Note: This document has been translated from a part of the Japanese original for reference purposes only. In the event ofany discrepancy between this translated document and the Japanese original, the original shall prevail.

Securities Code: 8098
June 1, 2017
To our shareholders:
Katsutaro Inabata
President

Inabata & Co., Ltd.

1-15-14 Minami-semba, Chuo-ku,
Osaka

Notice of Convocation of
the 156th Ordinary General Meeting of Shareholders
You are cordially invited to attend the 156th Ordinary General Meeting of Shareholders of Inabata &Co., Ltd. (the “Company”), which will be held as indicated below.
If you are unable to attend the meeting in person, you may exercise your voting rights inwriting or via the internet, etc. Please review the attached Reference Materials for the General
Meeting of Shareholders, and exercise your voting rights by 5:10 p.m. on Thursday, June 22,2017 (JST) following the instructions given below.

Details
1. Date and Time:

Friday, June 23, 2017, at 10:00 a.m.

2. Place:

Conference room, 9th floor of the Company, Sakaisuji Inabata Building
1-15-14 Minami-semba, Chuo-ku, Osaka

3. Objectives:
Items to be reported
1. The Business Report and the Consolidated Financial Statements for the156th fiscal year (from April 1, 2016 to March 31, 2017), and the resultsof audits of the Consolidated Financial Statements by the accounting
auditor and the audit & supervisory board
2. The Financial Statements for the 156th fiscal year (from April 1, 2016 to
March 31, 2017)
Items to be resolved
Proposal 1:
Election of nine (9) directors
Proposal 2:
Election of one (1) substitute audit & supervisory board member When you attend the meeting, you are kindly requested to present the enclosed Voting Right Exercise Form at thereception of the meeting.
 The Consolidated Financial Statements and the Financial Statements provided in the attached documents to thisNotice of Convocation form part of the Consolidated Financial Statements and the Financial Statements auditedby the audit & supervisory board members and the accounting auditor. Pursuant to the laws and regulations andarticle 15 of the Company’s articles of incorporation, Notes on the Consolidated Financial Statements and Notes
on the Financial Statements are posted on the Company’s website and are not attached to the attached documents
to this Notice of Convocation.

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 If it becomes necessary to make changes to the Reference Materials for the General Meeting of Shareholders, theBusiness Report, the Consolidated Financial Statements and the Financial Statements prior to the day before themeeting, we will notify you of the changes either by postal mail or via the Company’s website.
* The Company’s website: http://www.inabata.co.jp-2-Reference Materials for the General Meeting of Shareholders
Proposal 1:

Election of nine (9) directors

The term of office of all the nine (9) directors will expire at the conclusion of this general
meeting of shareholders.
Accordingly, the Company proposes the election of nine (9) directors.
The candidates for director are as follows:

No.

1

Name
(Date of birth)

Brief career summary, positions and responsibilities
in the Company
Jan. 1989

Joined the Company

Jun. 1995

Director of the Company

Katsutaro Inabata(December 3, 1959)

Jun. 1997

Managing Director of the Company

Jun. 2003

Director and Managing Executive Officer of
the Company

Reappointment

Apr. 2005

Director and Senior Managing Executive
Officer of the Company

Dec. 2005

Director and President of the Company(present)[Reason for nomination as a candidate for director]
Since being appointed as director in 1995, Mr. Katsutaro
Inabata has served as managing director, director and
No. of Company
managing executive officer, and director and senior managing
shares owned
executive officer. Since 2005, he has been director andpresident of the company. He has managed the Company for
60,100many years and possesses abundant experience as a member ofAttendance at meetings the management, so the Company considers him suitablyof the board of directors qualified as a director of the Company and has nominated him
once more as a candidate for director.
16 of 16 (100%)[Tenure as director] 22 years(at the conclusion of this general meeting of shareholders)-3-

Significant concurrent
positions at otherorganizations

–

No.

Name
(Date of birth)

Brief career summary, positions and responsibilities
in the Company
Apr. 1982
Jun. 2004

Toyohiro Akao
(December 19, 1959)

Jun. 2005
Jun. 2010

Reappointment

2

Joined the Company

Significant concurrent
positions at otherorganizations

Director, Inabata Fine
TechCo., Ltd.
General Manager, Display & Imaging Divisionof the Company
Director, Taiwan
Executive Officer of the Company
Inabata Sangyo Co.,
Director and Executive Officer of theLtd.
Company

Apr. 2011

General Manager, Electronics Materials &Equipment Division of the Company

Apr. 2012

General Manager, Information & Electronics
Division I, Information & Electronics Division
II and Information & Electronics Division III
of the Company

Apr. 2013

In charge of Information & Electronics
Division I, Information & Electronics Division
II and Information & Electronics Division III
of the Company

Jun. 2013

Director and Managing Executive Officer of
the Company

Jun. 2014

In charge of Chemicals Division and Life
Industry Division of the Company

Jun. 2015

Director and Senior Managing Executive
Officer of the Company (present)

Apr. 2016

In charge of information & electronics,
chemicals, life industry segments and theAmericas, Europe of the Company (present)[Reason for nomination as a candidate for director]
Mr. Toyohiro Akao has held positions of responsibility in theinformation & electronics segment, one of the Company’s
main segments, for many years. Following his appointment as
director in 2010 as a member of the management, he has
No. of Company
served as director and managing executive officer, and sinceshares owned
2015 he has been a director and senior managing executive
officer, and is in charge of the information & electronics,
15,000chemicals, and life industry segments. He possesses abundant
experience as a member of the management within the
Attendance at meetings
Company, so the Company considers him suitably qualified asof the board of directors
a director of the Company and has nominated him once moreas a candidate for director.
16 of 16 (100%)[Tenure as Director] Seven years(at the conclusion of this general meeting of shareholders)

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No.

Name
(Date of birth)

Kenichi Yokota(November 3, 1962)

Brief career summary, positions and responsibilities
in the Company
Jul. 1996

Joined the Company

Jul. 2004

General Manager, Finance and Accounting
Office of the Company

Jun. 2005

Executive Officer of the Company

Jun. 2008

Director and Executive Officer of theCompany

Reappointment

Significant concurrent
positions at otherorganizations

General Manager, Corporate Planning Officeof the Company
May 2009

In charge of Internal Audit Office of theCompany

Jun. 2009

General Manager, Financial Management
Office of the Company

Apr. 2011

Deputy General Manager, Corporate Planning
Office of the Company

Apr. 2013

In charge of Financial Management Office, and
Deputy General Manager, International
Affiliate Management Office of the Company

Jun. 2013

In charge of Risk Management Office of theCompany

Jun. 2014

Director and Managing Executive Officer of
the Company (present)

3

In charge of Business Process Management
Office of the Company
Apr. 2016

In charge of financial management, investor
relations, business process management, risk
management, international affiliate
management of the Company (present)

Jun. 2016

In charge of general affairs and information
technology of the Company (present)[Reason for nomination as a candidate for director]
Mr. Kenichi Yokota has primarily held positions ofresponsibility in the Company’s financial management for
many years. Following his appointment as director in 2008 as amember of the management, since 2014 he has been director
No. of Company
and managing executive officer, and is in charge ofshares owned
administrative areas such as general affairs, information
11,000technology, financial management, investor relations, businessprocess management, and risk management. He possesses
Attendance at meetings abundant experience as a member of the management withinof the board of directors the Company, so the Company considers him suitably qualified
as a director of the Company and has nominated him once
16 of 16 (100%)
more as a candidate for director.
[Tenure as director] Nine years(at the conclusion of this general meeting of shareholders)

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–

No.

Name
(Date of birth)

Tomohiko Sato
(June 22, 1955)
Reappointment

Brief career summary, positions and responsibilities
in the Company
Apr. 1978

Joined the Company

Jun. 2010

General Manager, Housing & Eco Materials
Division of the Company

Jun. 2012

Executive Officer of the Company

Jun. 2013

Director and Executive Officer of theCompany

Jun. 2015

Director and Managing Executive Officer of
the Company (present)

Significant concurrent
positions at otherorganizations

In charge of Plastics Division II and Housing& Eco Materials Division of the Company

4

Apr. 2016

In charge of housing & eco materials segment,
Assisting Managing Executive Officer ofplastics segment of the Company (present)

Jun. 2016

In charge of human resources of the Company(present)–[Reason for nomination as a candidate for director]
Mr. Tomohiko Sato has held positions of responsibility in the
Company’s housing & eco materials segment for many years.
Following his appointment as director in 2013 as a member of
No. of Company
the management, since 2015 he has been director andshares owned
managing executive officer, and is in charge of the housing &eco materials and the plastics segments. He possesses abundant
16,400experience as a member of the management within the
Company, so the Company considers him suitably qualified as
Attendance at meetingsa director of the Company and has nominated him once moreof the board of directors
as a candidate for director.
16 of 16 (100%)[Tenure as director] Four years(at the conclusion of this general meeting of shareholders)

Masahiro Sugiyama(June 15, 1958)
Reappointment

5Jul. 2002

Joined the Company

Jun. 2010

Executive Officer of the Company
General Manager, Plastics Division II of theCompany

Apr. 2014

General Manager, Information & Electronics
Division I of the Company (present)

Jun. 2016

Director and Executive Officer of theCompany (present)[Reason for nomination as a candidate for director]
Mr. Masahiro Sugiyama has held positions of responsibility inthe plastics segment and the information & electronics
6,900
segment, both of which are major segments for the Company.
He was appointed as director in 2016 as a member of the
Attendance at meetings management. He possesses abundant experience within theof the board of directors Company, so the Company considers him suitably qualified asa director of the Company and has nominated him once more
16 of 16 (100%)
as a candidate for director.
No. of Company
shares owned[Tenure as director] One year
(at the conclusion of this general meeting of shareholders)

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–

No.

Name
(Date of birth)

Noriomi Yasue(March 13, 1957)

6

New candidate

No. of Company
shares owned
1,300

Yoshimasa Takao(March 11, 1951)
Reappointment
Candidate foroutside director

7

Brief career summary, positions and responsibilities
in the Company
Apr. 1980

Joined the Company

Apr. 2013

General Manager, Plastics Division I of theCompany (present)

Apr. 2014

General Manager, Plastics Compound Business
Office of the Company

Jun. 2014

Executive Officer of the Company (present)[Reason for nomination as a candidate for director]
Mr. Noriomi Yasue has worked in positions of responsibility inthe plastics segment, one of the Company’s main segments, formany years. He also has experience as president of domestic
and overseas group companies, and possesses abundant global
and wide-ranging experience, so the Company considers him
suitably qualified as a director of the Company and has
nominated him as a candidate for director.
Apr. 1973

Joined Sumitomo Chemical Co., Ltd.

Jun. 2003

Executive Officer, Sumitomo Chemical Co.,
Ltd.

Jun. 2006

Managing Executive Officer, Sumitomo
Chemical Co., Ltd.

Jun. 2008

Director and Managing Executive Officer,
Sumitomo Chemical Co., Ltd.

Apr. 2009

Representative Director and Senior Managing
Executive Officer, Sumitomo Chemical Co.,Ltd.

Apr. 2012

Representative Director and Executive Vice
President, Sumitomo Chemical Co., Ltd.

Apr. 2015

Director and Executive Deputy Chairman,
Sumitomo Chemical Co., Ltd.

Jun. 2015

Executive Deputy Chairman, Sumitomo
Chemical Co., Ltd.

Jun. 2015

Director of the Company (present)

Jun. 2015

Outside Director, Fuji Oil Company, Ltd.
(present)

Apr. 2016

Advisor, Sumitomo Chemical Co., Ltd.
(present)[Reason for nomination as a candidate for outside director]
Mr. Yoshimasa Takao possesses abundant experience as amember of the management of a general chemicals
No. of Company
manufacturer and holds extensive knowledge of the chemicals
shares owned
industry. He has provided appropriate advice to the board of
directors from an objective perspective, and has sufficiently
0
fulfilled the role that the Company expects of an outside
Attendance at meetings director. Based on the above, the Company considers himof the board of directors suitably qualified as an outside director of the Company andhas nominated him once more as a candidate for outside
16 of 16 (100%)
director.
[Tenure as outside director] Two years(at the conclusion of this general meeting of shareholders)-7-

Significant concurrent
positions at otherorganizations–

Advisor, Sumitomo
Chemical Co., Ltd.
Outside Director, Fuji
Oil Company, Ltd.

No.

Name
(Date of birth)

Katsumi Nakamura(June 23, 1953)
Reappointment
Candidate foroutside director
Independent officer

8

Brief career summary, positions and responsibilities
in the Company
Apr. 1978

Joined Nissan Motor Co., Ltd.

Jan. 2000

Program Director, Program Management
Office, Nissan Motor Co., Ltd.

Apr. 2001

Corporate Vice President, Nissan Motor Co.,
Ltd.

Jul. 2003

President, Dongfeng Motor Co., Ltd. (China)

May 2008

Executive Vice President, Renault S.A.S.
(France)Jun. 2009

Director, Nissan Motor Co., Ltd.

Jun. 2013

Chairman of the Board, Calsonic Kansei Corp.

Jun. 2015

Director of the Company (present)

Jun. 2016

Chairman, Calsonic Kansei Corp. (present)

Jun. 2016

Outside Director, Kansai Airports (present)

Jun. 2016

Director (Outside), Kito Corp. (present)

Significant concurrent
positions at otherorganizations
Chairman, CalsonicKansei Corp.
Outside Director,
Kansai Airports
Director (Outside),
Kito Corp.

[Reason for nomination as a candidate for outside director]
Mr. Katsumi Nakamura has abundant experience and extensive
knowledge as a member of the management of large global
No. of Company
corporations. He has provided appropriate advice to the board
shares ownedof directors from an objective perspective, and has sufficiently
0
fulfilled the role that the Company expects of an outside
director. Based on the above, the Company considers him
Attendance at meetings suitably qualified as an outside director of the Company andof the board of directors has nominated him once more as a candidate for outside
director.
15 of 16 (93.8%)[Tenure as outside director] Two years(at the conclusion of this general meeting of shareholders)

9Apr. 1972

Joined Tokyo Gas Co., Ltd.

Jun. 2003

Executive Officer, Tokyo Gas Co., Ltd.

Toshiyuki Kanisawa(November 23, 1948)

Apr. 2006

Senior Executive Officer, Tokyo Gas Co., Ltd.

Jun. 2007

Director, Senior Executive Officer, Tokyo Gas
Co., Ltd.

New candidate

Apr. 2010

Candidate foroutside director

Representative Director, Executive Vice
President, Tokyo Gas Co., Ltd.

Apr. 2012

Director, Tokyo Gas Co., Ltd.

Jun. 2012

Counselor, Tokyo Gas Co., Ltd. (present)

Jun. 2012

Vice Chairperson, The Japan Gas Association

Independent officer

No. of Company
shares owned
0[Reason for nomination as a candidate for outside director]
Mr. Toshiyuki Kanisawa has abundant experience andextensive knowledge as a member of the management ofJapan’s largest city gas company and a leading company in theenergy sector. The Company expects that he will provide
appropriate advice to the board of directors from an objective
perspective, and believes that he will sufficiently fulfill the roleof outside director. Based on the above, the Company
considers him suitably qualified as an outside director of theCompany and has nominated him as a candidate for outside
director.

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Counselor, Tokyo
Gas Co., Ltd.

(Notes) 1. There are no special interests between the candidates and the Company.
2. Messrs. Noriomi Yasue and Toshiyuki Kanisawa are candidates for new directors.
3. Messrs. Yoshimasa Takao, Katsumi Nakamura and Toshiyuki Kanisawa are candidates for outside
directors.
4. Within the past five years, Mr. Yoshimasa Takao has served as an executive in Sumitomo Chemical Co.,
Ltd., which is a specified affiliated business operator for the Company. The relevant past positions areincluded in the brief career summary provided above.
5. The Company designates Messrs. Katsumi Nakamura and Toshiyuki Kanisawa as independent officers
under the provisions of the Tokyo Stock Exchange, Inc., and submits as such accordingly. When thereelection of Mr. Katsumi Nakamura is approved, he is scheduled to be an independent officer
continuously. As for Mr. Toshiyuki Kanisawa, if his election is approved, he is scheduled to be an
independent officer. Both of them meet the independence criteria set out in the Company’s “criteria for
independence of outside officers” (these criteria are provided on pages 11-12).
6. Messrs. Yoshimasa Takao and Katsumi Nakamura are currently outside directors of the Company, and theCompany has entered into an agreement with them to limit their liability for damages under article 423,
paragraph 1 of the Companies Act. If their reelection is approved, the Company plans to renew therespective agreement with each of them. In addition, if the election of Mr. Toshiyuki Kanisawa isapproved, the Company plans to enter into the same agreement with him to limit his liability for damages.
Pursuant to this agreement, the Company shall set the defined maximum amount of liability for damages,
if he has acted in good faith and without gross negligence in performing his duties, at the minimum
liability amount provided for under article 425, paragraph 1 of the Companies Act.
7. “No. of Company shares owned” is current as of March 31, 2017.

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Proposal 2:

Election of one (1) substitute audit & supervisory board member

The Company proposes the election of the following candidate as substitute for audit &supervisory board member to be ready to fill a vacant position should the number of audit &supervisory board members fall below the number required by laws and regulations and the articles
of incorporation.
Prior consent to this proposal has been obtained from the audit & supervisory board.
The candidate for substitute audit & supervisory board member is as follows:
Name(Date of birth)

Toru Muranaka(June 3, 1965)

Brief career summary
Apr. 1995

Registered as Attorney

Nov. 2007

Partner, Daiichi Law Office, P.C. (present)

May 2014

Audit & Supervisory Board Member, Furuno
Electric Co., Ltd. (present)

Jun. 2015

Outside Audit & Supervisory Board Member,
Suzuken Co., Ltd. (present)

Jun. 2016

External Director, Capcom Co., Ltd. (present)

Reappointment
Candidate for
substitute audit &supervisory board member
Independent officer
No. of Company
shares owned
0[Reason for nomination as a candidate for substitute outside
audit & supervisory board member and reason for determiningthat the candidate would appropriately carry out these duties]
Mr. Toru Muranaka, though never having been directly involvedin corporate management in any form other than as outside
officer, is a qualified attorney, so the Company has determinedthat his wide-ranging knowledge and insight would enable him
to carry out objective, proactive, and fair audits and has
nominated him as a candidate for substitute outside audit &supervisory board member.

Significant concurrent
positions at otherorganizations
Audit & Supervisory
Board Member, Furuno
Electric Co., Ltd.
Outside Audit &Supervisory Board
Member, Suzuken Co.,Ltd.
External Director,
Capcom Co., Ltd.

(Notes) 1. There are no special interests between the candidate and the Company.
2. Mr. Toru Muranaka is a candidate for substitute outside audit & supervisory board member of theCompany.
3. If Mr. Toru Muranaka assumes the office of outside audit & supervisory board member because thenumber of audit & supervisory board members fell below the minimum provided for by laws andregulations and the articles of incorporation, the Company plans to enter into an agreement with him to
limit his liability for damages under article 423, paragraph 1 of the Companies Act. Pursuant to thisagreement, the Company shall set the defined maximum amount of liability for damages, if he has acted
in good faith and without gross negligence in performing his duties, at the minimum liability amountprovided for under article 425, paragraph 1 of the Companies Act.
4. Mr. Toru Muranaka meets the independence criteria set out in the Company’s Criteria for Independence ofOutside Officers (these criteria are provided on pages 11-12) and the requirements for independent
officers stipulated by the Tokyo Stock Exchange, Inc.
5. “No. of Company shares owned” is current as of March 31, 2017.

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<For Reference>
1. Policy and procedure for the appointment of candidates for directors and audit &supervisory board members
When the Company’s board of directors elects executives and appoints candidates for
directors and audit & supervisory board members, the Nomination and Remuneration Committee
which mainly consists of independent outside directors, take measures, for instance, such as
interviewing candidates, to examine credentials and aptitude which would contribute to theimprovement of corporate value in the medium and long term and to ensure the objectivity andfairness of any decision the board of directors makes.
The Company has the Criteria for Independence of Outside Officers, which are set out
in section 2 below, independently in place for the election of outside directors and outside audit &supervisory board members and elects them in accordance with these criteria.
2. Criteria for Independence of Outside Officers
The Company has established criteria concerning the independence of outside directors
and outside audit & supervisory board members of the Company (hereinafter collectively called“outside officers”) as follows, and outside officers who do not meet any of the following
conditions are considered independent.
1. An executive (*1) of the Company or a subsidiary of the Company currently or within thepast 10 years
2. A person who has met any of the following conditions (1) through (7) over the last threeyears(1) A party whose major client or supplier is the Company (*2) or an executive thereof(2) A major client or supplier of the Company (*3) or an executive thereof(3) A consultant, accountant or legal professional who receives a large amount of monetaryconsideration or other property from the Company in addition to compensation as adirector/audit & supervisory board member (*4) (In case it is an organization such as acorporation or an association that receives monetary consideration or property, a party
which belongs to the said organization.)(4) A major shareholder (*5) of the Company or an executive thereof(5) A major lender (*6) of the Company or an executive thereof(6) A party that receives a donation over a certain amount (*7) from the Company or a party
affiliated with an organization that receives a donation from the Company(7) An executive of a company for which an executive of the Company serves concurrently
as outside officer of the said company
3. A spouse or relative within the second degree of kinship of the person in 1. or 2. above
4. A person who has served as outside officer of the Company for over eight years(*1) “Executive” is an executive director, an executive officer or an employee.
(*2) “A party whose major client or supplier is the Company” is one which has received apayment from the Company equivalent to over 2% of its consolidated annual gross sales.
(*3) “Major client or supplier of the Company” is one which has paid to the Company anamount equivalent to over 2% of the Company’s consolidated annual gross sales.

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(*4) “Receives a large amount of monetary consideration or other property from theCompany in addition to compensation as a director/audit & supervisory board member”
means receiving from the Company monetary consideration or property which exceeds
the higher of either 2% of sales or total revenue of such party in addition tocompensation as a director/audit & supervisory board member or 10 million yen.
(*5) “Major shareholder” is one whose ownership ratio of voting rights is 10% or higher.
(*6) “Major lender” is one which has lent the Company an amount equivalent to over 2% of
the Company’s consolidated total assets.
(*7) “A donation over a certain amount” is one over 10 million yen.

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