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 7, 2019

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

Notice of the 153rd Ordinary General Meeting of Shareholders
You are cordially invited to attend the 153rd 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 either ofthe following methods. Please exercise your voting rights no later than 5:40 p.m., Tuesday, June 25,
2019 (Japan Standard Time) after reviewing the attached Reference Documents for the General
Meeting of Shareholders.
Exercising Voting Rights in Writing
Indicate your approval or disapproval for the proposals on the enclosed voting form and then return
it so that it arrives by the above deadline.
Exercising Voting Rights with an Electromagnetic Method (Internet)
Access the Company’s designated voting site (https://evote.tr.mufg.jp/). Next, use the login ID andprovisional password given on the enclosed voting form and then input your approval or disapproval
for the proposals by the above deadline in accordance with the instructions on the screen.

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Meeting Details
1.

Date and time:

Wednesday, June 26, 2019 at 10:00 a.m. (Japan Standard Time)

2.

Venue:

Yoshino Room 5th floor, Imperial Hotel, Osaka
8-50, Temmabashi 1-Chome, Kita-ku, Osaka
The meeting place is the same hotel as last year. However, the floor and venue
are different, so please be careful not to make a mistake when attending.

3.

Purposes:
Items to be reported:
1. Report on the contents of Business Report, Consolidated Financial
Statements and Non-Consolidated Financial Statements for the 153rd
Term (from April 1, 2018 to March 31, 2019)
2. Results of audit of the Consolidated Financial Statements by the Accounting
Auditor and the Audit & Supervisory Board for the 153rd Term
Items to be resolved:
Appropriation of Surplus
Proposal 1:
Partial Change to the Articles of Incorporation
Proposal 2:
Proposal 3:
Election of Five (5) Directors (Excluding Directors Who Are Audit & Supervisory
Committee Members)
Proposal 4:
Election of Five (5) Directors Who Are Audit & Supervisory Committee Members
Proposal 5:
Determination of the Amount of Remuneration for Directors (Excluding Directors
Who Are Audit & Supervisory Committee Members)
Proposal 6:
Determination of the Amount of Remuneration for Directors Who Are Audit &Supervisory Committee Members

We ask that you please present the enclosed voting form to the reception desk in the venue whenattending the meeting on the day.
Among the documents we must submit when giving notice of this meeting, we have posted the notes tothe consolidated financial statements and the notes to the non-consolidated financial statements on the
Company’s website (http://www.tayca.co.jp/) on the Internet according to the provisions in the law and
the Company’s Articles of Incorporation. Therefore, they are not given in the documents accompanying
this notice. Accordingly, the consolidated financial statements and non-consolidated financial statements
audited by the Accounting Auditor and the Audit & Supervisory Board Members also include theconsolidated notes and non-consolidated notes posted on the Company’s website in addition to thevarious documents accompanying this notice.
In addition, we will post any changes made to the matters described in the business reports, consolidated
financial statements, non-consolidated financial statements and General Meeting of Shareholders
reference documents on the Company’s website (http://www.tayca.co.jp/) on the Internet.

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Reference Documents for the General Meeting of Shareholders
Proposals and Reference Matters
Proposal 1:

Appropriation of Surplus

The Company recognizes that the stable return of profits to our shareholders is basically an importantmatter. Our basic policy is to maintain the necessary sufficient level of shareholder’s equity and to pay
a dividend after making a comprehensive 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 under review and future business developments.
1.

Matters related to year-end dividends(1) Allocation of dividend property to shareholders and total amount thereof
16 yen per common share of the Company
Total amount of dividends: 376,149,184 yen
We paid 16 yen per share as an interim dividend. Therefore, the annual dividend in theterm under review is 32 yen per share.
(2) Effective date of distribution of dividends of surplus
June 27, 20192.

Matters related to other appropriation of surplus(1) Item of surplus to be increased and amount of increase thereof
Special reserve fund:3,000,000,000 yen(2) Item of surplus to be decreased and amount of decrease thereof
Retained earnings brought forward:
3,000,000,000 yen

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Proposal 2:

Partial Change to the Articles of Incorporation

1. Reasons for the Proposal(1) The Company proposes to shift to being a company with an Audit & Supervisory Committee
from the point of view of further enhancing our corporate governance. In line with this, wewill establish new provisions in the Articles of Incorporation relating to the Audit &Supervisory Committee Members and the Audit & Supervisory Committee and delete
provisions in the Articles of Incorporation relating to the Audit & Supervisory Board
Members and the Audit & Supervisory Board that are necessary to switch to being acompany with an Audit & Supervisory Committee.
(2) We will partially revise Article 23 (Representative Director and Executive Directors) in thecurrent Articles of Incorporation and remove the position of Vice-President. At the same time,
we will partially revise Article 24 (Advisors and Senior Advisors) in the current Articles ofIncorporation and remove the position of Senior Advisors. We will make these changes inlight of the fact that currently no Vice-Presidents have been elected and to increase
management transparency.
(3) We will partially revise Article 25 (Convener and Chair of the Board of Directors) in thecurrent Articles of Incorporation. We will make this change to ensure flexibility in the
management of the Board of Directors in regards to the provisions in the Articles ofIncorporation relating to the Convener and Chair of the Board of Directors.
(4) The range of officers with whom we can enter into limited liability agreements has changed
due to a revision to the Companies Act. This has made it possible to enter into limited
liability agreements even with directors who do not execute business. Accordingly, we will
partially revise Article 31 (Limited Liability Agreements for Outside Directors) in the current
Articles of Incorporation. We have obtained the consent of each Audit & Supervisory Board
Member for this change.
(5) We will establish new provisions in the Articles of Incorporation to make it possible to pay a
dividend of surplus with a resolution of the Board of Directors under the provisions in Article
459, Paragraph 1 of the Companies Act. In addition to this, we will delete Article 42(Year-end Dividend and Record Date) and Article 43 (Interim Dividend and Record Date) in
the current Articles of Incorporation. These changes are aimed at achieving a flexible capital
policy and dividend policy.
(6) We will make the necessary changes (e.g., changes to the article numbers and maintenance of
the Articles of Incorporation overall) due to the above changes.

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2. Content of the Changes
The content of the changes is as follows.
The partial changes to the Articles of Incorporation with the approval of this proposal will takeeffect at the conclusion of this General Meeting of Shareholders.
(The underlining indicates the changes.)
Current Articles of Incorporation

Proposed Changes

Section 1: General Rules
Article 1 to Article 3: (Text omitted)

Section 1: General Rules
Article 1 to Article 3: (As it currently is)

Article 4: Institutions
The Company shall establish the following
institutions in addition to the General Meeting of
Shareholders and Directors.
1. Board of Directors
2. Audit & Supervisory Board Members
3. Audit & Supervisory Board
4. Accounting Auditors

Article 4: Institutions
The Company shall establish the following
institutions in addition to the General Meeting of
Shareholders and Directors.
1. Board of Directors(Deleted)
2. Audit & Supervisory Committee
3. Accounting Auditors

Article 5: (Text omitted)

Article 5: (As it currently is)

Section 2: Shares
Article 6 to Article 12: (Text omitted)

Section 2: Shares
Article 6 to Article 12: (As it currently is)

Section 3: General Meeting of Shareholders
Article 13 to Article 19: (Text omitted)

Section 3: General Meeting of Shareholders
Article 13 to Article 19: (As it currently is)

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Current Articles of Incorporation

Proposed Changes

Section 4: Directors and Board of Directors
Article 20: Number of Members
The number of Directors in the Company shall be
15 or less.

Section 4: Directors and Board of Directors
Article 20: (Number of Members)
The number of Directors (excluding Directors who
are Audit & Supervisory Committee Members) in
the Company shall be eight (8) or less.
The number of Directors who are Audit &Supervisory Committee Members (hereinafter“Audit & Supervisory Committee Members”) shallbe five (5) or less.

(New)

Article 21: Method of Election
Directors shall be elected at General Meetings ofShareholders.

Article 21: Method of Election
Directors shall be classified as Audit & Supervisory
Committee Members and other Directors and thenelected at General Meetings of Shareholders.
The election of a Director shall be approved withthe attendance of shareholders possessing at least
one third of the voting rights of the shareholders
who can exercise voting rights and with a majorityof those voting rights.
The election of Directors shall not be made withcumulative voting.

The election of a Director shall be approved withthe attendance of shareholders possessing at least
one third of the voting rights of the shareholders
who can exercise voting rights and with a majorityof those voting rights.
The election of Directors shall not be made withcumulative voting.
Article 22: Term of Office
The term of office of a Director shall be until theconclusion of the Ordinary General Meeting of
Shareholders for the final fiscal year ending within
two (2) years after his/her election.

Article 22: Term of Office
The term of office of a Director (excluding Audit &Supervisory Committee Members) shall be until theconclusion of the Ordinary General Meeting of
Shareholders for the final fiscal year ending withinone (1) year after his/her election.
The term of office of an Audit & Supervisory
Committee Members shall be until the conclusionof the Ordinary General Meeting of Shareholders
for the final fiscal year ending within two (2) years
after his/her election.
The term of office of an Audit & Supervisory
Committee Member elected as a replacement for an
Audit & Supervisory Committee Member who has
retired before the expiration of his/her term of officeshall be until the expiration of the term of office of
the Audit & Supervisory Committee Member who
has retired.

(New)

The term of office of a Director elected to increase
the number of members or as a replacement shall be
until the expiration of the term of office of the
Director in office.

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Current Articles of Incorporation

Proposed Changes

Article 23: Representative Director and Executive
Directors
The Board of Directors shall elect a Representative
Director with a resolution.
The Board of Directors may determine a Chairman
and a President and a number of Vice-Presidents,
Senior Managing Directors and Managing Directors
with a resolution.

Article 23: Representative Director and Executive
Directors
The Board of Directors shall elect a Representative
Director with a resolution.
The Board of Directors may determine a Chairman
and a President and a number of Senior Managing
Directors and Managing Directors with a resolution.

Article 24: Advisers and Senior Advisers
The Board of Directors may determine Advisers andSenior Advisers with a resolution.

Article 24: Advisers
The Board of Directors may determine Adviserswith a resolution.

Article 25: Convener and Chair of the Board of
Directors
The Chairman shall convene the Board of Directors
and serve as the Chair except when otherwise
stipulated by laws and ordinances.

Article 25: Convener and Chair of the Board of
Directors
The Director established in advance by the Board of
Directors shall convene the Board of Directors andserve as Chair except when otherwise stipulated bylaws and ordinances.
If there is an incident with the Director in thepreceding paragraph, another Director shall convene
the Board of Directors and serve as the Chairaccording to the order established in advance by the
Board of Directors.

If there is a vacancy or incident with the Chairman,
the President shall serve as the Chair. If there is anincident with the President, another Director shallconvene the Board of Directors and serve as the
Chair according to the order established in advanceby the Board of Directors.
Article 26: Notices of the Convocation of the Boardof Directors
A notice of the convocation of the Board of
Directors shall be issued to each Director and each
Audit & Supervisory Board Member at least five (5)days prior to the day of the meeting. However, thisperiod may be shortened in the event of an
emergency.

Article 26: Notices of the Convocation of the Boardof Directors
A notice of the convocation of the Board of
Directors shall be issued to each Director at least
five (5) days prior to the day of the meeting.
However, this period may be shortened in the eventof an emergency.

Article 27: Method for Resolutions of the Board of
Directors
A resolution of the Board of Directors shall be
adopted with the attendance of a majority of the
Directors and by the votes of a majority of the
Directors present.

Article 27: Method for Resolutions of the Board of
Directors
A resolution of the Board of Directors shall be
adopted with the attendance of a majority of the
Directors with voting rights and with a majority of
those votes.

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Current Articles of Incorporation

Proposed Changes

Article 28: Abbreviation of Resolutions of theBoard of Directors
If all the Directors agree with a resolution item of
the Board of Directors through either a written or
electromagnetic record, the Company shall deemthat to be a resolution of the Board of Directors
approving the said resolution item. However, thisshall not apply in the event an Audit & Supervisory
Board Member has made an objection.

Article 28: Abbreviation of Resolutions of theBoard of Directors
If all the Directors agree with a resolution item of
the Board of Directors through either a written or
electromagnetic record, the Company shall deemthat to be a resolution of the Board of Directors
approving the said resolution item.

Article 29: Delegation of Important Business
Execution Decisions
The Company may delegate some or all of theimportant business execution (excluding the matterslisted in each of the items in Article 399-13,
Paragraph 5 of the Companies Act) decisions to
Directors with a resolution of the Board of Directors
according to the provisions in Article 399-13,
Paragraph 6 of the Companies Act.

(New)

Article 29: (Text omitted)

Article 30: (As it currently is)

Article 30: Remuneration Etc.
The remuneration, bonuses and other asset benefits
received from the Company as compensation for
execution of duties of Directors (hereinafter“Remuneration etc.”) shall be determined by aresolution at the General Meetings of Shareholders.

Article 31: Remuneration Etc.
The remuneration, bonuses and other asset benefits
received from the Company as compensation for
execution of duties of Directors (hereinafter“Remuneration etc.”) shall be classified as those for
Audit & Supervisory Committee Members andother Directors and then determined by a resolution
at the General Meetings of Shareholders.

Article 31: Limited Liability Agreements for
Outside Directors
The Company may enter into agreements to limit
the minimum amount of liability stipulated by laws
and ordinances in relation to the liability fordamages in Article 423, Paragraph 1 of theCompanies Act with Outside Directors according to
the provisions of Article 427, Paragraph 1 of theCompanies Act.

Article 32: Limited Liability Agreements for
Directors
The Company may enter into agreements to limit
the minimum amount of liability stipulated by laws
and ordinances in relation to the liability fordamages in Article 423, Paragraph 1 of theCompanies Act with Directors (excluding those whoare executive Directors) according to the provisionsof Article 427, Paragraph 1 of the Companies Act.

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Current Articles of Incorporation

Proposed Changes

Section 5: Audit & Supervisory Board Members andAudit & Supervisory Board

Section 5: Audit & Supervisory Committee

Article 32: Number of Members
The number of Audit & Supervisory Board Membersin the Company shall be four (4) or less.

(Deleted)

Article 33: Method of Election
Audit & Supervisory Board Members shall beelected at the General Meeting of Shareholders.
The election of an Audit & Supervisory Board
Members shall be approved with the attendance ofshareholders possessing at least one third of thevoting rights of the shareholders who can exercise
voting rights and with a majority of those voting
rights.

(Deleted)

Article 34: Term of Office
The term of office of an Audit & Supervisory Board
Members shall be until the conclusion of theOrdinary General Meeting of Shareholders for the
final fiscal year ending within four (4) years after
his/her election.
The term of office of an Audit & Supervisory Board
Member elected as a replacement for an Audit &Supervisory Board Member who has retired before
the expiration of his/her term of office shall be until
the expiration of the term of office of the Audit &Supervisory Board Member who has retired.

(Deleted)

Article 35: Full-time Audit & Supervisory Board
Members
The Audit & Supervisory Board shall elect full-time
Audit & Supervisory Board Members with aresolution.

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Current Articles of Incorporation

Proposed Changes

Article 36: Notices of the Convocation of the Audit& Supervisory Board
A notice of the convocation of the Audit &Supervisory Board shall be issued to each Audit &Supervisory Board Member at least five (5) days
prior to the day of the meeting. However, this period
may be shortened in the event of an emergency.

(Deleted)

Article 37: Method for Resolutions of the Audit &Supervisory Board
A resolution of the Audit & Supervisory Board shallbe approved with a majority of the Audit &Supervisory Board Members except when otherwise
stipulated by laws and ordinances.

(Deleted)

Article 38: Rules of the Audit & Supervisory Board
The matters concerning the Audit & Supervisory
Board shall be governed according to the rules of the
Audit & Supervisory Board as established by the
Audit & Supervisory Board in addition to laws andordinances or the Company’s Articles ofIncorporation.

(Deleted)

Article 39: Remuneration Etc.
The Remuneration etc. for Audit & Supervisory
Board Members shall be determined with aresolution at the General Meeting of Shareholders.

(Deleted)

Article 40: Limited Liability Agreements for
Outside Audit & Supervisory Board Members
The Company may enter into agreements to limit
the minimum amount of liability stipulated by laws
and ordinances in relation to the liability fordamages in Article 423, Paragraph 1 of theCompanies Act with Outside Audit & Supervisory
Board Members according to the provisions ofArticle 427, Paragraph 1 of the Companies Act.

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(Deleted)10－Current Articles of Incorporation

Proposed Changes(New)

Article 33: Full-time Audit & Supervisory
Committee Members
The Audit & Supervisory Committee may electfull-time Audit & Supervisory Committee Memberswith a resolution.
Article 34: Notices of the Convocation of the Audit& Supervisory Committee
A notice of the convocation of the Audit &Supervisory Committee shall be issued to each
Audit & Supervisory Committee Member at least
five (5) days prior to the day of the meeting.
However, this period may be shortened in the eventof an emergency.

(New)

Article 35: Method for Resolutions of the Audit &Supervisory Committee
A resolution of the Audit & Supervisory Committee
shall be approved with the presence of a majority of
the Audit & Supervisory Committee Members who
can participate in voting and with a majority of
those votes.

(New)

Article 36: Rules of the Audit & Supervisory
Committee
The matters concerning the Audit & Supervisory
Committee shall be governed according to the rulesof the Audit & Supervisory Committee asestablished by the Audit & Supervisory Committee
in addition to laws and ordinances or theCompany’s Articles of Incorporation.

(New)

Section 6: Calculations
Article 41: (Text omitted)

Section 6: Calculations
Article 37: (As it currently is)

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Current Articles of Incorporation

Proposed Changes

Article 42: Year-end Dividend and Record Date
The Company shall pay a dividend of surplus as ayear-end dividend to shareholders or registeredpledgees of shares with March 31 of every year
serving as the record date according to a resolution at
the Ordinary General Meeting of Shareholders.

(Deleted)

Article 43: Interim Dividend and Record Date
The Company may pay a dividend of surplus as aninterim dividend to shareholders or registeredpledgees with September 30 of every year serving as
the record date according to a resolution of the Boardof Directors.

(Deleted)

Article 38: Dividends of Surplus
The Company may determine the dividend of
surplus and other matters listed in each item of
Article 459, Paragraph 1 of the Companies Act
according to a resolution of the Board of Directors.

(New)

Article 39: Record Dates of Dividends of Surplus
The record date of year-end dividends of theCompany shall be March 31 of every year.
The record date of interim dividends of the Company
shall be September 30 of every year.
In addition to the preceding two paragraphs, theCompany may determine a record date and pay a
dividend of surplus.

(New)

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Current Articles of Incorporation

Proposed Changes

Article 44: (Text omitted)

Article 40: (As it currently is)
Supplementary Provisions
Transitional Measures for the Exemption of Liabilityof Outside Audit & Supervisory Board Members
The agreements to limit the liability for damages in
Article 423, Paragraph 1 of the Companies Act
relating to acts of Outside Audit & Supervisory
Board Members (including those who were Outside
Audit & Supervisory Board Members) before theconclusion of the 153rd Ordinary General Meetingof Shareholders to be held in June 2019 shall begoverned according to the provisions in Article 40 of
the Articles of Incorporation prior to the change witha resolution at the same Ordinary General Meetingof Shareholders.

(New)

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Proposal 3:

Election of Five (5) Directors (Excluding Directors Who Are Audit & Supervisory
Committee Members)

If Proposal 2 “Partial Change to the Articles of Incorporation” is approved as proposed, the Company
will switch to being a company with an Audit & Supervisory Committee and the terms of office of allnine (9) Directors will expire at the time the changes to the Articles of Incorporation take effect.
Accordingly, the Company proposes the election of five (5) Directors (excluding Directors who are
Audit & Supervisory Committee Members); hereinafter, the same in this proposal). This proposal willtake effect on condition that the changes to the Articles of Incorporation in Proposal 2 “Partial Change
to the Articles of Incorporation” take effect.
The candidates for Directors are as follows:
Candidates for Directors

No.

Name
(Date of birth)

Masao Nagita(April 13, 1950)

1

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

Joined the Company

June 2004

General Manager of the Tokyo Branch of theCompany

June 2005

Director and General Manager of the Tokyo
Branch of the Company

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

June 2010

President of Tayca Trading Co., Ltd.

October 2010

Managing Director and General Manager of
the Sales Department of the Company

October 2011

Managing Director of the Company

June 2013

Senior Managing Director of the Company

June 2014

President of the Company (present position)

June 2014

President of Tayca Warehousing Co., Ltd.

April 2017

President of Japan Sericite Corporation(present position)

Number of theCompany’s
shares owned

26,490(Current Responsibilities)
In charge of the Internal Auditing Department, the Osaka
Research Laboratory and Okayama 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 andsales departments since joining the Company. In addition, he has been responsible for management as Presidentof 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 andachievements.

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No.

Name
(Date of birth)

Hirofumi Yamazaki(July 4, 1955)

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 Branchof Dai-Ichi Kangyo Bank, Ltd.

May 2005

General Manager of
Yokohama-Nishiguchi Branch ofMizuho Bank, Ltd.

December 2006

Senior Executive Officer of Mizuho
Credit Guarantee Co., Ltd.

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

May 2011

Joined the Company as Adviser

June 2011

Director of the Company

November 2013

Director and General Manager of the
Accounting Department of the Company

June 2014

Managing Director and General
Manager of the Accounting Departmentof the Company

June 2014

President of Tayca Trading Co., Ltd.

April 2015

Managing Director of the Company

June 2018

Senior Managing Director of theCompany (present position)

2

Number oftheCompany’s
shares owned

9,900(Current Responsibilities)
In charge of the General Affairs Department, the Materials
Compilation Department, the Personnel Department, the
Accounting Department, Okayama Factory and Kumayama
Factory
Reasons for nomination as a candidate for Director:
Hirofumi Yamazaki has extensive insight into finance and corporate management cultivated in his previous
employment. Moreover, he has accumulated plenty of achievements in management departments and factory
departments since joining the Company. The Company proposes his candidacy to continue as Director withthe expectation that he will use these insights and achievements in the management of the Company.

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No.

Name
(Date of birth)Takeshi Hemmi(April 3, 1955)

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 Kosugi
Branch of Dai-Ichi Kangyo Bank, Ltd.

July 2003

General Manager of Kamata-Ekimae
Branch of Mizuho Bank, Ltd.

March 2006

General Manager of the Public BusinessNo. 2 Department of Mizuho Bank, Ltd.

April 2009

Joined the Company as General
Manager of the Sales Department

October 2010

General Manager of the Tokyo Branchof the Company

June 2011

Director and General Manager of theBusiness Promotion Department(Challenge 100) of the Company

April 2012

Director of the Company

June 2015

Managing Director of the Company(present position)

June 2016

President of Tayca Warehousing Co.,
Ltd.

3

Number oftheCompany’s
shares owned

8,400(Current Responsibilities)
In charge of the Business Promotion Department (Challenge100) 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 to continue as Director withthe expectation that he will use these insights and achievements in the management of the Company.

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No.

Name
(Date of birth)

Masahiko Nishino(October 9, 1959)

4

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
Department of the Company

April 2015

General Manager of the Tokyo Branchof the Company

June 2015

Director and General Manager of theTokyo Branch of the Company

June 2017

Director of the Company

June 2017

President of Tayca Trading Co., Ltd.
(present position)

June 2019

Director and General Manager of the
Corporate Planning Department of theCompany (present position)

Number oftheCompany’s
shares owned

3,200(Current Responsibilities)
In charge of the Environmental and Quality Department, and
the Purchasing Department[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 of achievements 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 these insights and achievements in the
management of the Company.

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No.

Name
(Date of birth)Shunji Idei
(March 24, 1964)
5

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

Joined the Company

April 2012

General Manager of the Okayama
Research Laboratory of the Company

April 2015

General Manager of the Sales
Department of the Company

June 2017

General Manager of the Tokyo Branchof the Company

June 2018

Director and General Manager of theTokyo Branch of the Company (present
position)

August 2018

Number oftheCompany’s
shares owned

1,900

President of TFT Corporation (present
position)(Current Responsibilities)
In charge of the Sales Department and the Electronic Ceramicand Devices Department[Significant concurrent positions outside the Company]
President, TFT Corporation
Reasons for nomination as a candidate for Director:
Shunji Idei has accumulated a wealth of business experience and achievements in research departments andsales departments since joining the Company. The Company proposes his candidacy to continue as Director
with the expectation that he will use these experiences and expertise in the management of the Company.

Note: Masao Nagita is President of Japan Sericite Corporation (the Company’s investment ratio: 50%) –an important subsidiary of the Company. The Company has a business relationship with Japan
Sericite Corporation for the purchase of sericite products. There is no special interest between eachof the other candidates and the Company.

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Proposal 4:

Election of Five (5) Directors Who Are Audit & Supervisory Committee Members

If Proposal 2 “Partial Change to the Articles of Incorporation” is approved as proposed, the Company
will switch to being a company with an Audit & Supervisory Committee.
Accordingly, the Company proposes the election of five (5) Directors who are Audit & Supervisory
Committee Members. This proposal will take effect on condition that the changes to the Articles ofIncorporation in Proposal 2 “Partial Change to the Articles of Incorporation” take effect.
The approval of the Audit & Supervisory Board has been obtained for this proposal.
The candidates for Directors who are Audit & Supervisory Committee Members are as follows.
Candidates for Directors Who Are Audit & Supervisory Committee Members

No.

Name
(Date of birth)

Career summary, position and responsibilities(significant concurrent positions outside the Company)
April 1980

Joined the Company

December 2006

General Manager of Tayca Trading Co.,Ltd.

April 2008

General Manager of the Purchasing
Department of the Company

July 2013
Akira Miyazaki(January 3, 1958) July 2013
1

Number of theCompany’s
shares owned

General Manager of the Sales
Department of the Company
General Manager of Tayca Trading Co.,Ltd.

June 2014

Director and General Manager of Tayca
Trading Co., Ltd.

June 2015

Full-time Audit & Supervisory Board
Member of the Company (present
position)

4,500

Reasons for nomination as a candidate for Director who is an Audit & Supervisory Committee Member:
Akira Miyazaki has accumulated a wealth of business experience and achievements in research departments,
sales departments and purchasing departments since joining the Company. The Company proposes his candidacy
as Director who is an Audit & Supervisory Committee Member so that he can reflect his experience and broad
insights in the audits of the Company.

－

19

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No.

Name
(Date of birth)

Hiroyuki Yamada(May 14, 1949)

Career summary, position and responsibilities(significant concurrent positions outside the Company)
April 1972

Joined Yamada Sangyo Co., Ltd.

June 1992

President of Yamada Sangyo Co., Ltd.
(present position)

June 1997

Audit & Supervisory Board Member of
the Company (present position)

Number of theCompany’s
shares owned

0[Significant concurrent positions outside the Company]
President, Yamada Sangyo Co., Ltd.

2

Reasons for nomination as a candidate for Outside Director who is an Audit & Supervisory Committee Member:
The Company proposes the candidacy of Hiroyuki Yamada as Outside Director who is an Audit & Supervisory
Committee Member so that he can reflect his wealth of experience and broad insights as an executive in theaudits of the Company.
Period in office as Outside Director of the Company:
Yamada will have been in office as Outside Audit & Supervisory Board Member for 22 years at the conclusionof this meeting.

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20

－

No.

Name
(Date of birth)

Hitoshi Tanaka(May 7, 1952)

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

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

April 2003

Vice-President of Osaka Bar
Association

June 2013

Audit & Supervisory Board Memberof the Company

June 2014

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

June 2014

Director of the Company (present
position)

3

Number of theCompany’s
shares owned

0[Significant concurrent positions outside the Company]
LawyerReasons for nomination as a candidate for Outside Director who is an Audit & Supervisory Committee Member:
Hitoshi Tanaka is well-versed in corporate legal affairs as a lawyer. The Company proposes his election as
Outside Director who is an Audit & Supervisory Committee Member with the expectation that he will use theprofessional 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 the judgment that he canappropriately 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 five (5) years at the conclusion of this meeting. In
addition, he served as Outside Audit & Supervisory Board Member from June 2013 to June 2014.

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21

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No.

Name
(Date of birth)

Career summary, position and responsibilities(significant concurrent positions outside the Company)
April 1983

Lecturer of the School of Business,
University of Kagawa

April 1984

Associate Professor of the School ofBusiness, University of Kagawa

October 1988

Associate Professor in the School of
Economics of Osaka Prefecture
University

January 1996

Professor in the School of Economics(Graduate School of Economics) of
Osaka Prefecture University

April 2010

Head of the School of Economics ofOsaka Prefecture University

April 2012

Vice-President of Osaka Prefecture
University College of Sustainable System
Sciences and Head of the School ofManagement (Professor in the Graduate
School of Economics, Osaka Prefecture
University)

Koji Yamamoto(December 28, 1954)

4

June 2012

Special Vice-President of Osaka
Prefecture University

June 2014

Audit & Supervisory Board Member of
the Company (present position)

July 2015

Supervisory Auditor of the Osaka
prefectural government (present position)

March 2017

Professor Emeritus of Osaka Prefecture
University (present position)

April 2017

Professor in the Faculty of Business
Administration of Osaka Gakuin
University (present position)

Number oftheCompany’s
shares owned

0[Significant concurrent positions outside the Company]
Professor in the Faculty of Business Administration of Osaka
Gakuin University
Supervisory Auditor of the Osaka prefectural government
Professor Emeritus of Osaka Prefecture University
Reasons for nomination as a candidate for Outside Director who is an Audit & Supervisory Committee Member:
The Company proposes the election of Koji Yamamoto as an Outside Director who is an Audit & Supervisory
Committee Member so that he can reflect his professional knowledge and wealth of experience in accounting as
a longstanding university professor in the audits of the Company. He does not have experience of being involvedin the management of companies in ways other than as an Outside Audit & Supervisory Board Member in thepast, but we made the judgment that he can appropriately perform his duties as Outside Director based on theabove reasons.
Period in office as Outside Director of the Company:
Yamamoto will have been in office as Outside Director for five (5) years at the conclusion of this meeting.

－

22

－

No.

Name
(Date of birth)

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

Associate Professor of Department ofApplied Biology, Faculty of Textile
Science, Kyoto Institute of Technology

April 2006

Professor of Department of Biology,
Faculty of Science, Kobe University

April 2007

Professor of Department of Biology,
Graduate School of Science, Kobe
University (present position)

Mamiko Ozaki
January 2016
(January 30, 1955)

Number of theCompany’s
shares owned

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

June 20160

Director of the Company (present
position)

5[Significant concurrent positions outside the Company]
Professor, Department of Biology, Graduate School of
Science, Kobe University
Chair, Japanese Society for Comparative Physiology andBiochemistry
Reasons for nomination as a candidate for Outside Director who is an Audit & Supervisory Committee
Member:Mamiko Ozaki has been active over many years as a technical researcher. Moreover, she is the first woman toserve as the Chair of the Japanese Society for Comparative Physiology and Biochemistry. The Company
proposes her election as an Outside Director who is an Audit & Supervisory Committee Member with the
expectation that she will use the professional insights and wealth of experience she has cultivated in the
management of the Company. She does not have experience of being involved in the management ofcompanies in ways other than as Outside Director in the past, but we have made the judgment that she canappropriately perform her duties as Outside Director based on the above reasons.
Period in office as Outside Director of the Company:
Ozaki will have been in office as Outside Director for three (3) years at the conclusion of this meeting.

Notes:
1. Hiroyuki Yamada is President of Yamada Sangyo Co., Ltd. The Company has a business relationship(e.g., sale of gypsum) with that company.
In addition, 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. Among the candidates, Hiroyuki Yamada, Hitoshi Tanaka, Koji Yamamoto and Mamiko Ozaki are
candidates for Outside Director. Moreover, the Company has notified the Tokyo Stock Exchange that
Hiroyuki Yamada, Hitoshi Tanaka, Koji Yamamoto and Mamiko Ozaki are Independent Officers. The
Company plans to notify the stock exchange that Hiroyuki Yamada, Hitoshi Tanaka, Koji Yamamoto
and Mamiko Ozaki will continue as Independent Officers.
3. The Company has entered into an agreement with Hiroyuki Yamada、Hitoshi Tanaka、Koji Yamamoto,and Mamiko Ozaki to limit their liability for damages under Article 423, Paragraph 1 of theCompanies Act, and limited the maximum amount of their liability for damages based on said
Agreement to the amount stipulated in Article 425, Paragraph 1 of the Act when both act in good faithand without gross negligence in the performance of their duties. If the election of Hiroyuki Yamada,Hitoshi Tanaka, Koji Yamamoto, and Mamiko Ozaki is approved, the Company plans to continue thislimited liability agreement with them.

－

23

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Proposal 5:

Determination of the Amount of Remuneration for Directors (Excluding Directors
Who Are Audit & Supervisory Committee Members)

If Proposal 2 “Partial Change to the Articles of Incorporation” is approved as proposed, the Company
will switch to being a company with an Audit & Supervisory Committee.
The current amount of remuneration for Directors in the Company was approved as being 310 million
yen or less a year at the 142nd Ordinary General Meeting of Shareholders held on June 27, 2008.
However, this shall be abolished with the switch to being a company with an Audit & Supervisory
Committee. Accordingly, the Company shall determine a new amount of remuneration for Directors(excluding Directors who are Audit & Supervisory Committee Members). We propose that thisamount of remuneration shall be 300 million yen or less a year in consideration of the previous
amount of remuneration of Directors and various circumstances (e.g., the recent economic climate).
The current number of Directors is nine (9) (of these, two (2) are Outside Directors). The number of
Directors (excluding Directors who are Audit & Supervisory Committee Members) in relation to this
proposal shall be five (5) (of these, zero (0) will be Outside Directors) if Proposal 2 and Proposal 3 areapproved as proposed.
This proposal will take effect on condition that the changes to the Articles of Incorporation in Proposal
2 “Partial Change to the Articles of Incorporation” take effect.

－

24

－

Proposal 6:

Determination of the Amount of Remuneration for the Directors Who Are Audit &Supervisory Committee Members

If Proposal 2 “Partial Change to the Articles of Incorporation” is approved as proposed, the Company
will switch to being a company with an Audit & Supervisory Committee.

Accordingly, the Company proposes that the amount of remuneration for the Directors who are Audit& Supervisory Committee Members shall be 70 million yen or less a year in consideration of various
circumstances (e.g., the recent economic climate). The number of Directors who are Audit &Supervisory Committee Members in relation to this proposal shall be five (5) if Proposal 2 andProposal 4 are approved as proposed.

This proposal will take effect on condition that the changes to the Articles of Incorporation in Proposal
2 “Partial Change to the Articles of Incorporation” take effect.

－25－