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 shallprevail. The Company assumes no responsibility for this translation or for direct, indirect or any other formsof damages arising from the translation.
(Stock Exchange Code 4095)
June 11, 2019
To Shareholders with Voting Rights:
Kazuichi Satomi
ChairmanNihon Parkerizing Co., Ltd.
1-15-1 Nihonbashi, Chuo-ku, TokyoNOTICE OF CONVOCATION OF
THE 134th 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 134th Annual General Meeting of Shareholders of Nihon Parkerizing
Co., Ltd. (the “Company”). The meeting will be held for the purposes described below.
If you are unable to attend the meeting, you may exercise your voting rights in writing by mailing the
Voting Rights Exercise Form, or via the Internet, etc. Please review the attached Reference Documents for the
General Meeting of Shareholders, and exercise your voting rights, no later than 5:15 p.m. Japan time on June
26, 2019.
1. Date and Time:Thursday, June 27, 2019 at 10:00 a.m. Japan time

2. Place:

Conference room on the 2nd floor of the Parker Building located at
1-15-1, Nihonbashi, Chuo-ku, Tokyo, Japan

3. Agenda:
Matters to be reported: 1. The Business Report, Consolidated Financial Statements for theCompany’s 134th Fiscal Year (April 1, 2018 - March 31, 2019) and resultsof audits by the Accounting Auditor and the Audit and Supervisory
Committee of the Consolidated Financial Statements
2. Non-consolidated Financial Statements for the Company’s 134th Fiscal
Year (April 1, 2018 - March 31, 2019)
Proposals to be resolved:
Appropriation of Surplus
Proposal No. 1:
Election of 7 Directors (Excluding Directors Who Serve as Audit andProposal No. 2:
Supervisory Committee Members)
Election of 3 Directors Who Serve as Audit and Supervisory Committee
Proposal No. 3:
Members
Election of 1 Substitute Director Who Serves as Audit and Supervisory
Proposal No. 4:
Committee Member
Election of Accounting Auditor
Proposal No. 5:-1-

* When attending the meeting, please submit the enclosed Voting Rights Exercise Form at the receptiondesk.
* Of the documents to be provided along with this Notice of the General Meeting of Shareholders, Notes toConsolidated Financial Statements and Notes to Non-consolidated Financial Statements are posted on the
Company’s website (https://www.parker.co.jp/) on the Internet, in accordance with provisions of laws andregulations as well as Article 16 of the Company’s Articles of Incorporation and therefore are not includedin the attachments to this Notice.
The attachments to this Notice of the General Meeting of Shareholders and the documents posted on theabove website are the documents audited by the Audit and Supervisory Committee and the Accounting
Auditor when preparing the Audit Report and Independent Auditor’s Report, respectively.
* Any revisions to the Reference Documents for the General Meeting of Shareholders or their attachments
will be posted on the Company’s website (https://www.parker.co.jp/) on the Internet.

-2-

Reference Documents for the General Meeting of Shareholders
Proposals and References
Proposal No. 1:

Appropriation of Surplus

The Company deems returning profits to shareholders as one of its important management issues, and it
determines the distribution of profits by comprehensively considering performance trends, payout ratio, andthe level of internal reserves necessary for future business development.
We will strive to meet our shareholders’ expectations by continuing to pay stable dividends withconsideration for future business development and revenue levels, aiming for a consolidated dividend payout
ratio of around 20%.
Based on the dividend policy described above, we plan to appropriate surplus in the fiscal year underreview as follows.
We propose to pay a year-end dividend for the fiscal year under review of 11 yen per share described
below, considering our consolidated business performance and other factors. As a result, the annual dividend
including the interim dividend will be 22 yen per share.
1. Items concerning year-end dividend(1) Type of dividend property
Cash(2) Items concerning allocation of dividend property to shareholders and the total amount thereof
11 yen per share of common stock in the Company
Total amount: 1,353,588,863 yen(3) Effective date of appropriation of surplus
June 28, 2019
2. Matters concerning appropriation of surplus(1) Items of surplus to be increased and the amount thereof
General reserve: 6,300,000,000 yen(2) Items of surplus to be decreased and the amount thereof
Retained earnings brought forward: 6,300,000,000 yen-3-Proposal No. 2:

Election of 7 Directors (Excluding Directors Who Serve as Audit and Supervisory
Committee Members)

The terms of office of all 8 Directors (excluding Directors who serve as Audit and Supervisory
Committee Members) will expire at the conclusion of this year’s Annual General Meeting of Shareholders.
Accordingly, the election of 7 Directors (excluding Directors who serve as Audit and Supervisory Committee
Members) is proposed.
The candidates for Directors (excluding Directors who serve as Audit and Supervisory Committee
Members) are as follows.
No.

1

2

3

Name
(Date of birth)

Past experience, position in the Company, areas of responsibility
and significant concurrent positions

Number ofshares of theCompany held

April 1985
Joined the Company
July 1987
Director of the Company
January 2000
Managing Director of the Company
Kazuichi Satomi
438,866
June 2003
Senior Managing Director of the Company(December 8, 1947)
Vice President of the Company
June 2005
April 2011
President of the Company
June 2017
Chairman of the Company (to present)[Reason for nomination as candidate for Director]
Mr. Kazuichi Satomi has led overall management of the Company for many years since taking office as Director in 1987.
We have deemed that he is an appropriate person to continue supervising the execution of business and enhance thecorporate value of the Company, based on these experiences and achievements. Therefore, we nominate him as a candidate
for Director.
Joined the Company
April 1971
General Manager of Chukyo Technical Center, Chemicals Div.
April 1998of the Company
Kentaro Sato
8,800
President of Thai Parkerizing Co., Ltd.
June 2003(January 7, 1946)
Vice President of the Company
June 2015
June 2017
President of the Company (to present)[Reason for nomination as candidate for Director]
Mr. Kentaro Sato has extensive expertise and advanced insight into technological development for the chemicals business,and has been responsible for management of the Company and our overseas group companies. We have deemed that he isan appropriate person to continue supervising the execution of business and enhance the corporate value of the Company,
based on these experiences and achievements. Therefore, we nominate him as a candidate for Director.
Joined the Company
April 1983
Department
Manager of Chukyo Dept., Chemicals Div. of theNovember 2012
Company
Hayato Hosogane
10,700
Director of the Company and President of Thai Parkerizing Co.,
June 2015(March 23, 1960)
Ltd.
Director and General Manager of Corporate Planning Div. of theApril 2019
Company (to present)[Reason for nomination as candidate for Director]
Mr. Hayato Hosogane has been responsible for management of our overseas group companies, drawing on his sales
experience in the chemicals business. We have deemed that he is an appropriate person to continue to take charge ofmanagement of the Company, based on these experiences and achievements. Therefore, we nominate him as a candidate for
Director.

-4-

No.

Name
(Date of birth)

5

*
6

*
7

Number ofshares of theCompany held

Joined the Company
General Manager of Accounting Dept. of the Company
17,900
Director and General Manager of Administration Div. of theCompany (to present)[Reason for nomination as candidate for Director]
Mr. Hiroyasu Tamura has a wealth of business experience in the finance and accounting fields, and oversees the
Administration Division. We have deemed that he is an appropriate person to continue to take charge of management of theCompany, based on these experiences and achievements. Therefore, we nominate him as a candidate for Director.
April 1987
Joined the Company
October 2006
General Manager of First Product Development and ResearchCenter, Central Research Laboratories of the Company
April 2012
General Manager of First Research Center, Central ResearchLaboratories of the Company
Masayuki Yoshida
3,766
June 2013
President of PARKER SURFACE TECHNOLOGIES(August 9, 1962)(SHANGHAI) CO., LTD.
June 2017
Director and General Manager of Central Research Laboratoriesof the Company
April 2018
Director and General Manager of Technical Div./Central
Research Laboratories of the Company (to present)[Reason for nomination as candidate for Director]
Mr. Masayuki Yoshida has extensive expertise and advanced insight into technological development in the chemicals
business, and is overseeing the Technical Division. We have deemed that he is an appropriate person to continue to takecharge of management of the Company, based on these experiences and achievements. Therefore, we nominate him as a
candidate for Director.
October 2002
Registered as Attorney-at-law
June 2003
Established Emori Law Office
Shimako Emori
September 2004 Registered as Patent Attorney
0(October 28, 1965)
March 2009
Established Ocean Law Offices (to present)
OutsideApril 2009
Associate Professor of Komazawa University Law School
April 2017
Professor of Komazawa University Law School (to present)[Reason for nomination as candidate for Outside Director]
Ms. Shimako Emori has expertise and a wealth of experience as an attorney-at-law. We have deemed that she will be able
to provide appropriate advice for strengthening the supervisory functions against the Board of Directors and compliancestructure. Although she has never been involved in corporate management other than as an outside officer, we nominate her
as a candidate for Outside Director, based on the reasons stated above.
December 2002 Joined Aozora Bank, Ltd.
Tatsuya Mori
July 2006
Joined Japan Asia Investment Company, Limited0(March 25, 1968)
May 2010
Joined New Horizon Capital Co., Ltd.
OutsideNovember 2012 Established Office-Prifiss (to present)[Reason for nomination as candidate for Outside Director]
Mr. Tatsuya Mori has a wealth of experience and extensive knowledge in corporate management gained through his
involvement in the management of several business corporations as a management consultant. We have deemed that he will
be able to provide appropriate advice for strengthening the supervisory functions of the Board of Directors and corporate
governance structure. Therefore, we nominate him as a candidate for Outside Director.
Hiroyasu Tamura(June 5, 1960)

4

Past experience, position in the Company, areas of responsibility
and significant concurrent positions
April 1983
December 2009
June 2015(Notes) 1. Candidates marked with an asterisk (*) are newly nominated for the position.
2. There are no special conflicts of interest between the candidates and the Company.
3. Ms. Shimako Emori and Mr. Tatsuya Mori are candidates for Outside Directors and for independent officers as
stipulated under the regulations of Tokyo Stock Exchange, Inc.
4. Limited liability agreement
If the appointment of Ms. Shimako Emori and Mr. Tatsuya Mori is approved, the Company intends to enter into alimited liability agreement with them, pursuant to Article 427, Paragraph 1, of the Companies Act and the provisionsof the Articles of Incorporation of the Company.

-5-Proposal No. 3:

Election of 3 Directors Who Serve as Audit and Supervisory Committee Members

The terms of office of all 4 Directors who serve as Audit and Supervisory Committee Members will
expire at the conclusion of this year’s Annual General Meeting of Shareholders. Accordingly, the election of
3 Directors who serve as Audit and Supervisory Committee Members is proposed.
The approval of the Audit and Supervisory Committee has been obtained for this proposal.
The candidates for Directors who serve as Audit and Supervisory Committee Members are as follows.
No.

Name
(Date of birth)

Past experience, position, areas of responsibility and significant concurrent positions

Number ofshares of theCompany held

April 1974

1

*
2

*
3

Joined NIPPON STEEL CORPORATION (currently NIPPONSTEEL CORPORATION)
September 1997 Joined Nippon Steel Information and Communication Systems
Inc. (currently NS Solutions Corporation)
Mitsuru Matsumoto
March 2004
Joined Nittetsu Hitachi Systems Engineering, Inc.
0
(July 9, 1947)
OutsideApril 2005
Deputy General Manager of Sales Administration Div. of Nittetsu
Hitachi Systems Engineering, Inc.
June 2017
Outside Director (Audit and Supervisory Committee Member) of
the Company (to present)[Reason for nomination as candidate for Outside Director who serves as Audit and Supervisory Committee Member]
Mr. Mitsuru Matsumoto has a wealth of experience in the fields of information processing and system development, andhas been appropriately executing his duty as an Audit and Supervisory Committee Member of the Company. We have
deemed that he is able to continue to appropriately execute his duty as an Audit and Supervisory Committee Member froman independent standpoint, based on these experiences and achievements. Although he has never been involved incorporate management other than in the position of outside officer, we nominate him as a candidate for Outside Director
who serves as Audit and Supervisory Committee Member, based on the reasons stated above.
Registered as Attorney-at-law
Masaharu Kubota April 1989
Joined Daini Tokyo Bar Association
0(May 20, 1958)
April 1990
Chief of Jingumae Law Office (to present)
Outside[Reason for nomination as candidate for Outside Director who serves as Audit and Supervisory Committee Member]
Mr. Masaharu Kubota has expertise and a wealth of experience as an attorney-at-law. We have deemed that he is able toappropriately execute his duty as an Audit and Supervisory Committee Member from an independent standpoint. Although
he has never been involved in corporate management directly, we nominate him as a candidate for Outside Director who
serves as Audit and Supervisory Committee Member, based on the reasons stated above.
March 2013
Executive Officer and General Manager of Marketing Planning
Dept. of Nippon Life Insurance Company
March 2015
Executive Officer and Deputy General Manager of Customer
Koji Chika
Service Headquarters of Nippon Life Insurance Company
0March 2017Managing Executive Officer and General Manager of Head Office(June 16, 1962)
Osaka Corporate Marketing Dept. of Nippon Life Insurance
OutsideCompany
April 2019
Representative Director and Vice President of SEIWA
BUSINESS LINK CO. LTD (to present)[Reason for nomination as candidate for Outside Director who serves as Audit and Supervisory Committee Member]
Mr. Koji Chika has a wealth of experience and extensive knowledge in corporate management. We have deemed that he isable to appropriately execute his duty as an Audit and Supervisory Committee Member from an independent standpoint.
Therefore, we nominate him as a candidate for Outside Director who serves as Audit and Supervisory Committee Member.
(Notes) 1. Candidates marked with an asterisk (*) are newly nominated for the position.
2. There are no special conflicts of interest between the candidates and the Company.
3. Mr. Mitsuru Matsumoto, Mr. Masaharu Kubota, and Mr. Koji Chika are candidates for Outside Directors. The
Company has designated Mr. Mitsuru Matsumoto as an independent officer as stipulated under the regulations ofTokyo Stock Exchange, Inc., and registered him as such at the exchange. If his election is approved, the Company
intends to continue his designation as an independent officer. In addition, if the election of Mr. Masaharu Kubota and
Mr. Koji Chika is approved, the Company intends to newly designate them as independent officers.
4. Mr. Mitsuru Matsumoto is currently serving as Outside Director who serves as Audit and Supervisory Committee
Member of the Company. He will have held the position thereof for two years at the conclusion of this year’s Annual
General Meeting of Shareholders.

-6-5. Limited liability agreement
Pursuant to Article 427, Paragraph 1 of the Companies Act and the provisions of the Articles of Incorporation of theCompany, the Company has entered into a limited liability agreement with Mr. Mitsuru Matsumoto to limit his
liability for damages prescribed under Article 423, Paragraph 1 of the Companies Act. If his election is approved, theCompany intends to continue the said agreement with him. In addition, if the election of Mr. Masaharu Kubota and
Mr. Koji Chika is approved, the Company intends to enter into the same limited liability agreement with them.

Proposal No. 4:

Election of 1 Substitute Director Who Serves as Audit and Supervisory Committee
MemberIn order to prepare for a contingency in which the number of Directors who serve as Audit andSupervisory Committee Members falls short of the requisite number stipulated by laws and regulations, theelection of 1 substitute Director who serves as Audit and Supervisory Committee Member is proposed.
The approval of the Audit and Supervisory Committee has been obtained for this proposal.
The candidate for substitute Director who serves as Audit and Supervisory Committee Member is asfollows.
Name(Date of birth)

Past experience, position, areas of responsibility and significant concurrent positions
April 1969

Number ofshares of theCompany held

Joined Mitsui Bank (currently Sumitomo Mitsui Banking
Corporation)
Junichi Tosaka
June 1997
Director of Parker Netsushori Kogyo Co., Ltd
700(August 8, 1945)
June 2011
Representative Director and President of Yuugen Co., Ltd.
June 2018
Advisor of Yuugen Co., Ltd. (to present)[Reason for nomination as candidate for substitute Director who serves as Audit and Supervisory Committee Member]
Mr. Junichi Tosaka has a wealth of experience and extensive knowledge in corporate management. We have deemed that
he is able to appropriately execute his duty as an Audit and Supervisory Committee Member. Therefore, we nominate him
as a candidate for substitute Director who serves as Audit and Supervisory Committee Member.
(Note) There are no special conflicts of interest between the candidate and the Company.

-7-

Proposal No. 5:

Election of Accounting Auditor

Crowe Toyo & Co., the current Accounting Auditor of the Company, will leave the position at theconclusion of this year’s Annual General Meeting of Shareholders due to the expiration of its term of office.
Accordingly, it is proposed to newly elect PricewaterhouseCoopers Aarata LLC as Accounting Auditor inaccordance with the resolution by the Audit and Supervisory Committee.
The reason why the Audit and Supervisory Committee nominated PricewaterhouseCoopers Aarata LLC isthat considering that the current Accounting Auditor has been in its position for many years, the replacementof the Accounting Auditor is expected to bring about an effective audit from a new point of view. In addition,
under the Third Medium-term Management Plan, we have examined Accounting Auditor candidates thathave established global audit structures, and we have deemed that PricewaterhouseCoopers Aarata LLC is anappropriate auditing firm in terms of its expertise, independence, and quality control structure.
The candidate for Accounting Auditor is as follows.
(As of March 31, 2019)
Name
PricewaterhouseCoopers Aarata LLC
Location of major
Otemachi Park Building, 1-1-1 Otemachi, Chiyoda-ku, Tokyo
officeJune 2006
Establishment of PricewaterhouseCoopers Aarata (Joined thePricewaterhouseCoopers (PwC) network as a member firm)
Corporate history July 2015
Changed the corporate name to PwC Aarata institution
July 2016
Converted to a limited liability audit corporation.
Changed the corporate name to PricewaterhouseCoopers Aarata LLC
Capital¥1.0 billion
Composition of Partners
149
personnel
CPAs
917
Overview
Assistant CPAs and those who passed all subjects of exams
604
U.S. CPAs and other specialists
968
Clerks
610
Total
3,248

-8-