If you are in any doubt as to any aspect of this announcement or as to the action you
should take, you should consult your licensed securities dealer or registered institution
in securities, bank manager, solicitor, professional accountant or other professional
adviser.
Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong
Limited take no responsibility for the contents of this announcement, make norepresentation as to its accuracy or completeness and expressly disclaim any liability
whatsoever for any loss howsoever arising from or in reliance upon the whole or any
part of the contents of this announcement.

(Incorporated in Japan with limited liability)(Stock Code: 1245)

NOTICE OF ANNUAL GENERAL MEETINGNOTICE IS HEREBY GIVEN THAT the Annual General Meeting of the Company will beheld at 2-1-24, Hohaccho, Koriyama-shi, Fukushima, 963-8811, Japan on Thursday,
27 June 2019 at 10:00 a.m. (Japan time)/9:00 a.m. (Hong Kong time) for the following
purposes:•

To report on the business report* (事業報告) and audited financial report (preparedin accordance with JGAAP) of the Company for the year ended 31 March 2019.

•To report on the non-consolidated financial statements (prepared in accordancewith JGAAP) of the Company for the year ended 31 March 2019.

•

To report on the audited financial statements (prepared in accordance with IFRS) ofthe Company and the reports of the Directors and the auditor for the year ended
31 March 2019.

•

To consider, and if thought fit, pass the following resolutions as ordinary resolutions,with or without amendments:
ORDINARY RESOLUTIONS
1.

To re-elect Mr. Hisanori TANIGUCHI (formerly known as Mr. JEONG Seonggi)
as an Executive Director.

2.

To re-elect Mr. Hiroshi BANNAI as a Non-executive Director.

3.

To re-elect Mr. Hiroaki MORITA as an Independent Non-executive Director/
external Director* (社外取締役).
–1–4.

To re-elect Mr. Michio MINAKATA as an Independent Non-executive Director/
external Director* (社外取締役).

5.

To re-elect Mr. Yoshihiro KOIZUMI as an Independent Non-executive Director/
external Director* (社外取締役).

6.

To elect Mr. Akinori OHISHI (大石明徳) as an Executive Director.

7.

To elect Mr. Masataka WATANABE (渡辺将敬) as an Executive Director.

8.

To elect Mr. Kuraji KUTSUWATA (轡田倉治) as an Independent Non-executiveDirector/external Director* (社外取締役).

9.

To re-appoint PricewaterhouseCoopers Aarata LLC as the accounting auditorof the Company pursuant to the Japan Companies Act.

10. To re-appoint PricewaterhouseCoopers as the auditor of the Company
pursuant to the Listing Rules.
11A. THAT:(a)subject to paragraph (c) below and the requirements under the Articles,
the Listing Rules and all applicable laws and regulations in Hong Kongand Japan, the Issuing Mandate, which is a general unconditional
mandate be and is hereby given to the Board during the Relevant Period
to exercise all the powers of the Company to allot, issue and deal withany Shares which would or might require the exercise of such power;(b)

the approval in paragraph (a) above shall authorise the Directors during
the Relevant Period to make or grant offers or agreements which wouldor might require the Shares to be allotted and issued during the Relevant
Period;(c)the aggregate number of the Shares allotted or issued or agreed
conditionally or unconditionally to be allotted and issued by the Board
pursuant to the approval in paragraph (a) above, other than pursuant to (i)a Rights Issue; or (ii) any specific authority granted by the Shareholders ingeneral meeting(s), shall not exceed 20 percent of the total number ofShares issued by the Company as at the date of passing of thisResolution;and(d)the allottees under the Issuing Mandate shall pay a minimal per Sharesubscription price of no less than 90% of the average closing market
price for the five preceding trading days on which the Shares were tradedon the Stock Exchange prior to the issue and allotments of Shares
thereunder.

–2–11B. THAT:(a)subject to paragraph (b) below, the Repurchase Mandate, which is ageneral unconditional mandate be and is hereby given to the Board
authorising it to exercise during the Relevant Period all powers for and on
behalf of the Company to repurchase Shares on the Stock Exchange oron any other stock exchange on which the Shares maybe listed and isrecognised by the SFC or the Stock Exchange for this purpose, subject
to and in accordance with the Articles, all applicable laws and regulationsin Hong Kong and Japan,and the requirements of the Listing Rules andany other stock exchange on which the securities of the Company may
be listed, as amended from time to time, be and is hereby unconditionallyapproved; and(b)the aggregate number of the Shares that could be repurchased by theCompany pursuant to the approval in paragraph (a) above during theRelevant Period (as hereinafter defined) shall not exceed 10 percent of
the total number of Shares issued by the Company as at the date ofpassing of this Resolution, and the authority granted pursuant toparagraph (a) above shall be limited accordingly.

11C. THAT:
conditional upon Resolutions 11A and 11B above being passed, during theRelevant Period the general mandate granted to the Board for the time being
in force to exercise the powers of the Company to allot, issue and deal in any
unissued Shares pursuant to Resolution 11A above be and is hereby extended
by the addition of the aggregate number of Shares repurchased by theCompany under the authority granted pursuant to Resolution 11B above to theaggregate number of the Shares which may be allotted and issued or agreed
conditionally or unconditionally to be allotted and issued by the Board undersuch general mandate.
On behalf of the Board of株式会社ニラク ジー シー ホールディングス
NIRAKU GC HOLDINGS, INC.*
Hisanori TANIGUCHI(formerly known as JEONG Seonggi)
Chairman, Executive Director and Chief Executive Officer
Fukushima, Japan, 5 June 2019*For identification purpose only–3–As at the date of this notice, the Directors are as follows:
Executive Director:

Mr. Hisanori TANIGUCHI(formerly known as JEONG Seonggi)(Chairman)

Non-executive Director:

Mr. Hiroshi BANNAI

Independent Non-executive Directors:

Mr. Hiroaki MORITA
Mr. Michio MINAKATA
Mr. Yoshihiro KOIZUMIHeadquarters in Japan and registered office:1-1-39,Hohaccho
Koriyama-shi
Fukushima, Japan 963-8811

Principal place of business in Hong Kong:

Room 805B, 8th Floor
Tsim Sha Tsui Centre
66 Mody Road, Kowloon
Hong Kong

Notes:
1.

Attendance in person
Shareholders who intend to attend the Annual General Meeting in person must bring along an
acceptable identification document such as passport, Hong Kong identity card or driver’s license.
Their signatures will also be verified against the specimen signatures kept by the Hong Kong ShareRegistrar.
Appointing a proxyEvery Shareholder who is entitled to attend and vote in the Annual General Meeting may appoint
another person as his/her proxy to attend and vote on his/her behalf. Corporate Shareholders may
appoint corporate representatives to attend or vote on its behalf. A Shareholder (including nomineecompanies) who is the holder of two or more Shares may appoint multiple proxies or corporate
representatives to represent him/her and vote on his/her behalf in the Annual General Meeting. A
proxy or corporate representative needs not to be a Shareholder and there is no limitation or
restriction over the qualification and identity of the proxies and/or corporate representativesappointed. A proxy or corporate representative is entitled to the same powers as if he/she was theShareholder himself/herself providing that he/she can provide a duly signed form of proxy.
To be valid, the accompanying form of proxy, together with the power of attorney or other authority(if any) under which it is signed (or a notarially certified copy of that power or authority), must becompleted in accordance with the instructions printed thereon and returned to the Company’s Hong
Kong Share Registrar at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wan Chai, Hong
Kong not less than 48 hours before the time appointed for holding the Annual General Meeting (i.e.
before 10:00 a.m. (Japan time)/9:00 a.m. (Hong Kong time) on Tuesday, 25 June 2019). Completion
and return of the form of proxy will not preclude a Shareholder from attending the Annual General
Meeting and voting in person if he/she so wishes.
Shareholders may also appoint the Chairman of the Annual General Meeting as their proxy. To doso, follow the instructions printed on the accompanying form of proxy.

–4–

2.

Where there are joint holders of any share, any one of such persons may vote at the Annual GeneralMeeting, either personally or by proxy, in respect of such share as if he were solely entitled thereto;but if more than one of such joint holders be present at the Annual General Meeting personally or byproxy, that one of the said persons so present whose name stands first on the Share Register inrespect of such share will alone be entitled to vote in respect thereof.

3.

All resolutions at the Annual General Meeting will be decided by poll.

4.

The right to attend and vote at the Annual General Meeting will be granted to the Shareholders
whose names appear on the Share Register at the close of business on Friday, 21 June 2019. Inorder to be eligible to attend and vote at the Annual General Meeting, all properly completed, duly
stamped and executed transfer documents accompanied by the relevant share certificates should
be lodged with the Hong Kong Share Registrar at Shops 1712–1716, 17th Floor, Hopewell Centre,
183 Queen’s Road East, Wan Chai, Hong Kong before 5: 30 p.m. (Japan time)/4: 30 p.m. (HongKong time) on Friday, 21 June 2019.

5.

CCASS Beneficial Owners who hold pecuniary interests and voting rights in the Company withrespect to the Shares deposited into CCASS and registered in the name of HKSCC Nominees are
not recognised as Shareholders under the Japan Companies Act. HKSCC Nominees will exercise
the entitled voting rights of the CCASS Beneficial Owners in accordance with the individual
arrangements between HKSCC Nominees and the CCASS Beneficial Owners or their respective
brokers and the operational rules of CCASS.

6.

A Shareholder who holds the Shares as a nominee on behalf of others may elect to cast his/hervotes in different ways, casting his/her votes partly for and partly against a resolution by completinga notification form in accordance with the instructions printed thereon. Such notification form isavailable on the Company’s website at www.ngch.co.jp and the Stock Exchange’s website atwww.hkexnews.com and must be returned to the Company’s Hong Kong Share Registrar at 17M
Floor, Hopewell Centre, 183 Queen’s Road East, Wan Chai, Hong Kong not less than 72 hours
before the time appointed for holding the Annual General Meeting. Shareholders have the option tomake a permanent election to cast their votes in different ways at all forthcoming general meetings,
which may be withdrawn in by writing to the Hong Kong Share Registrar.

As at the date of this announcement, the executive director of the Company is Hisanori
TANIGUCHI (also known as JEONG Seonggi); the non-executive director of theCompany is Hiroshi BANNAI; and the independent non-executive directors of theCompany are Hiroaki MORITA, Michio MINAKATA and Yoshihiro KOIZUMI.
*for identification purpose only–5–