NIPRO CORPORATION 
By （Translation）
Securities Identification Code: 8086
June 9 2014
NIPRO CORPORATION3-9-3, Honjo-nishi, Kita-ku, Osaka, Osaka Prefecture
Yoshihiko Sano, President and Representative Director
Notice of Annual General Meeting of Shareholders for Fiscal Dear Shareholders, 2013 (61st Business Year)Please be advised that the 61th general meeting of shareholders of NIPRO CORPORATION (the "Company") will be held on the date and at the place designated below; we request your attendance.
In the event you cannot attend the meeting personally, you may exercise your voting right by submitting your proxy via the form attached to this Notice. Please read the enclosed reference document for the general meeting, fill in your vote "For" or "Against" each agenda to be resolved at the general meeting, affix your signature or personal seal, and return the completed proxy so that we receive it by 17:00 on June 25, 2014 (Wednesday).Notice
1. Date and Time: June 26, 2014 (Thursday), at 10:00 a.m.
2. Place of meeting: Kusatsu NIPRO HALL
3023, Noji-cho, Kusatsu City, Shiga Prefecture
3. Meeting Agenda
Reports 1. Business report for fiscal 2013 (the 61st business year of NIPRO) from April 1, 2013 to March 31, 2014, consolidated financial statements for fiscal 2013 and report by independent auditing firm and council of statutory auditors on the Company consolidated financial statements for fiscal 2013
2. The Company financial statements for fiscal 2013 (the 61st
business year of it) from April 1, 2013 to March 31, 2014
Matters Resolved
Agenda No. 1 Disposition of surpluses
Agenda No. 2 Election of twenty-eight (28) Directors
Agenda No. 3 Election of one (1) Reserve Statutory Auditor
○ We request that shareholders who are attending the meeting personally also complete the enclosed proxy form and hand it to the receptionist on the meeting day.
○ If, after this Notice, any modification or change is made to the enclosed reference
document for the general meeting of shareholders, business report, non-consolidated and consolidated financial statements, it will be announced on the Internet Website of
NIPRO CORPORATION (http://www.nipro.co.jp/).
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Reference to a General Meeting of Shareholders Matters to be resolved and relevant information Proposal No. 1 Disposition of surpluses
The Company has a business policy that emphasizes distribution of profit to shareholders. The Company endeavors, from a long-range perspective, to strengthen the structure of the development, production and sales departments, with the aim of improving the profitability of its businesses. At the same time, the Company employs a rational profit distribution system, under which profit is distributed on the basis of the operational results for the year.
At this term, we take into consideration the balance of surplus and inside reservation fund with checking the future's business development and our fund's demand on the basis of the above-mentioned policy, and we cope with disposition of surpluses as follows.
1. Year-end dividends
(1) Description of dividends: Cash
(2) Allotment of dividends to shareholders, and aggregate amount
14.50 yen per common share of the Company. Total: 2,202,782,087yen
Combined with the interim dividends of 16 yen per share already paid, the annual dividend for the year ended March 31, 2014 will be 30.50 yen per share.
(3) Effective date of profit distribution: June 27, 2014
2. Other information relating to the disposition of surpluses
(1) Increased surplus items and their amount
General reserve: 6,200,000,000 yen
(2) Decreased surplus items and their amount
Earned surpluses carried forward: 6,200,000,000 yen
The office term of the all (27) directors will expire at the close of the general meeting of shareholders for the year.
To strengthen our corporate governance and expand our management infrastructure, we propose adding one(1) outside director, and as a result twenty-eight (28) directors will be elected.
The candidates for the director's positions are as follows.
No. | Name (Date of birth) | Brief history of career, title, and position within the Company; important career in other companies | Number of Company shares owned | |
1 | Yoshihiko Sano (January 16, 1945) | Nov. 1975 Feb. 1993 Jun. 2000 Jun. 2000 Apr. 2001 Jun. 2006 May. 2012 Jun.2012 | Joined Kabushiki Kaisha NIPRO Director and Assistant Manager of Marketing Division of the same company Director and Manager of Marketing Division of the same company Director of the Company Director and Assistant Manager of Domestic Division of the Company Managing Director and Manager of Domestic Division of the Company President and Representative Director and Manager of Domestic Division of the Company President and Representative Director and Manager of Material Division of | 54,125shares |
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Oct.2012 | the Company President and Representative Director of the Company (to present) | |||
2 | Makoto Sato (March 26, 1948) | Dec. 1996 Jun. 1997 Apr. 2001 Jun. 2006 Oct.2012 Apr.2014 Jun.2013 | Joined the Company Manager of Pharmaceutical R&D Division , Medical Division of the Company Director and Manager of Pharmaceutical R&D Division, Medical Division of the Company Director and Manager of Pharmaceutical Research Center, Manufacturing Technology/R&D Division of the Company Managing Director and Manager of Pharmaceutical R&D Division of the Company Managing Director and Manager of Pharmaceutical Division and Business Promotion Department, of the Company Managing Director and Manager of Pharmaceutical Division of the Company (Important concurrent situation) Representative chairman of Nipro Pharma Corporation (to present) | 20,000 shares |
3 | Kazuo Wakatsuki (May 19, 1945) | Jan. 1992 Apr. 1996 Jun. 2000 Apr. 2001 Apr. 2003 Jun.2008 | Joined the Company Manager of 2nd International Marketing Department, Medical Division of the Company Director and Manager of 2nd International Marketing Department, Medical Division of the Company Director and Manager of 2nd International Marketing Department, Global Business Division of the Company Director and Manager of International Marketing Department, Global Business Division of the Company Managing Director and Manager of Global Business Division of the Company (to present) | 22,034shares |
4 | Kiyotaka Yoshioka (April 29, 1953) | Apr. 1976 Feb. 1993 Jun. 1997 Apr. 2003 Oct. 2003 Jun. 2006 Jun.2012 Feb.2013 | Joined Kabushiki Kaisha NIPRO Manager of Nagoya Branch Office of the same company Manager of 2nd Tokyo Branch Office of the same company Manager of Kanto Marketing Department, Domestic Division of the Company Manager of Tokyo Metropolitan Area Marketing Department, Domestic Division of the Company Director and Manager of Marketing Department, Domestic Division of the Company Managing Director and Manager of Domestic Division of the Company Managing Director and Manager of Domestic Division and General Manager of Business Strategy Office of the Company (to present) | 10,000 shares |
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5 | Toshiaki Masuda (September 2, 1952) | Apr. 1975 Apr. 2003 Jul. 2006 Apr. 2008 Jun. 2008 Nov. 2008 Nov. 2010 Jun.2012 | Joined the Company Manager of Dialysis Product Marketing Department, Domestic Division of the Company Manager of Dialysis Product Development/Marketing Department And Manager of High-Performance Product Development/Marketing Department, Domestic Division of the Company Manager of Product Development/Marketing Department and Manager of cardiovascular surgical Product Development/Marketing Department, Domestic Division of the Company Director and Manager of Product Development/Marketing Department, Domestic Division of the Company Director and Manager of Product Development/Marketing Department,, Domestic Division and Manager of Research & Development Laboratory, Manufacturing Technology/R&D Division of the Company Director and Manager of Product Development/Marketing Department, Domestic Division and Manager of Research & Development Laboratory of the company Managing Director and Manager of Research & Development Laboratory of the Company (to present) | 11,397shares |
6 | Kyoetsu Kobayashi (May 19, 1955) | Jan. 1981 Apr. 1998 Jul. 1999 Aug. 2001 Sep. 2003 Apr. 2004 Jun. 2009 Nov. 2010 Apr.2014 | Joined Nipro Medical Industries Ltd. Manufacturing Department Ⅱ General Manager of Ohdate Factory of the Company Manufacturing Department Ⅴ General Manager of Ohdate Factory of the Company Manufacturing Department Ⅲ General Manager of Ohdate Factory, Manufacturing Technology/ R&D Division of the Company Manufacturing Department Ⅰ General Manager of Ohdate Factory, Manufacturing Technology/ R&D Division of the Company Manager of Ohdate Factory, Manufacturing Technology/ R&D Division of the Company Director and Manager of Ohdate Factory, Manufacturing Technology/ R&D Division of the Company Director and Manager of Ohdate Factory of the Company Managing Director and General Manager of Global Production Division and Manager of Ohdate Factory of the Company (to present) | 13,325shares |
7 | Akihiko Yamabe (June 23, 1941) | Mar. 1965 Feb. 1987 Jun. 1989 Apr. 2004 Jun. 2009 | Joined the Company Manager of Accounting Division of the Company Director and Manager of Accounting Division of the Company Director and Manager of General Accounting Division of the Company Director and Manager of Accounting Division of the Company (to present) | 51,728shares |
8 | Mitsutaka Ueda (January 26, 1956) | Apr. 1976 Apr. 2008 Jun. 2009 Jun.2012 | Joined Kabushiki Kaisha NIPRO Deputy General Manager of Medical Instrument Section, Domestic Division of the Company Director and Assistant General Manager of Marketing Department and Manager of Medical Instrument Section, Domestic Division of the Company Director and General Manager of | 11,932shares |
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Marketing Department and Manager of Medical Instrument Section, Domestic Division of the Company (to present) | ||||
9 | Tsuyoshi Yamazaki (March 30, 1968) | Apr. 1991 Feb. 2009 Jun. 2009 Apr. 2012 Jan.2014 | Joined the Company Deputy General Manager of NIPRO Brand Sales Department, Global Business Division of the Company Director and Manager of NIPRO Brand Sales Department, Global Business Division of the Company Director and Manager of International Marketing Department,Global Business Division of the Company Director and Manager of Global Strategy Section, Global Business Division of the Company (to present) | 14,965shares |
10 | Hideo Okamoto (August 7, 1944) | Mar. 1964 Jun. 1996 Jul. 1996 Nov. 2007 Jun. 2009 Jul. 2009 Jun.2010 Apr. 2011 Oct.2012 Apr.2013 | Joined the Company Manager of Otsu Factory of the Company General Manager of Shanghai Nissho Vacuum Flask Refill Co., Ltd. Technology professional Manager of R&D Division Ⅰ , Research & Development Laboratory, Manufacturing technology/ R&D Division of the Company Director and Technology professional Manager of R&D Division I. Research & Development Laboratory, Manufacturing technology/R&D Division of the Company Director and Manufacturing technology Manager and International Business Operation Manager of Glass & Material Development Division of the Company Director and Manager of Glass & Material Development Division of the company Director and Manager of Glass & Material Department, Material Division of the Company Director and Manager of MP Glass Division and Glass & Material Department of the company Director and Manager of MP Glass Division of the company (to present) | 24,323shares |
11 | Masanobu Iwasa (July 21, 1958) | Apr. 1982 Apr. 2008 Jun. 2009 Apr. 2011 Oct.2012 Apr.2014 | Joined the Company Manager of Medical Business Promotion Department, Glass & Material Development Division of the Company Director and Manager of Medical Business Promotion Department, Glass & Material Development Division of the Company Director and Manager of Medical Business Promotion Department, Material Division of the Company Director and General Manager of Pharmaceutical Device Development Department and Administration Department, Pharmaceutical Division of the Company Director and General Manager of Medical System Development Department and Administration Department, Pharmaceutical Division of the Company (to present) | 12,728shares |
12 | Yozo Sawada (August 4, 1947) | Oct. 2002 Aug. 2004 Apr. 2008 | Joined the Company Intellectual Property Department General Manager of the Company Intellectual Property Department General | 4,899shares |
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Jun. 2009 | Manager of the Company Director and Intellectual Property Department General Manager of the Company (to present) | |||
13 | Kimihito Minoura (October 12, 1972) | Apr. 1995 Apr. 2005 Jun. 2009 | Joined the Company Accounting & Corporate Planning Division Manager of the Company Director and Corporate Planning & Coordination Department Manager of the Company (to present) | 14,765shares |
14 | Hideto Nakamura (April 1, 1958) | Apr. 1980 Apr. 2008 Jun. 2009 | Joined the Company Deputy General Manager of Human Resources/ General Affairs Division of the Company Director and Manager of Human Resources/ General Affairs Division of the Company (to present) | 16,660shares |
15 | Yasushi Kutsukawa (June 13. 1957) | Apr. 1980 Apr. 1999 Apr. 2001 Apr. 2008 May. 2010 Jun. 2010 Oct. 2010 Jun.2012 Feb.2013 | Joined Kabushiki Kaisha NIPRO Manager of Kanto Branch Ⅰ , Kita Kanto Sales Department, Domestic Department of the Company Manager of Tokyo Branch Ⅰ , Shutoken Sales Department, Domestic Division of the Company Deputy General Manager of Chubu Sales Department, Domestic Division of the Company Manager of Chubu Sales Department, Domestic Division of the Company Director and Assistant General Manager of Marketing Department, Domestic Division and Manager Chubu Sales Department of the Company Director and Assistant General Manager of Marketing Department, Domestic Division of the Company Director and General Manager of Marketing Department, Domestic Division of the Company Director and General Manager of Medical Sales & Marketing HQ Department, Domestic Division of the Company (to present) | 5,365shares |
16 | Masayuki Ito (December 10. 1957) | Apr. 1980 Apr. 2008 May. 2010 Jun. 2010 | Joined the Company Deputy General Manager of Products Sales and Development DepartmentⅠ , Domestic Division of the Company Manager of Products Sales and Development Department Ⅰ , Domestic Division of the Company Director and Manager of Products Sales and Development Department Ⅰ , Domestic Division of the Company (to present) | 5,890shares |
17 | Itsuo Akasaki (October 15. 1953) | Jan. 1973 Apr. 2005 Apr. 2008 Jun. 2010 Apr. 2011 | Joined the Company Deputy General Manager of Tokyo Sales Department, Glass & Material Department of the Company Manager of Tokyo Sales Department, Glass & Material Development Division of the Company Director and Manager of Tokyo Sales Department, Glass & Material Development Division of the Company Director and Manager of Tokyo Sales Department, Material Division of the Company | 8,582shares |
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Oct.2012 Apr.2014 | Director and General Manager of Packaging & Material Department, Pharmaceutical Division of the Company Director and General Manager of Medical System Sales Department, Pharmaceutical Division of the Company (to present) | |||
18 | Kazuhiko Sano (January 6. 1952) | Mar. 1974 Apr. 2001 Mar. 2006 Apr. 2006 Jun. 2010 Nov. 2010 Apr.2013 Apr.2014 | Joined the Company Deputy General Manager of Research & Development Department Ⅰ , Research & Development Laboratory of the Company Manager of Reserch & Development Department Ⅰ , Research & Development Laboratory of the Company Manager of Research & Development Department Ⅰ , Research & Development Laboratory, Manufacturing Technology/ R&D Division of the Company Director and Manager of Research & Development Department Ⅰ , Research & Development Laboratory, Manufacturing Technology/ R&D Division of the Company Director and Manager of Research & Development Department Ⅰ , Research & Development Laboratory of the Company Director and Manager of Production Technology Center of the Company Director and Assistant General Manager of Global Production Division and Manager of Production Technology Center of the Company (to present) | 4,787shares |
19 | Akio Shirasu (November 25. 1960) | Apr. 1985 Apr. 2007 Apr. 2009 Jun. 2010 Nov. 2010 Jun.2012 | Joined the Company Manager of Research & Development Department Ⅵ, Research & Development Laboratory of the Company Manager of Artificial Organs Development Center, Research & Development Laboratory, Manufacturing Technology/ R&D Division of the Company Director and Manager of Artificial Organs Development Center, Research & Development Laboratory, Manufacturing Technology/ R&D Division of the Company Director and Manager of Artificial Organs Development Center, Research & Development Laboratory of the Company Director and Manager of Global Product Solutions Department, Global Business Division of the Company (to present) | 5,987shares |
20 | Hiroshi Yoshida (January 21. 1962) | Apr. 1984 Apr. 2005 Jun. 2010 Nov. 2010 | J Joined the Company Manager of Research & Development Department Ⅲ , Research & Development Laboratory, Manufacturing Technology/ R&D Division of the Company Director and Manager of Research & Development Department Ⅲ , Research & Development Laboratory, Manufacturing Technology/ R&D Division of the Company Director and Manager of Research & Development Department Ⅲ , Research & Development Laboratory of the Company (to present) | 7,523shares |
21 | Hiroshi Sudo (January 21. 1961) | Apr. 1985 Apr. 2005 | Joined the Company Deputy General Manager of Management Department, Research & Development | 9,258shares |
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Apr. 2009 Jun. 2010 Nov. 2010 | Laboratory, Manufacturing Technology/ R&D Division of the Company Manager of Research & Development Department Ⅱ , Research & Development Laboratory, Manufacturing Technology/ R&D Division of the Company Director and Manager of Research & Development Department Ⅱ , Research & Development Laboratory, Manufacturing Technology/ R&D Division of the Company Director and Manager of Research & Development Department Ⅱ , Research & Development Laboratory of the Company (to present) | |||
22 | Takeo Kikuchi (March 7. 1951) | Feb. 1997 Apr. 2001 Aug. 2007 Jun. 2010 Nov. 2010 Oct.2012 | Joined the Company Director of Planning and Administration Office, Pharmaceutical Research Center of the Company Manager of Research Planning Office, Pharmaceutical Research Center, Manufacturing Technology/ R&D Division of the Company Manager of Research Planning Office, Pharmaceutical Research Center, Manufacturing Technology/ R&D Division of the Company Director and Manager of Pharmaceutical Research Center, Manufacturing Technology/ R&D Division of the Company Director and Manager of Pharmaceutical Research Center of the Company Director and Manager of Pharmaceutical Research Center, Pharmaceutical Division of the company (to present) | 9,200shares |
23 | Kenichi Nishida (January 13. 1970) | Apr. 1994 Apr. 2007 Aug. 2007 Jun. 2010 Nov. 2010 Oct.2012 | Joined the Company Chief Researcher of Research Planning Office, Pharmaceutical Research Center, Manufacturing Technology/ R&D Division of the Company Section Chief of Research Planning Office, Pharmaceutical Research Center, Manufacturing Technology/ R&D Division of the Company Director and Manager of Research Planning Office, Pharmaceutical Research Center, Manufacturing Technology/ R&D Division of the Company Director and Manager of Research Planning Office, Pharmaceutical Research Center of the Company Director and General Manager of Development Promotion Department, Pharmaceutical Division of the Company (to present) | 2,778shares |
24 | Toyoshi Yoshida (March 15. 1963) | Apr. 1988 Apr. 2005 Apr. 2008 Jun. 2010 Apr. 2011 | Joined the Company Deputy General Manager of Regulatory Affairs Division of the Company Manager of Regulatory Affairs Division of the Company Director and Manager of Regulatory Affairs Division of the Company Director and Manager of Quality Assurance & Regulatory Compliance Division of the Company (to present) | 8,125shares |
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25 | Koki Hatakeyama (February 15. 1959) | Apr. 1981 May. 1997 Apr. 1998 Aug. 2001 Apr. 2004 Feb. 2005 Oct. 2007 Oct. 2011 Apr. 2012 Jun.2012 | Joined Nipro Medical Industries Ltd. Deputy General Manager of Quality Controls Department, Ohdate Factory of the Company Manager of Quality Assurance Department, Ohdate Factory of the Company Manager of Manufacturing Management Department, Ohdate Factory, Manufacturing Technology/ R&D Division of the Company Manager of Quality Assurance Department Ⅰ , Regulatory Affairs Division of the Company Manager of Quality Assurance Department, Regulatory Affairs Division of the Company President and Representative Director of Nipro Thailand Corporation Manager of Global Supply, Global BusinessDivision of the Company Manager of International Manufacturing Department, Global Business Division of the Company Director and Manager of International Manufacturing Department, Gobal Business Division of the Company (to present) | 3,218 Shares |
26 | Yasushi Ohyama (December 14, 1962) | Mar.2003 Apr.2009 Apr.2011 Feb.2013 Jun.2013 | Joined the Company Deputy General Manager of Vascular Product Development Sales Department, Domestic Division of the Company General Manager of Vascular Product Development Sales Department, Domestic Division of the Company General Manager of Vascular Business Unit Department, Domestic Division of the Company Director and Manager of Vascular Business Unit Department, Domestic Division of the company (to present) | 485shares |
27 | Kenju Fujita (December 19, 1955) | Mar.1978 Apr.2009 Jun.2010 Apr.2011 Apr.2012 Jun.2012 Apr.2013 Jun.2013 | Joined Hishiyama Pharmaceutical Co., Ltd (presently, Nipro Pharma Corporation) Head of the second office of Osaka of the same company Director and the Head of the second office of Osaka of the same company Director and the Manager of the Operating generalization part of the same company Director and Deputy General Manager of Sales Division of the same company Managing Director and General Manager of Sales Division of the same company Pharmaceutical Sales General Manager of the Domestic Division of the company Director and Pharmaceutical Sales General Manager of Domestic Division of the company | 1,432 shares |
28 | ※ Yoshiko Tanaka (March 28, 1949) | Apr.2002 Jun.2002 | A Part-time Teacher of Kobe Pharmaceutical University President and Representative Director of Medihope Corporation (to present) | －shares |
(Notes)
1. There is no special relation between any nominee and the Company.
2. The number of the above stocks includes shares held by Stock Ownership Plan of NIPRO as of April 30, 2014.
3. New director nominee is denoted by an asterisk.
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4. Ms.Yoshiko Tanaka is a new nominee as outside director.
5. Reason for nominating Ms.Yoshiko Tanaka as outside director Ms.Yoshiko Tanaka has excellent and extensive knowledge and experience, cultivated in her former career. Believing that she is capable of providing proper guidance and supervision in business management of the Company on the basis of her wisdom and experience as a manager, the Company proposes that shareholders elect her as outside director for the Company.
The effect of current election of one reserve statutory auditor shall be valid until the time of the start of this meeting of stockholders, so it should be prepare for a vacancy that may result in non-compliance with the statutory auditor number, one reserve statutory auditor should be elected again.
Presentation of this matter at the general meeting of shareholders has been approved by the Council of Statutory Auditors.
The profile of the reserve statutory auditor nominee is as shown below.
Name Date of birth | Brief history of career and the important career in other companies | Number of Company shares owned | |
Shunji Takamatsu (January 5, 1934) | Jun.1989 Jun.1992 Jun.1994 Jun.1998 | Director of Nippon Glass Fiber Co.Ltd, (presently, Nippon Sheet GlassCo.Ltd, ) Managing Director of the same company Standing Statutory Auditor of the same company Retiring Standing Statutory Auditor of the same company (to present) | - shares |
Notes: (Notes)
1. There is no special relation between the nominee and the company
2. Mr. Shunji Takamatsu is a nominee as reserve outside statutory auditor
3. Reason for nominating Mr. Shunji Takamatsu as reserve outside statutory auditor
Mr. Shunji Takamatsu has excellent and extensive knowledge and experience, cultivated in his former career. Believing that he is capable of providing proper guidance and supervision in the auditing and business management of the company from an objective viewpoint, the company
proposes that shareholders elect him as outside statutory auditor for the company.
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