This document has been translated from the Japanese original for the convenience of non-Japanese shareholders.
In the event of any discrepancy between this translation and the Japanese original, the original shall prevail.

(Securities identification code: 4027)
June 8, 2018

To our shareholders:President
Masao Nagita
Tayca Corporation
1-3-47 Funamachi, Taisho-ku, Osaka(Head Office: 3-6-13 Kitahama, Chuo-ku, Osaka)

Notice of the 152nd Ordinary General Meeting of Shareholders
You are cordially invited to attend the 152nd Ordinary General Meeting of Shareholders of Tayca
Corporation (the “Company”), which will be held as described below.
If you are unable to attend the meeting in person, you may exercise your voting rights by postal mail.
Please indicate your approval or disapproval of the proposals on the enclosed voting form after
reviewing the attached Reference Documents for the General Meeting of Shareholders, and return it
by postal mail to reach us no later than 5:40 p.m., Tuesday, June 26, 2018 (Japan Standard Time).

Meeting Details
1.

Date and time:

Wednesday, June 27, 2018 at 10:00 a.m. (Japan Standard Time)

2.

Venue:

Botan Room 4th floor, Imperial Hotel, Osaka
8-50, Temmabashi 1-Chome, Kita-ku, Osaka

3.

Purposes:
Items to be reported:
1. Report on the contents of Business Report, Consolidated Financial
Statements and Non-Consolidated Financial Statements for the 152nd Term(from April 1, 2017 to March 31, 2018)
2. Results of audit of the Consolidated Financial Statements by the Accounting Auditor
and the Audit & Supervisory Board for the 152nd Term
Items to be resolved:
Proposal 1:
Appropriation of surplus
Proposal 2:
Election of nine (9) Directors
We ask that you please present the enclosed voting form to the reception desk in the venue when attending themeeting on the day.

－1 －

Among the documents we must submit when giving notice of this meeting, we have posted the notes to theconsolidated financial statements and the notes to the non-consolidated financial statements on the Company’swebsite (http://www.tayca.co.jp/) on the Internet according to the provisions in the law and the Company’s Articles ofIncorporation. Therefore, they are not given in the documents accompanying this notice. Accordingly, theconsolidated financial statements and non-consolidated financial statements audited by the Accounting Auditor andthe Audit & Supervisory Board Members also include the consolidated notes and non-consolidated notes posted on
the Company’s website in addition to the various documents accompanying this notice.
In addition, we will post any changes made to the matters described in the business reports, consolidated financialstatements, non-consolidated financial statements and General Meeting of Shareholders reference documents on theCompany’s website (http://www.tayca.co.jp/) on the Internet.

－2 －Reference Documents for the General Meeting of ShareholdersProposals and Reference Matters
Proposal 1: Appropriation of surplus
The Company recognizes that the stable return of profits to our shareholders isbasically an important matter. Our basic policy is to maintain the necessary
sufficient level of shareholder’s equity and to pay a dividend after making acomprehensive judgment about our performance in each term.
We propose to dispose of our surplus in the term under review as below under
this policy after taking into consideration our performance in the term underreview and future business developments.
1. Matters related to year-end dividends(1) Allocation of dividend property to shareholders and total amount thereof
14 yen per common share of the Company
Total amount of dividends: 329,146,650 yen
Note: The Company implemented a reverse stock split by splitting every two
common shares in the Company into one effective as of October 1,
2017. We paid an interim dividend of seven yen per share with
September 30, 2017 serving as the record date before the reverse stock
split. Therefore, if we convert the annual dividend in the term underreview to before the reverse stock split, it comes to 14 yen per shareby combining the seven yen interim dividend and the seven yen endof-year dividend. Meanwhile, if we convert this to after the reverse
stock split, it comes to 28 yen per share by combining the 14 yeninterim dividend and the 14 yen end-of-year dividend.
(2) Effective date of distribution of dividends of surplus
June 28, 2018
2. Matters related to other appropriation of surplus(1) Item of surplus to be increased and amount of increase thereof
Special reserve fund:
2,800,000,000 yen(2) Item of surplus to be decreased and amount of decrease thereof
Retained earnings brought forward:
2,800,000,000 yen－3 －Proposal 2: Election of nine (9) Directors
The terms of office for all nine (9) Directors will expire at the conclusion of thismeeting. The Company proposes that nine (9) Directors be elected.
The candidates for Directors are as follows:
Candidates for Directors
No.

Name (Date of birth)

Career summary, position and responsibilities(significant concurrent positions outside the Company)
April 1973

Joined the Company

June 2004

General Manager of the Tokyo

Number oftheCompany’s
shares owned

Branch of the Company
June 2005

Director and General Manager of
the Tokyo Branch of the Company

June 2009Managing Director and General
Manager of the Tokyo Branch ofthe Company

June 2010

President of Tayca Trading Co.,
Ltd.

October 2010

Managing Director and General
Manager of the Sales Departmentof the Company

Masao Nagita

October 2011

Company(April 13, 1950)
June 2013
1

Managing Director of the25,100

Senior Managing Director of theCompany

June 2014

President of the Company (presentposition)

June 2014

President of Tayca WarehousingCo., Ltd.

April 2017

President of Japan Sericite
Corporation (present position)(Current Responsibilities)
In charge of the Internal Auditing Department and theOkayama Research Laboratory[Significant concurrent position outside the Company]
President, Japan Sericite Corporation
Reasons for nomination as a candidate for Director:
Masao Nagita has accumulated a wealth of business experience and achievements in research
departments and sales departments since joining the Company. In addition, he has been responsible
for management as President of the Company since June 2014. The Company proposes his
candidacy to continue as Director with the expectation that he will make appropriate management
judgments by utilizing these experiences and achievements.

－4 －No.

Name (Date of birth)

Career summary, position and responsibilities(significant concurrent positions outside the Company)
April 1979

Joined Dai-Ichi Kangyo Bank, Ltd.

October 1999

General Manager of Komazawa

Number oftheCompany’s
shares owned

Branch of Dai-Ichi Kangyo Bank,Ltd.
May 2005

General Manager of YokohamaNishiguchi Branch of Mizuho
Bank, Ltd.

December 2006

Senior Executive Officer ofMizuho Credit Guarantee Co., Ltd.

June 2009Managing Director of Mizuho
Credit Guarantee Co., Ltd.

Hirofumi Yamazaki

May 2011

Joined the Company as Adviser

June 2011

Director of the Company

November 2013

Director and General Manager ofthe Accounting Department of the(July 4, 1955)

9,300

Company
June 2014

Managing Director and General2

Manager of the Accounting
Department of the Company
June 2014

President of Tayca Trading Co.,Ltd.

April 2015

Managing Director of theCompany (present position)(Current Responsibilities)
In charge of the General Affairs Department, theMaterials Compilation Department, the PersonnelDepartment, the Accounting Department, thePurchasing Department, Okayama Factory andKumayama Factory
Reasons for nomination as a candidate for Director:
Hirofumi Yamazaki has extensive insight into finance and corporate management cultivated in hisprevious employment. Moreover, he has accumulated plenty of achievements in management
departments and factory departments since joining the Company. The Company proposes hiscandidacy to continue as Director with the expectation that he will use these insights andachievements in the management of the Company.

－5 －

No.

Name (Date of birth)

Career summary, position and responsibilities(significant concurrent positions outside the Company)
April 1979

Joined Dai-Ichi Kangyo Bank, Ltd.

November 2001

General Manager of Musashi

Number oftheCompany’s
shares owned

Kosugi Branch of Dai-Ichi Kangyo
Bank, Ltd.
July 2003

General Manager of KamataEkimae Branch of Mizuho Bank,Ltd.

March 2006

General Manager of the Public
Business No. 2 Department ofMizuho Bank, Ltd.

April 2009

Joined the Company as General
Manager of the Sales Department

Takeshi Hemmi

October 2010

General Manager of the Tokyo
Branch of the Company(April 3, 1955)
June 2011

7,900

Director and General Manager ofthe Business Promotion

3

Department (Challenge 100) of theCompany
April 2012

Director of the Company

June 2015

Managing Director of theCompany (present position)

June 2016

President of Tayca WarehousingCo., Ltd.

(Current Responsibilities)
In charge of the Business Promotion Department(Challenge 100) and the Osaka Factory
Reasons for nomination as a candidate for Director:
Takeshi Hemmi has advanced insight into finance and economics in general cultivated in his
previous employment. Moreover, he has accumulated plenty of achievements in sales departments
and factory departments since joining the Company. The Company proposes his candidacy tocontinue as Director with the expectation that he will use these insights and achievements in themanagement of the Company.

－6 －

No.

Name (Date of birth)

Career summary, position and responsibilities(significant concurrent positions outside the Company)
April 1973

Joined the Company

April 2002

General Manager of the Osaka

Number oftheCompany’s
shares owned

Research Laboratory of theCompany
June 2004

General Manager of the Osaka
Research Laboratory & theOkayama Research Laboratory ofthe Company

June 2005

Director and General Manager ofthe Osaka Research Laboratory &the Okayama Research Laboratoryof the Company

Manabu Kiyono

June 2006

Director and General Manager of
the Okayama Research Laboratory(December 12, 1947)

35,600of the Company
June 2007

Director and General Manager of
the Sales Department of the4Company
June 2008

President of the Company

June 2013

President of Tayca WarehousingCo., Ltd.

June 2014

Chairman, Board of Directors ofthe Company

June 2017

Director Senior Adviser of theCompany (present position)(Current Responsibilities)
In charge of the Osaka Research Laboratory
Reasons for nomination as a candidate for Director:
Manabu Kiyono has accumulated a wealth of business experience and achievements in research
departments and sales departments since joining the Company. In addition, he was responsible formanagement as President of the Company in June 2008 and as Chairman, Board of Directors of theCompany from June 2014. The Company proposes his candidacy to continue as Director with theexpectation that he will make appropriate management judgments by utilizing these experiences
and achievements.

－7 －No.

Name (Date of birth)

Career summary, position and responsibilities(significant concurrent positions outside the Company)
April 1982

Joined the Company

June 2006

General Manager of the Osaka

Number oftheCompany’s
shares owned

Research Laboratory of theCompany
November 2008

General Manager of the Okayama
Research Laboratory of theCompany

June 2011

General Manager of the Osaka
Research Laboratory of theCompany

Masaaki Tozawa

July 2013

General Manager of the Corporate
Planning Department of the(February 2, 1959)
52,500Company
June 2015

Director of the Company (presentposition)

June 2016

President of TFT Corporation(present position)(Current Responsibilities)
In charge of the Environmental and Quality
Department, the Intellectual Property Department andthe Electronic Ceramics and Devices Department[Significant concurrent position outside the Company]
President, TFT Corporation
Reasons for nomination as a candidate for Director:
Masaaki Tozawa has accumulated a wealth of business experience and achievements in research
departments and management departments since joining the Company. The Company proposes hiscandidacy to continue as Director with the expectation that he will use these experiences andachievements in the management of the Company.

－8 －

No.

Name (Date of birth)

Career summary, position and responsibilities(significant concurrent positions outside the Company)
April 1984

Joined Nissho Iwai Corporation

September 2003

Joined Sun Chlorella Corporation

August 2010

Joined the Company

October 2011

General Manager of the Sales

Number oftheCompany’s
shares owned

Department of the Company
April 2015

General Manager of the Tokyo
Branch of the Company

June 2015

Director and General Manager of
the Tokyo Branch of the Company

Masahiko Nishino(October 9, 1959)

June 2017

Director of the Company (present2,800position)
6

June 2017

President of Tayca Trading Co.,
Ltd. (present position)(Current Responsibilities)
In charge of the Corporate Planning Department, theSales Department and the Tokyo Branch[Significant concurrent positions outside the Company]
President, Tayca Trading Co., Ltd.
Reasons for nomination as a candidate for Director:
Masahiko Nishino has accumulated a wealth of sales experience and overseas work achievements
in working at trading companies over many years. In addition, he has accumulated plenty ofachievements in sales departments and management departments since joining the Company. The
Company proposes his candidacy to continue as Director with the expectation that he will use theseinsights and achievements in the management of the Company.

－9 －

No.

Name (Date of birth)

Career summary, position and responsibilities(significant concurrent positions outside the Company)
April 1986

Joined the Company

April 2012

General Manager of the Okayama

Number oftheCompany’s
shares owned

Research Laboratory of theShunji Idei
(March 24, 1964)

Company
April 2015

1,800

Department of the Company
June 2017

7

General Manager of the Sales
General Manager of the Tokyo
Branch of the Company (presentposition)
Reasons for nomination as a candidate for Director:
Shunji Idei has accumulated a wealth of business experience and achievements in research
departments and sales departments since joining the Company. The Company proposes hiscandidacy for Director with the expectation that he will use these experiences and expertise in themanagement of the Company.
April 1979

Registered as a lawyer and joined
Yoneda Legal Professional
Corporation (now: Yodoyabashi &Yamagami Legal ProfessionalCorporation) (present position)

April 2003
Hitoshi Tanaka(May 7, 1952)

Vice-President of Osaka BarAssociation

June 2013

Audit & Supervisory Board0

Member of the Company
June 2014

Outside Auditor of Nissin ElectricCo., Ltd. (present position)

June 2014
8Director of the Company (presentposition)[Significant concurrent positions outside the Company]
LawyerReasons for nomination as a candidate for Outside Director:
Hitoshi Tanaka is well-versed in corporate legal affairs as a lawyer. The Company proposes his
candidacy to continue as Outside Director with the expectation that he will use the professional
insights and wealth of experience he has cultivated in the management of the Company. He does
not have experience of being involved in the management of companies in ways other than as
Outside Director or Outside Audit & Supervisory Board Member in the past, but we have made thejudgment that he can appropriately perform his duties as Outside Director based on the above
reasons.
Period in office as Outside Director of the Company:
Tanaka will have been in office as Outside Director for four (4) years at the conclusion of thismeeting. In addition, he served as Outside Audit & Supervisory Board Member from June 2013 toJune 2014.

－10 －No.

Name (Date of birth)

Career summary, position and responsibilities(significant concurrent positions outside the Company)
April 1999

Number oftheCompany’s
shares owned

Associate Professor of Departmentof Applied Biology, Faculty ofTextile Science, Kyoto Institute ofTechnology

April 2006

Professor of Department ofBiology, Faculty of Science, KobeUniversityApril 2007

Professor of Department ofBiology, Graduate School ofScience, Kobe University (presentMamiko Ozaki(January 30, 1955)

position)January 2016

0Chair of Japanese Society for
Comparative Physiology andBiochemistry (present position)

June 2016

Director of the Company (presentposition)

9[Significant concurrent positions outside the Company]
Professor, Department of Biology, Graduate School ofScience, Kobe University
Chair, Japanese Society for Comparative Physiologyand Biochemistry
Reasons for nomination as a candidate for Outside Director
Mamiko Ozaki has been active over many years as a technical researcher. Moreover, she is the firstwoman to serve as the Chair of the Japanese Society for Comparative Physiology andBiochemistry. The Company proposes her candidacy to continue as Outside Director with theexpectation that she will use the professional insights and wealth of experience she has cultivatedin the management of the Company. She does not have experience of being involved in themanagement of companies in ways other than as Outside Director in the past, but we have made thejudgment that she can appropriately perform her duties as Outside Director based on the above
reasons.
Period in office as Outside Director of the Company:Mamiko Ozaki will have been in office as Outside Director for two (2) years at the conclusion ofthis meeting.
(Notes)
1. Hitoshi Tanaka is a lawyer belonging to the Yodoyabashi & Yamagami Legal Professional
Corporation. The Company has entered into an advisory contract with that corporation. There is no
special interest between other candidates and the Company.
2. Hitoshi Tanaka and Mamiko Ozaki are both candidates for Outside Director. Moreover, theCompany has notified the Tokyo Stock Exchange that both Hitoshi Tanaka and Mamiko Ozaki areIndependent Officers. The Company plans to notify the stock exchange that Hitoshi Tanaka andMamiko Ozaki will continue as Independent Officers.
3. The Company has entered into an agreement with both Hitoshi Tanaka and Mamiko Ozaki, who－11 －are currently Outside Directors, to limit their liability for damages under Article 423, Paragraph 1of the Companies Act, and limited the maximum amount of their liability for damages based onsaid Agreement to the amount stipulated in Article 425, Paragraph 1 of the Act when both act ingood faith and without gross negligence in the performance of their duties. If the election of both
Hitoshi Tanaka and Mamiko Ozaki is approved, the Company plans to continue this limited
liability agreement with both of them.

－12 －