Osaka

Notice of the 160th Annual General Meeting of Shareholders
You are cordially invited to attend the 160th Annual General Meeting of Shareholders of Toyobo Co., Ltd. (the“Company”), which will be held as follows.
Note that if you are unable to attend on the day of the event, your voting right can be exercised in writing or overthe internet. In that case, please consider the subsequent Reference Documents for General Meeting of
Shareholders, and exercise your voting right by the end of business hours at 5:30 p.m. on Tuesday, June 26, 2018
(JST).
1. Date and Time: Wednesday, June 27, 2018, at 10:00 a.m. (JST) (Reception will begin at 9:00 a.m.)
2. Venue:
12th Floor Main Hall, Head Office
2-2-8 Dojima Hama, Kita-ku, Osaka
3. Purpose of the Meeting
Matters to be reported:
1. Business Report, Consolidated Financial Statements for the 160th term (April 1, 2017 to March 31, 2018),
and audit results of the Consolidated Financial Statements by the Financial Auditor and the Board of
Corporate Auditors
2. Non-consolidated Financial Statements for the 160th term (April 1, 2017 to March 31, 2018)
Matters to be resolved:
Proposal No. 1
Appropriation of Surplus
Proposal No. 2
Election of Nine Directors
Proposal No. 3
Election of One Corporate Auditor
Proposal No. 4
Election of One Substitute Corporate Auditor
4. Matters Decided on Regarding the Convocation
If multiple votes are exercised in writing, over the internet, etc., the vote exercised over the internet, etc., will becounted as the valid vote. In addition, if multiple votes are exercised through the same method, the last vote
exercised will be counted as the valid vote.

- Please bring the enclosed voting form for submission at reception desk when you attend on the day of the meeting.
- As the following items are posted on our website on the internet (http://www.toyobo.co.jp/), based on laws and regulations and theprovisions of Article 18 of the Company’s Articles of Incorporation, they are not described in the materials attached to thisconvocation notice.
1) Consolidated Statements of Changes in Equity in the Consolidated Financial Statements2) Accompanying notes to the Consolidated Financial Statements
3) Statements of Changes in Equity in the Non-consolidated Financial Statements
4) Accompanying notes to the Non-consolidated Financial Statements
Accordingly, the Consolidated Financial Statements and the Non-consolidated Financial Statements that were audited when the
Corporate Auditors prepared the audit report and the Financial Auditor prepared the independent audit report include both items
described in the materials attached to this convocation notice and items posted on the Company’s website.
- Note that if there are any modifications in the Business Report, the Consolidated Financial Statements, the Non-consolidated
Financial Statements, or the Reference Documents for General Meeting of Shareholders, they will be posted on our website on theinternet (http://www.toyobo.co.jp/).

-1-

-

Please be advised that the results of the resolutions will be posted on the Company’s website at the URL stated above in lieu of themailing of a written resolution notification.

-2-

Reference Documents for General Meeting of Shareholders
Proposals and reference items
Proposal No. 1

Appropriation of Surplus

The Company proposes the appropriation of surplus as follows:
Year-end dividends
The Company views the provision of appropriate profit returns to shareholders as one of the most importantmanagement issues, and dividends are determined through an overall judgment that takes into consideration
matters such as sustainable profit levels, retained earnings for future investments, and improvements to ourfinancial position, while setting the continuation of stable dividend as our basic policy, with a target total return
ratio of 30%. In consideration of our business performance for the current fiscal year as stated in the business
report, the year-end dividend for the current fiscal year shall increase as follows.
(1) Type of dividend property
Cash(2) Allotment of dividend property to shareholders and their aggregate amount¥40 per common share for a total of ¥3,550,785,840
Note:

(3)

The Company conducted a share consolidation on October 1, 2017, in which 10 ordinary shares became one share. If
the annual dividend for the previous fiscal year is converted to the figures after said share consolidation, it is equivalentto ¥35 per share, and so the dividend for this fiscal year is substantially ¥5 higher than that for the previous fiscal year.

Effective date of dividends of surplus
June 28, 2018-3-

Proposal No. 2

Election of Nine Directors

At the conclusion of this meeting, the terms of office of all nine Directors will expire. Therefore, the Company
proposes the election of nine Directors.
Furthermore, if this proposal is passed as originally proposed, the number of outside Directors will increase by one
to a total of three, and the ratio of outside Directors in Directors of the Company will be 1 in 3.
The candidates for Director are as follows:
Candidate
No.
1

Name
Ryuzo Sakamoto

Position and responsibility at the Company
Reelection

2

Seiji Narahara

Reelection

3

Masaru Watanabe

Reelection

4

Shigeo Takenaka

Reelection

5

Hitoshi Ueno

New election

6

Shigeo Nishiyama

New election

Director and Chairman
Director, President (Chief Operating
Officer)
Controlling Supervisor of Internal Audit
Department and KAERU Project
Director (Corporate Senior Executive
Officer)
Controlling Supervisor of Finance
Department, Accounting and Control
Department, Procurement & Logistics
Department, and Human Resources
Department; Supervisor of KAERU Project
Director (Corporate Executive Officer)
Head of Plastics Division; Head ofSpecialty Chemical Division; Controlling
Supervisor of Tsuruga Research andProduction Center
Corporate Executive Officer
Head of Healthcare Division;
Head of Bio-Science & Medical DivisionCorporate Officer
Head of Fibers, Textiles & Functional
Products Division;
Head of Fibers, Textiles & Trading
Division; Controlling Supervisor of
Iwakuni Production Center

Attendance atmeetings of theBoard of Directors
100%(17/17)100%(17/17)100%(17/17)100%(14/14)――

Reelection
100%
OutsideDirector(17/17)
Independent
Reelection
100%
8
Masaru Nakamura
OutsideDirector(14/14)
Independent
New election
9
Takafumi Isogai
Outside――Independent
Note: For the attendance status at meetings of Board of Directors of Shigeo Takenaka and Masaru Nakamura, only the meetings held
since their appointment on June 28, 2017 are included.
7

Taketoshi Oka-4-Candidate
No.

1

Name
(Date of birth)

Ryuzo Sakamoto(November 20, 1947)
Reelection

2

Seiji Narahara(October 17, 1956)
Reelection

3

Masaru Watanabe(December 24, 1956)
Reelection

4

Shigeo Takenaka(October 16, 1958)
Reelection

Career summary, position and responsibility in the Company,
and significant concurrent positions outside the Company
Apr. 1972
June 2002
June 2005
Apr. 2014

Joined the Company
Director
Director, President and Chief Operating Officer
Director and Chairman(current position)[Significant concurrent positions outside the Company]
Director and Chairman of Sennikaikan Co., Ltd.
Jan. 1988
Joined the Company
Apr. 2010
Corporate Officer
June 2011
Director and Corporate Officer
Apr. 2014
Director, President and Chief Operating Officer(current position)(Currently Controlling Supervisor of Internal Audit Department
and KAERU Project)
Apr. 1979
Joined the Company
Mar. 1999
Manager of Funds Management Department
July 2007
General Manager of Plastics Management
OfficeOct. 2009
Deputy Director, General Manager of Plastics
Operation Planning Office, and General
Manager of Plastics Management Office
Apr. 2014
Corporate Officer
June 2016
Director and Corporate Officer
Apr. 2017
Director and Corporate Executive Officer
Apr. 2018
Director and Corporate Senior Executive
Officer(current position)(Currently Controlling Supervisor of Finance Department,
Accounting and Control Department, Procurement & Logistics
Department, and Human Resources Department; Supervisor of
KAERU Project)
Apr. 1981
Joined the Company
Sep. 2004
Manager of America Office
July 2006
General Manager of Vylon Department
Apr. 2010
Deputy Director and General Manager of Vylon
Department
Apr. 2012
Deputy Director, General Manager ofFunctional Polymers Operating Department,
and General Manager of Functional Polymers
Technology & Development Department
Apr. 2013
Corporate Officer
Apr. 2017
Corporate Executive Officer
June 2017
Director and Corporate Executive Officer(current position)(Currently Head of Plastics Division; Head of Specialty
Chemical Division; Controlling Supervisor of Tsuruga Researchand Production Center)-5-

Number of theCompany’s shares
owned

21,608 shares

15,306 shares

3,980 shares

3,104 shares

Candidate
No.

Name
(Date of birth)

Career summary, position and responsibility in the Company,
and significant concurrent positions outside the Company
June 1989
Oct. 20095

Hitoshi Ueno
(June 6, 1954)
New election

6

Shigeo Nishiyama(June 26, 1959)
New election

Taketoshi Oka(September 19, 1945)
7

Reelection
OutsideIndependent

Masaru Nakamura(September 3, 1953)
8

Reelection
OutsideIndependent

Joined the Company
Deputy Director, Head of Corporate ResearchCenter, and Deputy General Manager ofBusiness Development Planning Office
Apr. 2013
Corporate Officer
Apr. 2017
Corporate Executive Officer(current position)(Currently Head of Healthcare Division. Head of Bio-Science &Medical Division)[Significant concurrent positions outside the Company]
Director and Chairman of Spinreact, S.A.U.
Apr. 1983
Joined the Company
Apr. 2007
General Manager of Textile Production
Technology Department and Manager of Textile
Procurement Group, Textile Production
Planning Department
Apr. 2014
Deputy Director, General Manager of Textile
Production & Development Operating
Department, General Manager of Textile
Production Technology and Development
Department, and seconded to TOYOBO STC
CO., LTD.
Apr. 2017
Corporate Officer(current position)(Currently Head of Fibers, Textiles & Functional Products
Division; Head of Fibers, Textiles & Trading Division;
Controlling Supervisor of Iwakuni Production Center)[Significant concurrent positions outside the Company]
President and Chief Operating Officer of TOYOBO STC CO.,LTD.
Apr. 1974
Registered as an attorney at law
Apr. 1996
Vice Chairman of Osaka Bar Association
July 2003
Established Kinki Chuou Law Office;Representative Partner(current position)
June 2015
Director of the Company(current position)[Significant concurrent positions outside the Company]
Representative Partner of Kinki Chuou Law Office
Apr. 1977
Joined Sumitomo Corporation
Apr. 2006
Corporate Officer
Apr. 2008
Executive Officer
Apr. 2010
Managing Executive Officer
Apr. 2012
Senior Managing Executive Officer
Apr. 2016
Adviser(current position)
June 2017
Director of the Company(current position)

Number of theCompany’s shares
owned

-6-

3,355 shares

1,710 shares

0 shares0 sharesCandidate
No.

Name
(Date of birth)

Career summary, position and responsibility in the Company,
and significant concurrent positions outside the Company
Jan. 1987

9

Notes:

Number of theCompany’s shares
owned

Assistant Professor of Faculty of Liberal Arts ofOsaka University
Apr. 1996
Assistant Professor of Graduate School ofEngineering Science of Osaka University
Takafumi Isogai
Apr. 2002
Professor of Faculty of Mercantile Marine of(April 4, 1949)
Kobe University of Mercantile Marine
0 sharesOct. 2003
Professor of Faculty of Maritime Sciences ofNew election
Kobe University
OutsideApr. 2013
Professor of School of Commerce of University
Independentof Marketing and Distribution Sciences
Apr. 2018
Part Time Lecturer of University of Marketingand Distribution Sciences(current position)
1. There is no special interest between any of the candidates and the Company.
2. Taketoshi Oka, Masaru Nakamura, and Takafumi Isogai are candidates for outside Director.
3. Remarks related to the candidates for outside Director are as follows.
(1) Reasons for nomination as candidates for outside Director- We propose the nomination of Taketoshi Oka so that his extensive experience and wide-ranging knowledge as
an attorney at law can be leveraged to provide advice and supervision concerning the Company’s managementfrom an objective and specialist perspective. Note that while he has never in the past been involved in the
management of a company except as an outside Director or outside Corporate Auditor, the Company judges that
he will appropriately fulfill his duties as an outside Director based on the above reasons. It should be noted thathe served as a member of the Independence Committee prescribed in the Company’s Takeover Defense
Measures from June 2008 to June 2014.
- We propose the nomination of Masaru Nakamura so that his extensive experience and wide-ranging knowledge
as a manager can be leveraged to provide advice and supervision concerning the Company’s management froman objective and specialist perspective.
- We propose the nomination of Takafumi Isogai so that his extensive experience and wide-ranging knowledge as
an academic specializing in the quality control field can be leveraged to provide advice and supervision
concerning the Company’s management from an objective and specialist perspective. Note that while he has
never in the past been involved in the management of a company except as an outside Director or outside
Corporate Auditor, the Company judges that he will appropriately fulfill his duties as an outside Director basedon the above reasons.
(2) Tenure as outside Director of the Company
At the conclusion of this meeting, Taketoshi Oka’s tenure as outside Director of the Company will have been three
years.
At the conclusion of this meeting, Masaru Nakamura’s tenure as outside Director of the Company will have been
one year.
(3) Limited liability agreements with outside Directors
Article 28 of the Articles of Incorporation stipulates that the Company may enter into agreements with outside
Directors limiting liability for damage for failure to perform duties, and the Company has entered into limited
liability agreements with both Taketoshi Oka and Masaru Nakamura limiting liability to the amount stipulated bylaws and regulations. If their election is approved, the Company plans to renew the aforementioned agreementswith them. If the election of Takafumi Isogai is approved, the Company plans to enter into the same agreement withhim.
(4) Matters concerning independence- Taketoshi Oka, Masaru Nakamura and Takafumi Isogai satisfy the requirements of the Independence Standards
for outside Officers stipulated by the Company.
- The Company does not have a trading relationship with Kinki Chuou Law Office, at which Taketoshi Oka is
engaged in his significant concurrent position.
- Although the Company does have a trading relationship with Sumitomo Corporation, at which Masaru
Nakamura served as an individual who executed business in the past, the volume of such transactions represents
less than 1% of both companies’ consolidated sales in the most recent fiscal year.
- The Company does not have a trading relationship with University of Marketing and Distribution Sciences, atwhich Takafumi Isogai is engaged in his significant concurrent position.
- The Company has notified the Tokyo Stock Exchange of Taketoshi Oka and Masaru Nakamura’s appointments
as outside Officer as provided for by the aforementioned exchange. In addition, if the election of Takafumi-7-Isogai is approved, the Company plans to notify the aforementioned exchange of his appointment as outside
Officer.

-8-

Proposal No. 3

Election of One Corporate Auditor

At the conclusion of this meeting, the term of office of Corporate Auditor Hisao Nishinaka will expire. Therefore,
the Company proposes the election of one Corporate Auditor.
In addition, the consent of the Board of Corporate Auditors has been obtained for this proposal.
The candidate for Corporate Auditor is as follows:
Name(Date of birth)

Career summary, position in the Company, and significant concurrent
positions outside the Company
Apr. 1981
Apr. 2006
Apr. 2009
Apr. 2011

Note:

Joined the Company
General Manager of AC Department
General Manager of AC Operating Department
Yasuhiro Iizuka(July 1, 1958)
Deputy Director and General Manager of AC Operating
Department
New election
Apr. 2015
Corporate Officer
Apr. 2018
Advisor(current position)
There is no special interest between the candidate and the Company.

-9-

Number of theCompany’s shares
owned

1,971 shares

Proposal No. 4

Election of One Substitute Corporate Auditor

The Company requests approval for the election of one substitute Corporate Auditor to be ready to fill a vacant
position should the number of Corporate Auditors fall below the number required by laws and regulations.
In addition, the consent of the Board of Corporate Auditors has been obtained for this proposal.
The candidate for substitute Corporate Auditor is as follows:
Name(Date of birth)

Career summary and significant concurrent positions outside the Company
Apr. 1996
Apr. 1996
Feb. 2006
June 2015
June 2015
Dec. 2016

Number of theCompany’s shares
ownedRegistered as an attorney at law
Joined Takagi Motaichi Law OfficeOutside Corporate Auditor of Zojirushi Corporation
Outside Corporate Auditor of NCS&A CO., LTD.
Yoshinori Satoi
Outside Corporate Auditor of the Company
0 shares(December 10, 1962)
Joined Yasaka Law Office(current position)[Significant concurrent positions outside the Company]
Attorney at law of Yasaka Law Office
Notes: 1. Although the Company has paid compensation to Yoshinori Satoi as an outside advisor on compliance for the Company,
the amount of such compensation in the most recent fiscal year was a trivial amount of ¥0.1 million, and he has no
special interest relationship with the Company other than this. In addition, the Company does not have a trading
relationship with Yasaka Law Office, at which he is engaged in his significant concurrent position.
2. Yoshinori Satoi is a candidate for substitute outside Corporate Auditor. He satisfies the requirements of the
Independence Standards for outside Officers stipulated by the Company, as well as requirements for an independent
officer as provided for by the Tokyo Stock Exchange.
3. Reasons for nomination as candidate for substitute outside Corporate Auditor
We propose the nomination of Yoshinori Satoi so that his extensive experience and wide-ranging knowledge as an
attorney at law can be leveraged for and reflected to the Company’s audits. Furthermore, he served as an outside
Corporate Auditor of the Company from June 2015 until June 2017, and due to having sufficient knowledge of theGroup’s business content and audit system, etc., the Company has determined that he would perform duties
appropriately if the number of corporate auditors falls below the number prescribed by laws and regulations. Note thatwhile he has never in the past been involved in the management of a company except as an outside Director or outside
Corporate Auditor, the Company judges that he will appropriately fulfill his duties as an outside Corporate Auditor
based on the above reasons.
4. Limited liability agreements with outside Corporate Auditors
Article 36 of the Articles of Incorporation stipulates that the Company may enter into agreements with outside Corporate
Auditors limiting liability for damage for failure to perform duties. If Yoshinori Satoi assumes the office of outside
Corporate Auditor, the Company plans to enter into such limited liability agreement with him limiting liability to theamount stipulated by laws and regulations.

- 10 -

[Reference] Independence Standards for Outside Officers
The Company has deemed that if none of the attributes in the following items apply, the outside Director or outside
Corporate Auditor (or the candidate for outside Director or outside Corporate Auditor) has a high degree of
independence from the Company, and there are no concerns of conflicts of interest with general shareholders.
(1) A major shareholder in the Company (refers to a shareholder with a voting rights ownership ratio of 10% or
more; the same applies below) or an individual who executes business for the shareholder(2) An individual who executes business for a company of which the Company is a major shareholder(3) A business partner of the Company for which the Company is a major partner (refers to a party that provides
products or services to the Company for which the average annual transaction amount for the past three fiscal
years is over 2% of that business partner’s annual gross sales) or an individual who executes business for thatcompany(4) A major business partner of the Company (refers to a party that the Company provides products or services tofor which the average annual transaction amount for the past three fiscal years is over 2% of the Company’s
annual gross sales) or an individual who executes business for that company(5) An individual who executes business as an employee of a financial institution that is a major lender to theCompany (refers to a lender for which the loan balance amount is equivalent to over 2% of the Company’s
total assets)(6) An individual who obtains over ¥10 million per year in cash or other assets in profit from the Company as a
specialist, such as a consultant, accountant, or attorney at law, other than officers’ compensation (or anindividual who belongs to a corporation, etc., that obtains over ¥100 million per year in this matter)(7) An individual for which any item in (1) to (6) above has applied within the past three years(8) A relation within the second degree of an individual for which any item in (1) to (7) above applies
Note:

Even if none of the attributes above apply, in some cases it may be deemed that there is no independence in consideration ofmatters such as transaction volumes at a Group company of the Company or a Group company of a business partner.

- 11 -