This document has been translated from a part of the Japanese original for reference purposes only. In theevent 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.

(Securities code: 1929)
June 7, 2021
To Shareholders with Voting Rights
Yasuo Wada
President & Representative Director
NITTOC CONSTRUCTION CO., LTD.
3-10-6, Higashi-Nihonbashi,
Chuo-ku, Tokyo, Japan

Notice of the 74th Annual Shareholders’ Meeting
We hereby notify you that the 74th Annual Shareholders’ Meeting (the “Meeting”) of NITTOCCONSTRUCTION CO., LTD. (the “Company”) will be held for the purposes as described below.
After careful consideration of the necessity to prevent the spread of COVID-19, we have decided to holdthe Meeting while taking appropriate measures to prevent infection.
We request that you refrain from attending the Meeting in person regardless of your health condition inorder to avoid the risk of shareholders and the Company’s officers and employees being infected.
Please review the attached Reference Documents for the Shareholders’ Meeting, and exercise yourvoting rights in advance in writing or via the Internet by 5:30 p.m. Japan time on Thursday, June 24, 2021.
1. Date and time:
2. Venue:

Friday, June 25, 2021 at 10 a.m. Japan time
6F, Daiwa Higashi-Nihonbashi Bldg.,
3-10-6, Higashi-Nihonbashi, Chuo-ku, Tokyo, Japan
3. Purpose of the Meeting:
Matters to be reported:
1. Business Report and Consolidated Financial Statements for the 74th fiscal year
(April 1, 2020 to March 31, 2021), and results of audits of the Consolidated
Financial Statements by the Accounting Auditor and the Board of Corporate
Auditors
2.
Non-consolidated Financial Statements for the 74th fiscal year (April 1, 2020
to March 31, 2021)
Matters to be resolved:
Proposal 1:
Dividend of Surplus
Proposal 2:
Partial Amendments to the Articles of Incorporation
Proposal 3:
Election of 11 Directors
Proposal 4:
Election of 3 Corporate Auditors
Proposal 5:
Election of 1 Substitute Corporate Auditor

4. Other matters concerning the Meeting
Shareholders seeking to exercise voting rights via a proxy will be requested to designate anothershareholder with voting rights as a proxy.
If you intend to exercise some of your voting rights for a proposal and the others against it, pleasesubmit a written notice to the Company indicating your intention to split your voting rights andthe reasons why you intend to do so at least three days prior to the Meeting.
ˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆ


If you are attending the Meeting in person, please submit the enclosed Voting Rights Exercise Form at thereception.

1





Of the documents to be provided with this Notice, the Notes to the Consolidated Financial Statements, which arepart of the Consolidated Financial Statements, and Notes to the Non-consolidated Financial Statements, which
are part of the Non-consolidated Financial Statements, are posted on the Company’s website(https://www.nittoc.co.jp) pursuant to laws, regulations and Article 19 of the Company’s Articles ofIncorporation, and therefore are not contained in the attachment to this Notice. The Notes to the Consolidated
Financial Statements and Notes to the Non-consolidated Financial Statements constitute part of the Consolidated
Financial Statements and Non-consolidated Financial Statements audited by Corporate Auditors and the
Accounting Auditor in preparing their respective audit reports.
Any revisions to the Reference Documents for the Shareholders’ Meeting, the Business Report, Consolidated
Financial Statements and Non-consolidated Financial Statements will be immediately posted on the Company’s
website (https://www.nittoc.co.jp).

2Reference Documents for the Shareholders’ Meeting
Proposals and References
Proposal 1:

Dividend of Surplus

As a basic policy, the Company strives to ensure stable return of profits to shareholders, while working tostrengthen its management foundation by reinforcing its corporate standing and enhancing internal reserves,and makes decisions on the allocation of profits by taking into account factors such as the performance forthe fiscal year under review and the business environment.
Upon consideration based on this policy, the Company proposes to pay a year-end dividend for the
fiscal year under review as follows:
Year-end dividend
1) Type of dividend property
Cash2) Allotment of dividend property and its total amount28 yen per common share of the Company for a total of 1,167,834,276 yen
3) Effective date of dividend of surplus
June 28, 2021

3

Proposal 2:

Partial Amendments to the Articles of Incorporation

1. Change of the number of Directors
1) Reasons for the proposal
Fiscal 2021 is the second year of the period covered by the current Medium-Term Management Plan. The
Company proposes this amendment in order to secure a structure for achieving the plan and to promote
implementation of priority measures.
2) Details of amendments(Amended parts are underlined.)
Proposed Amendments
CHAPTER IV. DIRECTORS AND BOARD OF
DIRECTORS(Number of Directors)
Articles 20. The Company shall have no more thaneleven (11) Directors.

Current Articles of Incorporation
CHAPTER IV. DIRECTORS AND BOARD OF
DIRECTORS(Number of Directors)
Articles 20. The Company shall have no more thanten (10) Directors.

4

1. Addition of a business to the purpose of the Company
1) Reasons for the proposal
The Company proposes this amendment in order to engage in dealing in secondhand construction
materials.
2) Details of amendments
Current Articles of Incorporation
CHAPTER I. GENERAL PROVISIONS(Purpose)
Article 2. The purpose of the Company shall be toengage in the following businesses:(Amended parts are underlined.)
Proposed Amendments
CHAPTER I. GENERAL PROVISIONS(Purpose)
Article 2. The purpose of the Company shall be toengage in the following businesses:<New>
12. Business outside Japan related to any of thepreceding items
13. Any business that is incidental or related to anyof the preceding items

12. Second-hand dealing
13. Business outside Japan related to any of thepreceding items
14. Any business that is incidental or related to anyof the preceding items

5

Proposal 3:

Election of 11 Directors

The terms of office of all the 10 incumbent Directors will expire at the close of this Meeting. The Company
proposes the election of 11 Directors, increasing the number of Directors by one (1), in order to strengthen
the management structure for the next fiscal year.
The candidates for Director are as described below.
The Company selects candidates for Director in consideration of factors such as their personality, insightand achievements, following deliberation by the Nomination and Compensation Committee, a voluntarybody whose members include the Company’s independent Outside Directors, independent Outside
Corporate Auditors and an inside Corporate Auditor.

No.

Name
(Date of birth)

Career summary, significant concurrent positions andpositions and responsibilities at the Company

April 1978
April 2005

1

Number ofshares of theCompany held

Joined the Company
General Manager, Sales Department, Sales
Division
April 2006
General Manager, Technology Sales Group,Engineering Division
April 2008
Deputy General Manager, Engineering
Division
July 2008
Operating Officer, Deputy General Manager,
Engineering Division
April 2009
Operating Officer, General Manager,
Engineering Division
June 2009Managing Executive Officer, General
18,298
Manager, Engineering Division
April 2011
Managing Executive Officer, General
Manager, Tohoku Branch
Norihisa Nagai
April 2014
Managing Executive Officer, General(September 4, 1952)
Manager, Business Operation Division
June 2014
Director, Managing Executive Officer, General
Manager, Business Operation Division
June 2015
Director, Operating Officer and Vice President,
General Manager, Business Operation Division
April 2017
President & Representative Director
April 2021
Representative Director & Chairperson (topresent)[Reasons for candidacy as Director]
After having served as President & Representative Director of the Company
from April 2017 to March 2021, Norihisa Nagai has been serving as
Representative Director & Chairperson since April 2021. He has a wealth ofexperience, achievements, and insight as a corporate manager, and exercises
leadership over the entire Group and shows decisiveness. Therefore, theCompany has renominated him as a candidate for Director.

6

No.

Name
(Date of birth)

Career summary, significant concurrent positions andpositions and responsibilities at the Company

April 1981
April 2005

2

Number ofshares of theCompany held

Joined the Company
General Manager, Construction Department,
Tokyo Branch
April 2006
Associate General Manager, Business Planning
Department, Corporate Planning Office
April 2007
General Manager, Business Planning
Department, Corporate Planning Office
October 2007
Operating Officer, General Manager, Corporate
Planning Office
April 2009
Operating Officer, Deputy General Manager,
Tokyo Branch
14,446
April 2013
Operating Officer, General Manager, Nagoya
BranchYasuo Wada
April 2018
Operating Officer, Deputy General Manager,(January 27, 1959)
Business Operation Division
April 2019
Operating Officer, General Manager, Business
Operation Division
June 2019
Director, Managing Executive Officer, General
Manager, Business Operation Division
April 2021
President & Representative Director (topresent)[Reasons for candidacy as Director]
After having served as Director, Managing Executive Officer, and General
Manager of Business Operation Division from June 2019, Yasuo Wada has
been serving as President & Representative Director of the Company sinceApril 2021. He has a wealth of experience and insight concerning the Group’s
overall management. Therefore, the Company has renominated him as a
candidate for Director.

7

No.

Name
(Date of birth)

Career summary, significant concurrent positions andpositions and responsibilities at the Company

Number ofshares of theCompany held

Joined the Company
General Manager, Slope Department,
Engineering Division
August 2004
Associate General Manager, Sapporo Branchand General Manager, Technology Department
April 2006
General Manager, Technology Department,
Business Department, Sapporo Branch
April 2008
Deputy General Manager, Engineering
Division
July 2008
Operating Officer, Deputy General Manager,
Engineering Division
10,211
June 2009
Director, Midori Industries Co., Ltd.
June 2012Managing Executive Officer, Deputy General
Manager, Engineering Division, the Company
April 2014
Managing Executive Officer, General
Manager, Engineering Division
Hiroshi Yamada
3
June
2014
Director, Managing Executive Officer, General(September 25, 1957)
Manager, Engineering Division
June 2019
Director, Senior Managing Officer, General
Manager, Engineering Division
April 2020
Director, Senior Managing Officer, General
Manager, Engineering & Development
Division (to present)[Reasons for candidacy as Director]
Hiroshi Yamada has been serving as Director, Senior Managing Officer andGeneral Manager of Engineering & Development Division since April 2020and promoting technology development and improvements attuned to the needsof the era. The Company considers that, by making use of his wealth ofexperience and expertise, he will be able to contribute to further enhancementof the Company’s corporate value through development of technologies thatwill save labor and automate construction by utilizing ICT, AI, etc. Therefore,
the Company has renominated him as a candidate for Director.
April 1981
April 2004

8

No.

Name
(Date of birth)

Career summary, significant concurrent positions andpositions and responsibilities at the Company

Joined the Company
General Manager, Accounting Department,
Administration Division
June 2007
Director, Midori Industries Co., Ltd.
July 2008
Operating Officer, General Manager,
Accounting Department, Administration
Division, the Company
April 2012
Operating Officer, Deputy General Manager,
Administration Division and General Manager,
Accounting Department
April 2013
Operating Officer, General Manager, Corporate
Planning Office and General Manager,
Business Planning Department
April 2014
Operating Officer, Deputy General Manager,
Corporate Strategy Division and General
Manager, Corporate Planning Department andGeneral Manager, Related Business
Department
June 2014
Managing Executive Officer, Deputy General
Manager, Corporate Strategy Division andGeneral Manager, Corporate Planning
Department and General Manager, Related
Business Department
August2014
Director, Midori Industries Co., Ltd. (toToshikazu Kawaguchi
4
present)(February 26, 1961)
July 2018
Commissaris, PT NITTOC CONSTRUCTION
INDONESIA
April 2019
Managing Executive Officer, General
Manager, Corporate Strategy Division andGeneral Manager, Corporate Planning
Department and General Manager, Related
Business Department, the Company
June 2019
Director, Managing Executive Officer, General
Manager, Corporate Strategy Division andGeneral Manager, Corporate Planning
Department and General Manager, Related
Business Department (to present)(Significant concurrent positions)
Director, Midori Industries Co., Ltd.

Number ofshares of theCompany held

April 1983
April 2006

6,450

[Reasons for candidacy as Director]
Toshikazu Kawaguchi has been serving as Director, Managing Executive
Officer, General Manager of Corporate Strategy Division, General Manager ofCorporate Planning Department, and General Manager of Related Business
Department since June 2019. He has a wealth of experience and insightconcerning the Group’s overall management. The Company considers that hewill be able to contribute to further enhancement of the Company’s corporate
value through formulation and implementation of management strategies etc.
Therefore, the Company has renominated him as a candidate for Director.
9

No.

Name
(Date of birth)

Career summary, significant concurrent positions andpositions and responsibilities at the Company

April 1977
April 1998

5

Masashi Ohtsuka(June 25, 1956)

Number ofshares of theCompany held

Joined the Company
General Manager, Sales Department, Tohoku
BranchApril 2002
Associate General Manager, Tohoku Branch
April 2006
General Manager, Business Department,
Tohoku Branch
April 2008
General Manager, Business Department,
Sapporo Branch
April 2010
General Manager, Sapporo Branch
April 2011
Operating Officer, General Manager, Sapporo
BranchApril 2014
Operating Officer, Deputy General Manager,
Business Operation Division
9,091
April 2015
Operating Officer, Deputy General Manager,
Business Operation Division and General
Manager, Business Administration Department
April 2017
Operating Officer, General Manager, Osaka
BranchJune 2017Managing Executive Officer, General
Manager, Osaka Branch
January 2019
Director, Ehime Earth Engineering Co., Ltd.
April 2019
Managing Executive Officer, General
Manager, Safety, Environment & Quality
Control Division, the Company
June 2019
Director, Managing Executive Officer, General
Manager, Safety, Environment & Quality
Control Division (to present)[Reasons for candidacy as Director]
Masashi Ohtsuka has been serving as Director, Managing Executive Officer,
and General Manager of Safety, Environment & Quality Control Division sinceJune 2019. He has a wealth of experience and extensive knowledge of this
aspect of the Group. The Company considers that he will be able to contributeto further enhancement of the Company’s corporate value throughestablishment of a safe and secure workplace environment. Therefore, theCompany has renominated him as a candidate for Director.

10

No.

Name
(Date of birth)

Career summary, significant concurrent positions andpositions and responsibilities at the Company

April 1987
April 2006

6

*Naoto Kami
(May 13, 1963)

Number ofshares of theCompany held

Joined the Company
Deputy General Manager, Chiba Sales Office,Business Department, Tokyo Branch
April 2007
General Manager, Yokohama Sales Office,Business Department, Tokyo Branch
April 2011
General Manager, Business Department, Tokyo
BranchApril 2014
Deputy General Manager, Tokyo Branch
April 2017
General Manager, Kyushu Branch
37,163
April 2018
Operating Officer, General Manager, Kyushu
BranchApril 2019
Operating Officer, General Manager, Tokyo
BranchJune 2019
Managing Executive Officer, General
Manager, Tokyo Branch
April 2021
Managing Executive Officer, General
Manager, Business Operation Division (topresent)[Reasons for candidacy as Director]
After having served as Managing Executive Officer, General Manager, Tokyo
Branch from June 2019, Naoto Kami has been serving as Managing Executive
Officer, General Manager, Business Operation Division since April 2021. He
has a wealth of experience and insight concerning the Group’s overallmanagement. Therefore, the Company has nominated him as a candidate for
Director.

11

No.

Name
(Date of birth)

Career summary, significant concurrent positions andpositions and responsibilities at the Company

April 1983
April 2005

7

Number ofshares of theCompany held

Joined The Hokkaido Takushoku Bank, Ltd.
General Manager, Hachioji Branch, The Chuo
Mitsui Trust and Banking Company, Limited(currently Sumitomo Mitsui Trust Bank,
Limited)December 2006 General Manager, Kitakyushu Branch
June 2008
General Manager, Machida Branch
July 2012
Joined the Company
Operating Officer, General Manager, Internal
12,593Control Promotion Office
April 2013
Operating Officer, General Manager, General*Katsuhiro Yorozu
Affairs Department, Administration Division(July 30, 1960)
April 2015
Operating Officer, Deputy General Manager,
Administration Division
June 2019
Managing Executive Officer, Deputy General
Manager, Administration Division
April 2021
Managing Executive Officer, General
Manager, Administration Division (to present)[Reasons for candidacy as Director]
After having held many prominent positions at major financial institutions,Katsuhiro Yorozu has been serving as Managing Executive Officer, General
Manager, Administration Division since April 2021 and has a wealth ofexperience and insight. Therefore, the Company has nominated him as a
candidate for Director.

12

No.

Name
(Date of birth)

Career summary, significant concurrent positions andpositions and responsibilities at the Company

Number ofshares of theCompany held

April 1981
April 2005
July 2007

Joined the Company
Associate General Manager, Osaka Branch
Operating Officer, Deputy General Manager,
Business Operation Division
June 2008
Director in charge of Corporate Planning
OfficeJune 2009
Director, Managing Executive Officer incharge of Corporate Planning Office andInternal Control Promotion Office
April 2014
Director, Senior Managing Officer, General
27,618
Manager, Corporate Strategy Division
April 2017
Director, Operating Officer and Vice President,
General Manager, Corporate Strategy Divisionand responsible for overseas operations
April 2019
Director, Operating Officer and Vice President
responsible for overseas operations andsubsidiaries
Yasunobu Okumiya
8
April
2021
Director, Operating Officer and Vice President(September 24, 1958)
responsible for overseas operations (to present)
April 2021
President and Director, PT NITTOCCONSTRUCTION INDONESIA (to present)(Significant concurrent positions)
President and Director, PT NITTOC CONSTRUCTION INDONESIA[Reasons for candidacy as Director]
Yasunobu Okumiya has been serving as Director, Operating Officer and Vice
President responsible for overseas operations of the Company and President
and Director, PT NITTOC CONSTRUCTION INDONESIA since April 2021.
He is appropriately supervising management of the entire Group and isdemonstrating outstanding leadership in its overseas business development.
The Company considers that based on his wealth of experience and insightconcerning overall management, he will be able to contribute to further
enhancement of the Company’s corporate value. Therefore, the Company hasrenominated him as a candidate for Director.

13

No.

Name
(Date of birth)

Career summary, significant concurrent positions andpositions and responsibilities at the Company

April 1997

9

Iwao Aso(July 17, 1974)

Joined The Long-Term Credit Bank of Japan,
Limited (currently Shinsei Bank, Limited)
June 2000
Auditor, ASO CEMENT Co., Ltd. (currently
ASO CORPORATION)
June 2001
Director
August 2001
Director, ASO CEMENT Co., Ltd.
December 2005 Outside Director, DWANGO Co., Ltd.
June 2006
Executive Managing Director, ASO
CORPORATION
October 2008
Executive Vice President
June 2010
President (to present)
June 2014
Outside Director, the Company
December 2015 Outside Director, IREP Co., Ltd.
January 2016
President, ASO CEMENT Co., Ltd. (topresent)
October 2016
Outside Director, D.A.Consortium Holdings
Inc.
June 2017
Outside Director, TSUZUKI DENKI CO.,LTD.
October 2018
Director, the Company (to present)(Significant concurrent positions)
President, ASO CORPORATION
President, ASO CEMENT Co., Ltd.

Number ofshares of theCompany held

0

[Reasons for candidacy as Director]
Iwao Aso has a wealth of experience as a corporate manager. The Company hasrenominated him as a candidate for Director as it considers that, by making useof his broad insight, he will be able to appropriately perform his duties as a
Director at the Company as well.

14

No.

Name
(Date of birth)

Career summary, significant concurrent positions andpositions and responsibilities at the Company

Number ofshares of theCompany held

April 1998

Joined the Prime Minister’s Office (Secretariat
General Affairs Division)
October 2001
Joined Anderson Mori (currently Anderson
Mori & Tomotsune)
October 2001
Registered as an attorney-at-law (Daini Tokyo
Bar Association)
August 2009
Joined Miyake & Partners
May 2011
Partner (to present)
June 2014
Outside Director, OHSHO FOOD SERVICE
CORP. (to present)
June 2016
Outside Director, the Company (to present)
June 2020
Outside Director, KOSAIDO Co., Ltd. (topresent)(Significant
concurrent
positions)
Masayuki Watanabe
10Partner,
Miyake&Partners(May 2, 1970)
Outside Director, OHSHO FOOD SERVICE CORP.
Outside Director, KOSAIDO Co., Ltd.

0

[Reasons for candidacy as Outside Director and overview of expected role]
Masayuki Watanabe has expertise and experience in corporate legal affairs
gained through working as an attorney-at-law. The Company has renominatedhim as a candidate for Outside Director as it believes that, by making use of his
broad insight, he will be able to appropriately perform his duties as an Outside
Director at the Company as well.
If he is elected, he will be involved in nomination of candidates for officer of
the Company and determination of compensation etc. for officers from an
objective and neutral standpoint as a member of the Nomination andCompensation Committee, a voluntary committee.

15

No.

Name
(Date of birth)

Career summary, significant concurrent positions andpositions and responsibilities at the Company

Number ofshares of theCompany held

April 1974
October 1975

11

Katsuo Nakamura(April 16, 1950)

Joined Yoko Co., Ltd.
Joined Central Corporation Co., Ltd. (currently
Central Amenity Service Co., Ltd.)
October 1991
President and Representative Director
August 2004
President and Representative Director, Yoko
Co., Ltd.
May 2008
Chairman, Nihon University College of Law
Alumni Association
September 2008 Member of the Board of Trustees, Nihon
0
University
September 2011 Director, Nihon University
August 2014
Chairman and Representative Director, Central
Amenity Service Co., Ltd. (to present)
August 2014
Chairman and Representative Director, Yoko
Co., Ltd. (to present)
September 2014 Executive Director, Nihon University
June 2017
Outside Director, the Company (to present)(Significant concurrent positions)
Chairman and Representative Director, Central Amenity Service Co., Ltd.
Chairman and Representative Director, Yoko Co., Ltd.
[Reasons for candidacy as Outside Director and overview of expected role]
Katsuo Nakamura has abundant experience as a corporate manager and has
served in many prominent positions at Nihon University. The Company hasrenominated him as a candidate for Outside Director as it believes that, by
making use of his broad insight, he will be able to appropriately perform his
duties as an Outside Director at the Company as well.
If he is elected, he will be involved in nomination of candidates for officer of
the Company and determination of compensation etc. for officers from an
objective and neutral standpoint as a member of the Nomination andCompensation Committee, a voluntary committee.

Notes:
1. There are no special interests between any of the candidates and the Company.
2. Candidates marked with an asterisk (*) are new candidates for Director.
3. Candidates Masayuki Watanabe and Katsuo Nakamura are candidates for Outside Director.
4. If the election of Masayuki Watanabe and Katsuo Nakamura is approved at this Meeting, theCompany intends to designate them as independent directors and report them accordingly to the Tokyo
Stock Exchange.
5. Iwao Aso is the President of ASO CORPORATION, which is the wholly-owning parent company of
AN Holdings Corp., the Company’s parent company.
6. Number of years since the Outside Director candidates assumed office as Outside Director:
Masayuki Watanabe will have served for 5 years at the close of this Meeting. Katsuo Nakamura will
have served for 4 years at the close of this Meeting.
7. Liability limitation agreements with candidates for non-executive Director
The Company has concluded agreements with Iwao Aso, Masayuki Watanabe and Katsuo Nakamura
to limit their liability stipulated in Article 423, Paragraph 1 of the Companies Act to the minimum
amount stipulated by laws and regulations, provided that they have performed their duties in goodfaith and without gross negligence. If the election of these candidates is approved at this Meeting, the168.

Company intends to renew the said agreements.
The Company has concluded a directors and officers liability insurance contract with an insurancecompany. The said insurance contract covers damages that may arise in the event that the insured
assumes liability for the execution of his or her duties or is the subject of a claim related to suchliability. All Director candidates will be covered as the insured by the said insurance contract. The
Company intends to renew the said insurance contract with the same contents at the time of the next
renewal.

17

Proposal 4:

Election of 3 Corporate Auditors

As the terms of office of all the 3 incumbent Corporate Auditors will expire at the close of this Meeting, theCompany proposes the election of 3 Corporate Auditors.
The Company has obtained the consent of the Board of Corporate Auditors regarding this proposal.
The candidates for Corporate Auditor are as follows:

No.

Name
(Date of birth)

Career summary, significant concurrent positions
and positions at the Company

April 1981
April 2007

1

*Yosihiro Abe(August 14, 1958)

Number ofshares of theCompany held

Joined the Company
General Manager, Technology
Development Group, Engineering
Division and General Manager, Saitama
Laboratory, Technology Development
Group, Engineering Division
April 2009
Operating Officer, General Manager,
Corporate Planning Office and General
Manager, Business Planning
Department, Corporate Planning Office
5,893
April 2013
Operating Officer, Deputy General
Manager, Tokyo Branch
April 2014
Operating Officer, General Manager,
Sapporo Branch
April 2017
Operating Officer, General Manager,
Tohoku Branch
June 2019
Managing Executive Officer, General
Manager, Tohoku Branch
April 2021
Attached to Corporate Strategy Division(to present)[Reasons for candidacy as Corporate Auditor]
After having served as served as Operating Officer, General Manager of
Sapporo Branch from April 2014, Operating Officer, General Manager of
Tohoku Branch from April 2017, and Managing Executive Officer, General
Manager of Tohoku Branch from June 2019, Yoshihiro Abe has been
attached to Corporate Strategy Division since April 2021. He has a wealthof knowledge and insight concerning the Group’s overall business andinternal audit. The Company has nominated him as a candidate for
Corporate Auditor as it considers that he will be able to make use of such
expertise to audit the Company.

18

No.

Name
(Date of birth)

Career summary, significant concurrent positions
and positions at the Company

April 1984
April 2001

2

Makoto Kaai(May 16, 1960)

Number ofshares of theCompany held

Joined Taiyo Kobe Bank Ltd.
Group Manager, Shinjuku Shintoshin
Corporate Business Department I,
Sumitomo Mitsui Banking Corporation
October 2006
General Manager, Kasukabe Corporate
Business Department
April 2009
Senior Credit Analyst, Credit
Department I, Wholesale Banking Unit
April 2012
General Manager, Credit Monitoring
Office, Credit Department I, Wholesale
Banking Unit
April 2013
General Manager, Corporate Financial
Development Unit
April 2014
Principal Examiner, Internal Audit
Department
July 2015
Executive Officer, General Manager,
0
General Affairs Department, Yoei
Holding Co., Ltd.
June 2016
Managing Executive Officer, General
Manager, General Affairs Department
and General Manager, Accounting
Department, Yoei Holding Co., Ltd.
June 2017
Director and Managing Executive
Officer, General Manager,
Administration Division, General
Manager, General Affairs Department
and General Manager, Accounting
Department, Yoei Holding Co., Ltd.
June 2019
Director, Senior Managing Executive
Officer, General Manager,
Administration Division, Yoei Holding
Co., Ltd. (to present)[Reasons for candidacy as Outside Corporate Auditor]
Makoto Kaai held many prominent positions at a major financial institution.
The Company has nominated him as a candidate for Outside Corporate
Auditor as it believes that, by making use of his broad insight, he will beable to appropriately perform his duties as an Outside Corporate Auditor at
the Company as well.

19

No.

Name
(Date of birth)

Career summary, significant concurrent positions
and positions at the Company

Number ofshares of theCompany held

April 1990

3

Atsushi Ono(January 30, 1967)

Joined Asahi Shinwa & Co. (currently
KPMG AZSA LLC)
February 2000
Joined Showa Ota & Co. (currently Ernst& Young ShinNihon LLC)
May 2005
Partner
May 2010
Senior Partner
September 2016
Established Atsushi Ono Certified Public
Accountant Office; Representative (topresent)
June 2017
Part-time Auditor, sdtech Inc. (topresent)
June 2017
Outside Corporate Auditor, the Company(to present)(Significant concurrent positions)Representative, Atsushi Ono Certified Public Accountant Office
Part-time Auditor, sdtech Inc.

0

[Reasons for candidacy as Outside Corporate Auditor]
Atsushi Ono has expertise and experience gained through working as acertified public accountant. The Company has renominated him as a
candidate for Outside Corporate Auditor as it believes that, by making useof his broad insight, he will be able to appropriately perform his duties as an
Outside Corporate Auditor at the Company as well.
Notes:
1. There are no special interests between any of the candidates and the Company.
2. Candidates with an asterisk (*) are new candidates for Corporate Auditor.
3. Candidates Makoto Kaai and Atsushi Ono are candidates for Outside Corporate Auditor.
4. If the election of Makoto Kaai is approved at this Meeting, the Company intends to designate him as
an independent auditor and report him accordingly to the Tokyo Stock Exchange.
5. Number of years since the Outside Corporate Auditor candidate assumed office as Outside Corporate
Auditor:Atsushi Ono will have served for 4 years at the close of this Meeting.
6. Liability limitation agreements with candidates for Corporate Auditor
The Company has concluded an agreement with Atsushi Ono to limit his liability stipulated in Article
423, Paragraph 1 of the Companies Act to the minimum amount stipulated by laws and regulations,provided that he has performed his duties in good faith and without gross negligence. If his election isapproved at this Meeting, the Company intends to renew the said agreement. If the election of
Yoshihiro Abe and Makoto Kaai is approved at this Meeting, the Company intends to conclude thesame agreements with them.
7. The Company has concluded a directors and officers liability insurance contract with an insurancecompany. The said insurance contract covers damages that may arise in the event that the insured
assumes liability for the execution of his or her duties or is the subject of a claim related to suchliability. All Corporate Auditor candidates will be covered as the insured by the said insurance contract.
The Company intends to renew the said insurance contract with the same contents at the time of thenext renewal.

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Proposal 5:

Election of 1 Substitute Corporate Auditor

To prepare for contingencies where the number of Corporate Auditors falls below the number stipulated inlaws and regulations, the Company proposes the prior election of 1 substitute Corporate Auditor pursuant
to Article 329, Paragraph 3 of the Companies Act. The substitute Corporate Auditor shall take office on
condition that the number of Corporate Auditors falls below the number stipulated in laws and regulations,and the term of office of the said substitute Corporate Auditor shall be the remaining term of his/herpredecessor. The resolution of this proposal shall be effective up to the opening of the next annual
shareholders’ meeting.
The Company has obtained the consent of the Board of Corporate Auditors regarding this proposal.
The candidate for substitute Corporate Auditor is as follows:
Name(Date of birth)

Career summary, significant concurrent positions
and positions at the Company

Number ofshares of theCompany held

October 1991 Joined Showa Ota & Co. (currently Ernst &Young ShinNihon LLC)
April 1997
Registered as a certified public accountant
May 2007Partner, Ernst & Young ShinNihon LLC
July 2010
Partner, Certified Public Tax Accountant’s Co.
Takano Sogo Accounting Firm
July 2013
Senior Partner
May 2015
Outside Director, Freund Corporation (to present)
June 2015
Outside Corporate Auditor, NIPPON SHUPPANHANBAI INC. (currently NIPPAN GROUP0
HOLDINGS, INC.) (to present)
June 2017
Outside Corporate Auditor, Shuppan Kyodo
Ryutsu Inc. (to present)
March 2019
Outside Corporate Auditor, Human’s Data Ltd. (topresent)
June 2019
Councilor, The Nakabe Scholarship Foundation(to present)
Tomohiko Manabe
Representative Partner, Certified Public Tax(October 3, 1963) September
2020
Accountant’s Co. Takano Sogo Accounting Firm
(Significant concurrent positions)Representative Partner, Certified Public Tax Accountant’s Co. Takano Sogo
Accounting Firm
Outside Director, Freund Corporation
Outside Corporate Auditor, NIPPAN GROUP HOLDINGS, INC.
Outside Corporate Auditor, Shuppan Kyodo Ryutsu Inc.
Outside Corporate Auditor, Human’s Data Ltd.
Councilor, The Nakabe Scholarship Foundation[Reasons for candidacy as Outside Corporate Auditor]
Tomohiko Manabe has expertise and experience gained through working as acertified public accountant. The Company has nominated him as a candidate for
substitute Outside Corporate Auditor as it believes that, by making use of his
broad insight, he will be able to appropriately perform his duties as an Outside
Corporate Auditor at the Company as well.
Notes:
1. There are no special interests between the candidate Tomohiko Manabe and the Company.
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2.

Details about the candidate for substitute Corporate Auditor are as follows:
1) Candidate Tomohiko Manabe is a candidate for substitute Outside Corporate Auditor.
2) Liability limitation agreements with Corporate Auditors
The Company stipulates in its Articles of Incorporation that it can conclude an agreement with its
Corporate Auditors to limit their liability for damages to the Company within the limits of laws
and regulations so that Corporate Auditors can fully perform their expected roles. Accordingly, if
Tomohiko Manabe takes office as Outside Corporate Auditor, the Company intends to conclude a
liability limitation agreement with him to limit his liability stipulated in Article 423, Paragraph 1of the Companies Act to the minimum amount stipulated by laws and regulations, provided heperformed his duties in good faith and without gross negligence.
3) The Company has concluded a directors and officers liability insurance contract with an insurancecompany. The said insurance contract covers damages that may arise in the event that the insured
assumes liability for the execution of his or her duties or is the subject of a claim related to suchliability. If the election of Tomohiko Manabe is approved and he takes office as Outside Corporate
Auditor, he will be covered as the insured by the said insurance contract.

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