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 shall prevail.

Securities Code: 6964
June 10, 2019
To our shareholders:
Kiyoshi Takemura, Representative Director and President
SANKO CO., LTD.
959, Hirookanomura, Shiojiri-shi, Nagano

Notice of the 56th Annual General Meeting of Shareholders
You are cordially invited to attend the 56th Annual General Meeting of Shareholders of SANKO 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 in writing. Please review theattached Reference Documents for General Meeting of Shareholders, and indicate your approval or disapproval of
the proposals in the enclosed voting form and then return the form to the Company by postal mail so that your vote
is received by 5:00 p.m. on Tuesday, June 25, 2019 (JST).
1. Date and Time: 10:00 a.m. on Wednesday, June 26, 2019 (JST)
2. Venue:
Conference Room, “MIYABIE” on the 3rd floor of Alpico Plaza Hotel
1-3-21, Fukashi, Matsumoto-shi, Nagano
3. Purpose of the Meeting
Matters to be reported:
1. The Business Report, the Consolidated Financial Statements for the 56th fiscal year (from April 1, 2018 toMarch 31, 2019), and results of audits of the Consolidated Financial Statements by the Financial Auditor
and the Audit and Supervisory Committee
2. The Non-consolidated Financial Statements for the 56th fiscal year (from April 1, 2018 to March 31, 2019)
Matters to be resolved
Proposal No. 1:
Appropriation of Surplus
Proposal No. 2:
Election of Three Directors (Excluding Directors Who Are Audit and Supervisory
Committee Members)
Proposal No. 3:
Election of Three Directors Who Are Audit and Supervisory Committee Members
Proposal No. 4:
Payment of Retirement Benefits for Retiring Directors

Please submit the enclosed voting form to the reception at the venue, when attending the meeting.
- Should amendments arise to the Reference Documents for the General Meeting of Shareholders, the Business
Report, the Non-consolidated Financial Statements and the Consolidated Financial Statements, such amendments
will be posted on the Company’s website (http://www.sko.co.jp).
- If your voting preference is not indicated in any proposal in the voting right exercise form, it shall be considered
as an indication of approval.

-1-

Reference Documents for the General Meeting of Shareholders
Proposals and Reference Information
Proposal No. 1:
Appropriation of Surplus
The Company proposes the appropriation of surplus as follows:
Year-end dividends
The Company regards the return of profit to its shareholders as one of the most important managerial issues,and it is the Company’s basic policy to distribute profits to its shareholders stably. In line with theaforementioned policy, the Company proposes to pay the year-end dividends for the 56th fiscal year as follows:(i) Type of dividend property
To be paid in cash.
(ii) Allotment of dividend property and their aggregate amountThe Company proposes to pay a dividend of ¥13 per common share of the Company.
In this event, the total dividends will be ¥117,303,628.
(iii) Effective date of dividends of surplus
The effective date of the dividends will be June 27, 2019.

-2-Proposal No. 2:

Election of Three Directors (Excluding Directors Who Are Audit and Supervisory CommitteeMembers)

The terms of office of all three currently serving Directors (excluding Directors who are Audit and Supervisory
Committee Members) will expire at the conclusion of this meeting.
Therefore, the Company proposes the election of three Directors (excluding Directors who are Audit and Supervisory
Committee Members).
The Audit and Supervisory Committee has judged that all the three currently serving Directors are well-qualified forthe positions, and has consented to nominate them as the candidates to continue serving as Directors of the Company.
The candidates for Directors (excluding Directors who are Audit and Supervisory Committee Members) are as
follows:
CandidateNo.

Name(Date of birth)

Masanori Tamura(October 4, 1961)
1

Career summary, and position and responsibility in theCompany(Significant concurrent positions outside the Company)
May 1995
Joined the Company
Assistant General Manager of Tokyo Sales
OfficeSept. 1996
General Manager of Corporate Planning
Department
Mar. 1998
General Manager of Corporate Planning
Department and General Manager of General
Affairs and Personnel Department
June 1998
Director, General Manager of Corporate
Planning Department, and General Manager ofGeneral Affairs and Personnel Department
Mar. 2000
Director and General Manager of General
Affairs and Personnel Department
Mar. 2001
Director and General Manager ofAdministrative Division
June 2001
Senior Managing Director and General
Manager of Administrative DivisionDec. 2001
Representative Director and President
Dec. 2010
Representative Director, President, and General
Manager of Development DivisionDec. 2010
Director
June 2011
Director and Chairman
June 2015
Representative Director and Chairman (currentposition)

Number of theCompany’s shares
owned

2,000,920 shares

Reasons for nomination
He is currently responsible for the Company’s management foundation and finances as Representative Director andChairman of the Company, having been involved in management in various fields both domestically and internationally,and he has fulfilled an appropriate role in enhancing corporate value, including making decisions on material mattersaffecting management. He has been nominated again as a candidate for Director because he is expected to contribute
further to the Company in the future.

-3-Candidate
No.

Name
(Date of birth)

Kiyoshi Takemura(April 13, 1957)
2

Career summary, and position and responsibility in theCompany(Significant concurrent positions outside the Company)
July 1983
Joined the Company
Mar. 1997
General Manager of Okaya Factory
Mar. 1999
General Manager of Horigane FactoryJan. 2002
Assistant General Manager of Press Business
Department and General Manager of Horigane
FactoryMar. 2002
Assistant General Manager of Press Business
Department and General Manager of Press
Sales Division
June 2002
Director, Assistant General Manager of Press
Business Department, and General Manager ofPress Sales Division
Oct. 2002
Director, Assistant General Manager of Press
Business Department, General Manager ofPress Sales Division, and General Manager ofTokyo Sales Office
Mar. 2003
Director, General Manager of Kyushu Business
Department, and General Manager of WesternJapan Sales Department
Jan. 2005
Director, General Manager of Kyushu Business
Department, and General Manager of Kyushu
Sales Department
Mar. 2007
Director and General Manager of Kyushu
Business Department
Oct. 2007
Director and General Manager of Press
Business Department
June 2009Managing Director, General Manager of Press
Business Department, and General Manager ofKyushu Business Department
Mar. 2010
Managing Director, General Manager ofKyushu Business Department, and General
Manager of Fukuoka Mino FactoryDec. 2010
Managing Director, General Manager of
Production Division, and General Manager of
Azusagawa FactoryDec. 2010
Director and Assistant General Manager ofProduction Division (For Kyushu)
Apr. 2011
Representative Director and President
Apr. 2011
Representative Director, President, and General
Manager of Production Division
June 2011
Representative Director, President, and General
Manager of Sales DivisionNov. 2014
Representative Director and President
Oct. 2015
Representative Director, President, and General
Manager of Sales Division (current position)

Number of theCompany’s shares
owned

5,000 shares

Reasons for nomination
He is currently responsible for the overall management of sales, production and development divisions as
Representative Director and President of the Company, having been involved in management in various fields both
domestically and internationally, and he has fulfilled an appropriate role in enhancing corporate value, including
making decisions on material matters affecting management. He has been nominated again as a candidate for Director
because he is expected to contribute further to the Company in the future.

-4-Candidate
No.

Name(Date of birth)

Shuya Akahane(December 18, 1960)
3Career summary, and position and responsibility in theCompany(Significant concurrent positions outside the Company)
Mar. 1985
Joined the Company
Mar. 2004
General Manager of Mechatronics
Development Department
Mar. 2006
General Manager of Mechatronics Sales
Department
Nov. 2008
General Manager of Mechatronics
Development Department
Mar. 2009
General Manager of Plastic Unit Development
Department
Dec. 2010
General Manager of Market Development
Department
June 2011Executive Officer and General Manager ofDevelopment Division
June 2015
Executive Officer, General Manager ofDevelopment Division, and General Managerof Component Development Department
June 2017
Director, General Manager of Development
Division, and General Manager of Component
Development Department
Mar. 2018
Director and General Manager of Development
Division (current position)

Number of theCompany’s shares
owned

3,000 shares

Reasons for nomination
He is currently responsible for the development division as Director of the Company, and he has fulfilled an appropriaterole in enhancing corporate value. He has been nominated again as a candidate for Director because he is expected tocontribute further to the Company in the future.
(Note) There is no special interest between any of the candidates and the Company.

-5-Proposal No. 3:

Election of Three Directors Who Are Audit and Supervisory Committee Members

The terms of office of all three currently serving Directors who are Audit and Supervisory Committee Members will
expire at the conclusion of this meeting.
Therefore, the Company proposes the election of three Directors who are Audit and Supervisory Committee
Members.
The consent of the Audit and Supervisory Committee has been obtained for this proposal.
The candidates for Directors who are Audit and Supervisory Committee Members are as follows:
CandidateNo.

123(Notes) 1.
2.
3.
4.

5.

6.
7.

Number of theCareer summary, and position and responsibility in theCompany’s sharesCompanyowned(Significant concurrent positions outside the Company)
Apr. 1981
Joined the National Mutual Insurance
Federation of Agricultural Cooperatives
Apr. 1992
Registered as an attorney at law (Nagano-kenBar Association)
Hiromi Akahane–Apr. 1994
Established Akahane Sogo Law Office (current(March 15, 1957)
position)
Apr. 2011
Outside DirectorJune 2015
Outside Director (Audit and SupervisoryCommittee Member) (current position)
Mar. 1973
Joined the Company
Mar. 2010
Internal Auditor of Internal Audit Office*Mar. 2014
Manager of General Affairs Section, General–Sadao Maeda
Affairs and Personnel Department(February 14, 1955)
Mar. 2018
General Manager of Internal Audit Office(current position)
Apr. 1983
Joined The Hachijuni Bank, Ltd.
May 1989
Resigned from the Bank
*June 1991
Established Tatsuya Shimizu Tax Accounting
Tatsuya Shimizu–Office(May 27, 1959)
June 1991
Established Tatsuya Shimizu Certified
Administrative Procedures Legal SpecialistOffice (current position)
New candidates are indicated by an asterisk (*).
There is no special interest between any of the candidates and the Company.
Hiromi Akahane and Tatsuya Shimizu are candidates for outside Director.
The reasons for the appointment of these two as outside Directors are as follows.
(1) Hiromi Akahane has been nominated as a candidate for outside Director to have his many years of experience andknowledge as an attorney at law may reflected in the Company’s management, and to receive his proposals from an
independent and objective perspective regarding the management that executes business. Although he has never been
directly involved in the management of a company except as an outside Director, the Company judges that he willappropriately fulfill his duties as an outside Director based on the above reasons.
(2) Tatsuya Shimizu has been nominated as a candidate for outside Director to have his abundant experience and broad
insight, cultivated through his experience in financial institutions and as certified public tax accountant, reflected in
the Company’s management, and to receive his proposals from an independent and objective perspective regarding
the management that executes business. Although he has never been directly involved in the management of acompany except as an outside Director, the Company judges that he will appropriately fulfill his duties as an outside
Director based on the above reasons.
Sadao Maeda has held key positions for the Company for many years, has abundant experience and insight regarding theCompany in general, mainly about internal control and the Company judges that he is able to express objective opinionsfrom a neutral standpoint and appropriately perform his duties as Audit and Supervisory Committee Member. Accordingly,
the Company has nominated him as a candidate for Director who is an Audit and Supervisory Committee Member.
Hiromi Akahane is currently an outside Director of the Company and at the conclusion of this meeting he will have been
in office for eight years and two months.
Pursuant to the provisions of Article 427, Paragraph 1 of the Companies Act and Article 29 of the Company’s current
Articles of Incorporation, the Company has concluded an agreement with Hiromi Akahane to limit his liability for damages
stipulated in Article 423, Paragraph 1 of the said Act. The amount of liability for damages as an outside Director under
this agreement is the minimum amount stipulated in Article 425, Paragraph 1 of the said Act. If the reelection of Hiromi
Name(Date of birth)-6-

Akahane is approved as proposed, the Company plans to renew the aforementioned agreement with him. If the electionof Tatsuya Shimizu is approved, the Company plans to enter into the same limited liability agreement with him.
8. The Company has submitted notification to the Tokyo Stock Exchange that Hiromi Akahane has been appointed as anindependent officer as provided for by the aforementioned exchange. If the reelection of Hiromi Akahane is approved, theCompany plans to maintain his position as independent officer. Furthermore, Tatsuya Shimizu satisfies the requirements
for an independent officer as provided for by the aforementioned exchange, and if his election is approved, the Companywill designate him as an independent officer.

-7-

Proposal No. 4:

Payment of Retirement Benefits for Retiring Directors

Junichi Hiraide resigned as Director on March 20, 2019, and Directors who are Audit and Supervisory Committee
Members Ichiro Hata and Tadashi Kusama will retire at the conclusion of this General Meeting of Shareholders. TheCompany would like to pay them a reasonable amount of retirement benefits to reward their services during each of
their terms in accordance with the Company’s internal rules.
Furthermore, we propose that decisions regarding the specific amounts, timing, method, etc., of payment for theretiring Director (excluding the Directors who are Audit and Supervisory Committee Members) be made by theBoard of Directors, and of payment for the retiring Directors who are Audit and Supervisory Committee Members,by consultation among Directors who are Audit and Supervisory Committee Members, respectively.
Also, we confirmed that there were no opinions of note expressed by the Audit & Supervisory Committee with regard
to the payment of retirement benefits to Junichi Hiraide, Director who is not an Audit and Supervisory Committee
Member.
The career summaries of the retiring Directors are as follows:
NameJunichi Hiraide
Ichiro Hata
Tadashi Kusama

June 2015
Mar. 2019
June 2015
June 2015

Career summary
Director of the Company
Resigned as Director
Outside Director who is an Audit and Supervisory Committee Member of theCompany (current position)
Outside Director who is an Audit and Supervisory Committee Member of theCompany (full-time, current position)-8-