(Translation)
Securities Code: 5262
June 14, 2016
To Shareholders with Voting Rights:
Minoru Okawauchi
President and Director
NIPPON HUME CORPORATION
5-33-11 Shimbashi, Minato-ku, TokyoNOTICE OF CONVOCATION OF
THE 133RD ANNUAL GENERAL MEETING OF SHAREHOLDERS
Dear Shareholders:
We would like to express our appreciation for your continued support and patronage.
You are cordially invited to attend the 133rd Annual General Meeting of Shareholders of NIPPON HUMECORPORATION (the “Company”). The meeting will be held for the purposes as described below.
If you are unable to attend the meeting, you may exercise your voting rights in writing. Please review
the attached Reference Documents for the General Meeting of Shareholders, indicate your vote for oragainst the proposals on the enclosed Voting Rights Exercise Form and return it to us by no later than
5:20 p.m. Japan time on Tuesday, June 28, 2016.

1. Date and Time:

Wednesday, June 29, 2016 at 10:00 a.m. Japan time

2. Place:

Conference room on the 8th floor of the Company (Shimbashi NH Building)
5-33-11 Shimbashi, Minato-ku, Tokyo, Japan(Please see the General Meeting of Shareholders’ Location Map at the end of thisnotice of convocation.)

3. Meeting Agenda:
Matters to be reported: 1. The Business Report and Consolidated Financial Statements for the 133rd
Fiscal Year (April 1, 2015 to March 31, 2016), and results of audits of theConsolidated Financial Statements by the Accounting Auditor and the Audit& Supervisory Board
2. Non-consolidated Financial Statements for the 133rd Fiscal Year (April 1,2015 to March 31, 2016)
Proposals to be resolved:
Appropriation of Surplus
Proposal 1:
Election of Four (4) Audit & Supervisory Board Members
Proposal 2:-1-When attending the meeting, please submit the enclosed Voting Rights Exercise Form at the reception desk.
Please note that the following items are not presented in the attached document of this notice ofconvocation, as they are posted on the Company’s website (http://www.nipponhume.co.jp/), in accordancewith laws and regulations and the provisions under Article 14 of the Company’s Articles of Incorporation.
1. Notes to the Consolidated Financial Statements
2. Notes to the Non-consolidated Financial Statements
The Consolidated Financial Statements and Non-Consolidated Financial Statements audited by the Audit &Supervisory Board and Accounting Auditor in preparing the Audit Report and Accounting Auditor’s Audit
Report, respectively, include the information in the attached document, as well as other information required
to be disclosed in the “Notes to the Consolidated Financial Statements” and “Notes to the Non-Consolidated
Financial Statements.”
If the Reference Documents for the General Meeting of Shareholders, Business Report, Consolidated
Financial Statements or Non-Consolidated Financial Statements require revisions, the revised versions will beposted on the Company’s website stated above.

-2-Reference Documents for the General Meeting of Shareholders
Proposal 1:

Appropriation of Surplus

The Company proposes to distribute the surplus as described below.
The Company considers distribution of profits to shareholders as an important management task. Ourbasic policy is to maintain a stable dividend level. In the meantime, we strive to enhance overall return toshareholders by implementing purchases of treasury shares and other measures, taking into accountfactors such as maintaining a sound financial structure, enhancing internal reserves to prepare forbusiness development, as well as performance.
Funds retained as internal reserves will be used as a portion of the funds invested in development of
new products and new technologies and for capital investment in efficiency enhancement and reductionof power consumption. The efficiency of the investments is considered from a long-term perspective.
Under this basic policy, the Company is scheduled to pay the year-end dividend as described below.
The Company has secured an increase in non-consolidated financial results for the fiscal year underreview, despite the impact on consolidated financial results for the fiscal year under review of “negativegoodwill” arising from the acquisition of shares and foreign exchange gains in the previous fiscal year.
1. Details of the year-end dividend
1) Type of dividend property
Cash2) Appropriation of dividend property to shareholders and its total amount¥16 per share for the Company’s common stock
Total dividends:¥419,820,480
3) Effective date for dividends from surplus
June 30, 2016
2. Other matters concerning the appropriation of surplus
1) Accounting item of surplus to increase and the amount of increase
General reserve:¥500,000,0002) Accounting item of surplus to decrease and the amount of decrease
Retained earnings brought forward: ¥500,000,000-3-

Proposal 2:

Election of Four (4) Audit & Supervisory Board Members

The terms of office of all four (4) Audit & Supervisory Board Members will expire at the conclusion ofthis General Meeting of Shareholders. Therefore, the Company proposes the election of four (4) Audit &Supervisory Board Members.
The Audit & Supervisory Board has given its approval to this proposal.
The candidates for Audit & Supervisory Board Members are as follows:
No.

*1

Name
(Date of birth)

Hirokazu Suzuki(March 4, 1965)

Career summary and positions at the Company(Significant concurrent positions)
April 1987

Joined the Company

April 2010

General Manager of General Administrative Department and Real
Estate & Environmental Business Division

April 2011

General Manager of General Administrative Department and Real
Estate & Environmental Business Division

June 2014

President and Representative Director of ENVIROMENTIMPROVEMENT PLANNING Co., Ltd. (to present)

June 2015

Management Officer, General Manager of General
Administrative Department and Real Estate & Environmental
Business Division(to present)-4-

Number of theCompany’sshares held

3,500

No.

2Name(Date of birth)

YoshihideShimoyama(April 24, 1951)

Career summary and positions at the Company(Significant concurrent positions)
April 1976

Joined Nihon Cement Co., Ltd. (current Taiheiyo CementCorporation)

September 1997

Chief Researcher of Cement & Concrete Research Department,
Central Research Laboratory, Nihon Cement Co., Ltd.

October 1998

Group Leader of Sakura Research Laboratory No. 4 Group,
Research Division, Nihon Cement Co., Ltd.

April 2004

General Manager of Technology Planning Department, CentralResearch Laboratory, Nihon Cement Co., Ltd.

March 2008

President and Representative Director of Taiheiyo ConsultantCo., Ltd.

April 2008

Advisor of Taiheiyo Cement Corporation

June 2008

Outside Audit & Supervisory Board Member of the Company(to present)-5-

Number of theCompany’sshares held0No.

Name(Date of birth)

Career summary and positions at the Company(Significant concurrent positions)
April 1970
October 1985
October 1988
October 1989
December 1989
April 1996
June 1996
March 1999
July 2001

3

Mamoru Hara
(August 14, 1946)

February 2002
June 2002
April 2003
June 2003
March 2005
December 2005

June 2010
June 2012

Joined Tokyo Electron Limited
General Manager of Administration Department, Tokyo ElectronLimitedDirector of TEL Yamanashi Limited (current Tokyo Electron ATLimited)
General Manager of General Affairs Department, General
Manager of Yokohama Office, Tokyo Electron Limited
Director of Tokyo Electron Limited
Senior Managing Director of Tokyo Electron Tohoku Limited
Resigned from Director of Tokyo Electron Limited
Representative Director and President of Tokyo Electron EE
LimitedRepresentative Director and Chairman of the Board of Tokyo
Electron Device Limited
Representative Director and President of Tokyo Electron AT
LimitedDirector of Tokyo Electron Limited
Director, Executive Vice President in charge of Administration
Department, Tokyo Electron Limited
Representative Director and Executive Vice President, TokyoElectron Limited
Director of Tokyo Electron Limited
Outside Director of CMIC Co., Ltd. (current CMIC Holdings Co.,Ltd.)(to present)
Full-time Audit & Supervisory Board Member of Tokyo ElectronLimited
Outside Audit & Supervisory Board Member of the Company(to present)-6-

Number of theCompany’s
shares held0

No.

Name
(Date of birth)

Career summary and positions at the Company(Significant concurrent positions)
April 1975
July 1997
October 1999
July 2001
April 2002
April 2003
May 2004*4

Torao Yamakawa(November 27, 1952) April 2005
May 2005
October 2005
April 2007
June 2007
June 2012
June 2013

Joined The Dai-Ichi Kangyo Bank, Ltd (current Mizuho Bank,Ltd.)
General Manager of Ebara Branch, The Dai-Ichi Kangyo Bank,
LtdCredit Officer of Credit Department No. 2, The Dai-Ichi Kangyo
Bank, Ltd
General Manager of Okachimachi Branch, The Dai-Ichi Kangyo
Bank, Ltd
General Manager of Okachimachi Branch, Mizuho Bank, Ltd.
General Manager of Kawasaki Branch, Mizuho Bank, Ltd.
General Manager of Kawasaki Branch and Kawasaki ChuoBranch, Mizuho Bank, Ltd.
Executive Officer, General Manager of Kawasaki Branch andKawasaki Chuo Branch, Mizuho Bank, Ltd.
Executive Officer, General Manager of Kawasaki Branch,
Mizuho Bank, Ltd.
Executive Officer, General Manager of Nihonbashi Branch,
Mizuho Bank, Ltd.
Advisor of Orient Corporation
Managing Executive Officer of Orient Corporation
Vice President and Representative Director of Heart Agency Co.,Ltd.
President and Representative Director of Heart Agency Co., Ltd.
(to present)

Number of theCompany’s
shares held0(Notes) 1. There are no special interests between each candidate and the Company.
2. * indicates a new candidate for Audit & Supervisory Board Member.
3. Of the aforementioned candidates, Messrs. Yoshihide Shimoyama, Mamoru Hara and Torao Yamakawa arecandidates for Outside Audit & Supervisory Board Members. If the election of Mr. Torao Yamakawa is approved, theCompany intends to register him as an Independent Audit & Supervisory Board Member with the Tokyo Stock
Exchange.
4. Matters concerning Outside Audit & Supervisory Board Members are as follows:(1) Reasons for the election of candidates for Outside Audit & Supervisory Board Members
Mr. Yoshihide Shimoyama possesses considerable insight and experience in corporate management and otherareas. The Company believes that Mr. Shimoyama is appropriate as an Outside Audit & Supervisory Board
Member of the Company, and therefore it proposes the election of Mr. Shimoyama.
Mr. Mamoru Hara possesses abundant experience and knowledge acquired through his career in corporate
management for many years. The Company believes that Mr. Hara is appropriate as an Outside Audit &Supervisory Board Member of the Company, and therefore it proposes the election of Mr. Hara.
Mr. Torao Yamakawa possesses abundant experience and achievements as well as considerable knowledge
in areas such as the financial sector and corporate management. The Company believes that Mr. Yamakawa isappropriate as an Outside Audit & Supervisory Board Member of the Company, and therefore it proposes theelection of Mr. Yamakawa.
(2) The number of years in office of candidates for Outside Audit & Supervisory Board Members
Mr. Yoshihide Shimoyama will have served as an Audit & Supervisory Board Member for eight years at theconclusion of this General Meeting of Shareholders.
Mr. Mamoru Hara will have served as an Audit & Supervisory Board Member for four years at theconclusion of this General Meeting of Shareholders.

-7-5. Mr. Hirokazu Suzuki will retire from the position as President and Representative Director of ENVIROMENTIMPROVEMENT PLANNING Co., Ltd. at the conclusion of the company’s Annual General Meeting ofShareholders to be held in late June 2016.
6. An outline of a limited liability agreement with Audit & Supervisory Board Members is as follows:
The Company stipulates provisions in its Articles of Incorporation to the effect that the Company can enter into alimited liability agreement with each Audit & Supervisory Board Member so that the Audit & Supervisory Board
Members can fully perform their expected roles. Accordingly, the Company has entered into the agreement witheach Audit & Supervisory Board Member. If the election of candidates for Audit & Supervisory Board Members isapproved, the Company intends to enter into the limited liability agreement to limit their liability for damages witheach of them pursuant to Article 423, Paragraph 1 of the Companies Act. The maximum amount of liability under
the agreement is ¥5 million or the minimum liability amount stipulated by laws and regulations, whichever is thegreater.

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