This document has been translated from a part of the Japanese original for reference purposes only. In the eventof any discrepancy between this translated document and the Japanese original, the original shall prevail. The
Company assumes no responsibility for this translation or for direct, indirect or any other forms of damages
arising from the translation.

(Securities Code 1717)
June 7, 2021
To Shareholders with Voting Rights
Yoshi Onuki
Chief Executive Officer
Meiho Facility Works Limited
2-7-9 Hirakawacho, Chiyoda-ku, Tokyo, JapanNOTICE OF THE 41ST ANNUAL GENERAL MEETING OF SHAREHOLDERS
We are pleased to notify you of the 41st Annual General Meeting of Shareholders (the “Meeting”) of
Meiho Facility Works Limited (the “Company,” together with its subsidiaries, the “Group”). The Meeting
will be held as described below.
If you are unable to attend the Meeting, you can exercise your voting rights in writing, so please review
the Reference Documents for the General Meeting of Shareholders below and indicate your approval ordisapproval of each of the proposals on the enclosed Voting Rights Exercise Form and return it so that it isreceived by the end of the Company’s business hours on the day before the Meeting (5:15 p.m., Thursday,June 24, 2021, Japan time).
1. Date and Time:

Friday, June 25, 2021 at 10:00 a.m. (Door opens at 9:30 a.m.)

2. Place:

Conference Hall, 1F, JA Kyosai Bldg.,
2-7-9 Hirakawacho, Chiyoda-ku, Tokyo, Japan

3. Agenda of the Meeting:
Matters to be reported:

The Business Report and the Non-Consolidated Financial Statements
for the 41st fiscal year (from April 1, 2020 to March 31, 2021)

Proposals to be resolved:
Proposal No. 1:

Election of Four (4) Directors (Excluding Directors Serving as Audit
Committee Members)

Proposal No. 2:

Election of One (1) Substitute Director Serving as an Audit
Committee Member

Proposal No. 3:

Grant of Stock Options to Directors (Excluding Directors Serving as
Audit Committee Members, Outside Directors, and Part-Time
Directors)~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~●

If there is any major change in the operation of the General Meeting of Shareholders in order toprevent the spread of infectious diseases such as the novel coronavirus disease (COVID-19), it will
be posted on the Company’s website (https://www.meiho.co.jp/).

●

When attending the Meeting, please hand in the enclosed Voting Rights Exercise Form to thereception at the venue. Please also bring this Notice with you to save resources.

●

Any revisions to the Reference Documents for the General Meeting of Shareholders, the Business
Report or the Non-Consolidated Financial Statements will be posted on the Company’s website(https://www.meiho.co.jp/) (in Japanese).

-1-Reference Documents for the General Meeting of Shareholders
Proposals and References
Proposal No. 1:

Election of Four (4) Directors (Excluding Directors Serving as Audit Committee
Members)

The terms of office of all four (4) Directors (excluding Directors serving as Audit Committee Members)
will expire at the conclusion of the Meeting.
We therefore propose that four (4) Directors (excluding Directors serving as Audit Committee Members)
be elected.
The Board of Directors determines the selection of the candidates for Directors from those shortlisted by
the Representative Director with the consent of the Audit Committee that they are qualified as the Company’s
Directors upon assessing matters such as their business execution status and their responsibilities.
The candidates for Directors (excluding Directors serving as Audit Committee Members) are as follows:
No.

Name
(Date of birth)

Career summary, positions, responsibilities and significant concurrent positions
September 1980

Akira Sakata(July 30, 1942)
1● Number of sharesof the Company
held:
477,500 shares

March 1987

Retired as Chief Executive Officer

March 1988

Resumed as Chief Executive Officer

June 2006

Chairman and Representative Director

June 2007

Chairman and Director

March 2009

Chairman and Representative Director

April 2009

Chief Executive Officer and Chairman

June 2012

Chief Executive Officer

April 2017

Chairman and Representative Director (to present)

July 1997

Joined the Company

June 2003

Operating Director, General Manager, Marketing Department

October 2003

Director, General Manager, Marketing Department and Operating
Director

June 2006

Managing Director, General Manager, Marketing Department

April 2010

Managing Director, General Manager, Sales Division

February 2011

Managing Director, General Manager, Sales Division and General
Manager, Health and Safety Promotion Division

April 2011

Managing Director, General Manager, Marketing Division and General
Manager, Health and Safety Promotion Division and General Manager,
Design Department

April 2014

Senior Managing Representative Director, General Manager, Marketing
Division and General Manager, Health and Safety Promotion Division
and General Manager, Design Department

April 2016

Senior Managing Representative Director, General Manager, Marketing
Division and General Manager, Health and Safety Promotion Division
and General Manager, Design Department and General Manager, PM
Division

April 2017

Chief Executive Officer

April 2021

Chief Executive Officer, General Manager, Knowledge Center andGeneral Manager, CM Business Creation Division and General Manager,
PM Division (to present)

Yoshi Onuki(June 12, 1964)
2● Number of sharesof the Company
held:
139,000 shares

Established the Company, Chief Executive Officer

-2-

No.

Name
(Date of birth)

Kazuo Oshima

Career summary, positions, responsibilities and significant concurrent positions
December 2000

Joined the Company

June 2003

Operating Director, General Manager, Corporate Planning Department

June 2004

Director, General Manager, Corporate Planning Department andOperating Director

April 2009

Director, General Manager, Corporate Planning Division and Operating
Director

October 2009Managing Director, General Manager, Corporate Planning Division andOperating Director

January 2013

Managing Director, General Manager, Administration Division andOperating Director

April 2014

Managing Director, General Manager, President’s Office and General
Manager, Administration Division and Operating Director

March 2017Managing Director, General Manager, Corporate Planning Division andOperating Director (to present)

July 2012

Joined the Company

April 2017

Operating Director, Chief Engineer (to present)(December 18, 1966)
3● Number of sharesof the Company
held:
126,200 shares

Fujio Murakami(December 20, 1967)
4● Number of sharesof the Company
held:
3,800 shares

Notes: 1. There are no special interests between each candidate and the Company.
2. The numbers of shares of the Company held by the candidates for Directors stated above are as of March 31,
2021.
3. The reasons for nominating the candidates for Directors are as follows:(1) Mr. Akira Sakata has a wealth of experience and achievements mainly in corporate management as well as awide range of knowledge and insight. He founded the Company in 1980, took the office of the Chairman
and Representative Director in 2017, and has taken a leading role in the enhancement of the brand power of
the Company. In addition, as a member of the Board of Directors, he has contributed especially to theimprovement of the Company’s risk management. The Company therefore proposes that he be elected again
as Director of the Company.
(2) Mr. Yoshi Onuki has a wealth of experience and achievements in the Company’s business as well as a wide
range of knowledge and insight. He took the office of Chief Executive Officer in 2017 and has taken amajor role in the management of the Company with strong leadership. As a member of the Board of
Directors, he is expected to contribute to further reinforcement of the decision-making
function of the Board of Directors. The Company therefore proposes that he be elected again as Director of
the Company.
(3) Mr. Kazuo Oshima has a wealth of experience and achievements in the Company’s business, including
corporate planning and administration as well as a wide range of knowledge and insight. He has been amember of the Board of Directors since 2004 and has appropriately performed his duties such as making
decisions on important management matters and supervising business execution. He is expected tocontribute to smooth business operation, quality improvement of our services, reduction of risks, and further
enhancement of corporate governance. The Company therefore proposes that he be selected again as
Director as a member of the Board of Directors.
(4) Mr. Fujio Murakami has a wealth of experience and achievements in the Company’s business, including
construction technology, marketing and project management as well as a wide range of knowledge andinsight. He is expected to contribute to smooth business operation, quality improvement of our services,
reduction of risks, and further enhancement of corporate governance. The Company therefore proposes that
he be newly selected as Director as a member of the Board of Directors.

-3-

Proposal No. 2:

Election of One (1) Substitute Director Serving as an Audit Committee Member

The Company proposes to elect one (1) substitute Director serving as an Audit Committee Member in casethe number of Directors serving as Audit Committee Members falls short of the number required by laws andregulations.
The Audit Committee has given its consent to this proposal. The candidate for substitute Director serving
as an Audit Committee Member is as follows.
The election in this proposal can be cancelled by resolution of the Board of Directors with the consent of
the Audit Committee provided it is before the candidate takes office.
Name(Date of birth)
Koichi Matsumura(November 28, 1938)● Number of shares of theCompany held:
155,000 shares

Career summary, positions, responsibilities and significant concurrent positions
April 1962
November 1990
December 1990
August 2000
June 2002
March 2004
May 2013
May 2019

Joined Kurita Water Industries Ltd.
Retired from Kurita Water Industries Ltd.
Joined Meiho Corporation (currently, the Company), Director
Senior Managing Director
AdvisorExpiry of advisory agreement
Board Member, NPO Midorisupport Hachioji
Vice Chairman (to present)

Notes: 1. There are no special interests between the candidate and the Company.
2. Mr. Koichi Matsumura is a candidate for substitute Outside Director.
3. Mr. Koichi Matsumura has been nominated for election as a substitute Director as he is deemed to qualify as theCompany’s Outside Director based on his abundant experience and achievements mainly in corporate
management as well as wide-ranging knowledge and insight.
4. If Mr. Koichi Matsumura takes office as a Director serving as an Audit Committee Member, the Company intends
to enter into an agreement with him to limit his liability based on the provisions of Article 427, Paragraph 1 of theCompanies Act. The limit of the liability under the agreement is the amount provided by laws and regulations.
5. If the candidate for substitute Outside Director Mr. Koichi Matsumura takes office as a Director, the Company
intends to register him as an independent officer with the Tokyo Stock Exchange.
6. Mr. Koichi Matsumura is a former officer of the Company.

-4-Proposal No. 3:

Grant of Stock Options to Directors (Excluding Directors Serving as Audit
Committee Members, Outside Directors, and Part-Time Directors)

The amount of compensation for Directors of the Company (excluding Directors serving as Audit
Committee Members) approved as Proposal No. 6 at the 36th Annual General Meeting of Shareholders is no
more than 150 million yen per year. In addition to the amount above, the same meeting approved Proposal
No. 10 for granting stock acquisition rights as stock options (Stock-based Compensation Stock Options TypeB) to Directors (excluding Directors serving as Audit Committee Members, Outside Directors, and part-time
Directors; the same applies hereinafter) within a range of 60 million yen per year. As the Act Partially
Amending the Companies Act (Act No.70 of 2019), which took effect on March 1, 2021, stipulates that acompany has to obtain approval of the concrete content of a grant of stock acquisition rights as compensation
for directors at a general meeting of shareholders. The Company therefore proposes that the Grant of Stock
Options to Directors be approved, with the aim of maintaining the current stock option system.
As described in “Policies in deciding the compensation, etc. for each Director,” which were determinedby resolution of the Board of Directors, the purpose of the stock options is to have the Directors share theeffects of fluctuation of the stock price with shareholders and raise the sense of improvement of theshareholder value. The number of stock acquisition rights to be granted to each Director is determinedconsidering the circumstances such as the Company’s performance and the scope of each eligible Director’s
duties.
The number of eligible Directors for the stock options is four (4). If Proposal No. 1 is approved, the numberof eligible Directors will be four (4).
(Stock-based Compensation Stock Options Type D that are exercisable during term of office)The amount of compensation, etc. of the stock options shall be calculated by multiplying the fair value oneach stock acquisition right determined on the allotment date of stock acquisition rights, by the total numberof stock acquisition rights to be allotted. The upper limit of compensation, etc. concerning the stockacquisition rights to be allotted within one (1) year from the date of the Ordinary General Meeting of
Shareholders for each business year shall be 60 million yen.
1.

Reason for granting share acquisition rights as compensation to Directors
The stock acquisition rights shall be allotted to the Directors to increase their motivation to pursue
growth in the Company’s performance and corporate value by having them share the risks and benefitsof fluctuation of the stock price with shareholders.

2.

Outline of the stock acquisition rights as Stock-based Compensation Stock Options(1) Class and number of shares for the stock acquisition rights
The class of shares for the stock acquisition rights shall be ordinary shares of the Company. The
number of shares to be allotted (the “Number of Allotted Shares”) shall be 100 shares of per one(1) stock acquisition right.
In case of a stock split of ordinary shares (including a gratis allotment of ordinary shares; the same
shall apply hereinafter) or a stock consolidation of ordinary shares by the Company after the dateon which the stock acquisition rights are allotted (the “Allotment Date”), the formula below shallbe used to adjust the Number of Allotted Shares subject to the stock acquisition rights not yet
exercised at the time of stock split or consolidation.
Number of Allotted Shares after adjustment = Number of Allotted Shares before adjustment x Ratioof stock split or consolidation
In addition to the above, when there are unavoidable circumstances that require an adjustment of
the Number of Allotted Shares, the Company may adjust the Number of Allotted Shares that isrecognized necessary by the Board of Directors.
Any fractions less than one (1) share resulting from such adjustment shall be rounded down.

-5-(2) Total number of the stock acquisition rights
The number of the stock acquisition rights to be allotted within one (1) year from the date of theOrdinary General Meeting of Shareholders for each business year shall not exceed 4,000 units.
(3) Amount to be paid in for the stock acquisition rights
The amount to be paid in for the stock acquisition rights per unit will be determined by the Boardof Directors, based on the fair value of the stock acquisition rights calculated according to an
equitable formula such as the Black-Scholes model.
The person to whom the stock acquisition rights are allotted (hereinafter, the “Stock Acquisition
Right Holder”) shall offset the amount to be paid in for the stock acquisition rights against thecompensation receivable from the Company, instead of the monetary payment, and is not required
to pay any amount of money.
(4) Amount of assets to be paid upon exercise of stock acquisition rights
The amount of assets to be contributed upon exercise of the stock acquisition rights shall be one(1) yen for each one (1) share to be acquired upon exercise of the stock acquisition rights, multipliedby the Number of Allotted Shares.
(5) Matters related to increase in share capital and capital reserves upon issuance of shares throughexercising the stock acquisition rights(i)

The amount of increased share capital upon the issuance of shares through exercising thestock acquisition rights shall be one half of the maximum of share capital increase calculatedby the rule provided for in Article 17, Paragraph 1 of the Regulation on Corporate
Accounting, and any fraction of a yen after such calculation shall be rounded up.

(ii)

The amount of increased capital reserves upon the issuance of shares through exercising thestock acquisition rights shall be the maximum of share capital increase mentioned in (i)above minus the amount of share capital increase provided for in (i) above.

(6) Exercise period of the stock acquisition rights
The Board of Directors shall determine the exercise period within a range of one (1) year from thefollowing day of the final day of the business year to which the Allotment Date of the stockacquisition rights belongs.
(7) Terms and conditions for the exercise of the stock acquisition rights(i)

A Stock Acquisition Right Holder shall be in the position of Director, Operating Director or
employee of the Company at the time of the exercise of the stock acquisition rights. Provided,
however, that this provision shall not apply if the person retires from his or her position due
to the end of his or her term, mandatory retirement or other reasonable cause approved by
the Board of Directors.

(ii)

In the event of the death of a Stock Acquisition Right Holder, the successor thereof may not
exercise the stock acquisition rights.

(iii)

A Stock Acquisition Right Holder may not exercise his or her stock acquisition rights if theperformance of the Company in the business year, to which the Allotment Date of the stockacquisition rights belongs, fails to achieve a certain target set by the Company.

(iv)

A Stock Acquisition Right Holder may not exercise his or her stock acquisition rights if heor she violates the provisions of the guidelines for the issuance of the stock acquisition rights
and those of the agreement with the Stock Acquisition Right Holder on the allotment of thestock acquisition rights. The exercise of the stock acquisition rights conducted before thereason said above occurred shall not be subject to the provision above.

(v)

A Stock Acquisition Right Holder who falls under any of the following items may not
exercise his or her stock acquisition rights and, even during the exercise period, shall-6-

renounce the stock acquisition rights as a matter of course without any manifestation of hisor her intention:a) if the Stock Acquisition Right Holder is sentenced to imprisonment or heavier punishment;b) if the Stock Acquisition Right Holder is determined to be dismissed as Director of theCompany by resolution at the General Meeting of Shareholders of the Company;c) if the Stock Acquisition Right Holder proposes in writing that he or she renounce the wholeor part of the stock acquisition rights.
(vi)
A Stock Acquisition Right Holder shall renounce his or her stock acquisition rights yet to be
exercised when he or she resigns as and loses the position of Director of the Company
between the Allotment Date and the day immediately preceding the expiry date of his or her
term of office.
(vii)

A Stock Acquisition Right Holder may not be able to transfer, pledge or otherwise disposeof his or her stock acquisition rights to a third party.

(viii) Other terms and conditions for exercising the stock acquisition rights shall be determined by
the Board of Directors that decides on the guidelines for the stock acquisition rights.
(8) Restriction on the acquisition of the stock acquisition rights by transfer
The acquisition of the stock acquisition rights by transfer shall require an approval of theCompany’s Board of Directors.
(9) Provisions for the acquisition of the stock acquisition rights(i)

If a Stock Acquisition Right Holder is no longer able to exercise his or her stock acquisitionrights as provided for in Items (6) and (7), the Company shall acquire the stock acquisitionrights at no cost on the date when the Stock Acquisition Right Holder becomes unable toexercise his or her rights.

(ii)

If each of the following proposals is approved by the General Meeting of Shareholder of theCompany (or if such a decision does not require an approval of the shareholder’s meetingand such a resolution is adopted by the Company’s Board of Directors), the Company may
acquire the stock acquisition rights at no cost on the date designated by the Company’s Boardof Directors.
- Proposal for a merger agreement in which the Company is a non-surviving company;- Proposal for a split agreement or an approval of a split plan in which the Company will bea split company;- Proposal for a share exchange agreement or share transfer plan in which the Company will
be a wholly owned subsidiary;- Proposal for an approval of a revision to the Articles of Incorporation of the Company toestablish the provisions for all shares issued by the Company that the acquisition of thoseshares by transfer requires an approval of the Company; and- Proposal for an approval of a revision to the Articles of Incorporation of the Company toestablish the provisions for the class of shares to be allotted by the stock acquisition rightsthat the acquisition of the said class of shares by transfer requires an approval of theCompany or the provisions for the Company’s acquisition of all of such class of shares byresolution of the General Meeting of Shareholders.

(10) Matters concerning the grant of the stock acquisition rights in association with an organizational
restructuring
If the Company is merged to become the non-surviving party of a merger, is split by an absorptiontype company split or an incorporation-type split, or proceeds with a share exchange agreement orshare transfer plan to become a fully-owned subsidiary of another party (all of the above is hereaftercollectively referred to as an “Act of Organizational Restructuring”), the Company shall grant thestock acquisition rights of the joint stock company provided for in (a) to (e) of Article 236,
Paragraph 1, Item 8 of the Companies Act (the “Restructured Company”) to the Stock Acquisition-7-

Right Holders who have stock acquisition rights remaining immediately before the date of the Actof Organizational Restructuring coming into effect (the date of the absorption-type merger coming
into effect in case of such merger, the date of the establishment of the merged company in case of
the consolidation-type merger, the date of the absorption-type split coming into effect in the caseof such split, the date of the establishment of the company incorporated as a result of theincorporation-type split, the date of the share exchange coming into effect in the case of a shareexchange, and the date of the establishment of the wholly-owning parent company in the case of ashare transfer; the same shall apply hereinafter) (the “Remaining Stock Acquisition Rights”). This
arrangement is limited to the case where the grant of the stock acquisition rights of the Restructured
Company on the conditions described below is prescribed in the relevant absorption-type merger
agreement, consolidation-type merger agreement, absorption-type company split agreement,
incorporation-type company split plan, share exchange agreement, or share transfer plan.
(i)

The number of the stock acquisition rights to be granted by the Restructured Company
The number of the stock acquisition rights granted to the Stock Acquisition Right Holder by
the Restructured Company shall be equal to the number of the Remaining Stock Acquisition
Rights of the Company that the Stock Acquisition Right Holder owns.

(ii)Class of shares of the Restructured Company for the purpose of the stock acquisition rights
The class of the shares shall be ordinary shares of the Restructured Company.

(iii)

Number of shares of the Restructured Company for the purpose of the stock acquisition rights
The number shall be decided pursuant to above Item (1), after consideration of the terms andconditions of the Act of Organizational Restructuring.

(iv)

Amount of assets to be paid upon exercise of stock acquisition rights
The amount of assets to be paid upon exercising the granted stock acquisition rights shall be
the amount obtained by multiplying the exercise price after restructuring as determined below,
by the number of shares for the purpose of the stock acquisition rights of the Restructured
Company as provided for in (iii) above. The exercise price after restructuring shall be one (1)yen per share of the Restructured Company that can be allotted by exercising the granted stockacquisition rights.

(v)

Exercise period of the stock acquisition rights
From either the initial date of the exercise period provided for in Item (6) or the effective dateof the Act of Organizational Restructuring, whichever is the later, to the final date of theexercise period provided for in Item (6).

(vi)

Matters related to increase in share capital and capital reserves upon issuance of sharesthrough exercising the stock acquisition rights
These matters shall be determined pursuant to Item (5).

(vii)

Restriction on the acquisition of the stock acquisition rights by transfer
The acquisition of the stock acquisition rights by transfer shall require an approval of the
Restructured Company’s Board of Directors.

(viii)

Terms and conditions of the exercise of the stock acquisition rights
These matters shall be determined pursuant to Item (7).

(viiii) Provisions for the acquisition of the stock acquisition rights
These matters shall be determined pursuant to Item (9).
(11) Treatment of the fraction of a share upon exercise of the stock acquisition rights
If the number of shares issued to a Stock Acquisition Right Holder after the exercise of his or her
stock acquisition rights have a fraction of a share, the fraction shall be rounded down.

-8-(12) Certificates of the stock acquisition rights
The Company shall not issue any stock acquisition rights certificate.
(13) Other matters concerning the stock acquisition rights
Other matters concerning the stock acquisition rights shall be determined by the Board of Directorsthat decides on the guidelines for the stock acquisition rights.
END-9-