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

June 4, 2024
To our shareholders:Hidetaka Nakagita
Representative Member of the Boardof Directors, President & Chief
Executive Officer

Hibiya Engineering, Ltd.
3-5-27 Mita, Minato-ku, Tokyo

Notice of the 59th Annual General Meeting of Shareholders
We hereby announce the 59th Annual General Meeting of Shareholders of Hibiya Engineering, Ltd. (the“Company”) will be held as described below.
When convening this general meeting of shareholders, the Company takes measures for providing in anelectronic format the information that constitutes the content of reference documents for the general meetingof shareholders, etc. (matters for which measures for providing information in an electronic format are taken),and posts this on the Company’s website as NOTICE OF THE 59TH GENERAL SHAREHOLDERS’MEETING. Please access the Company’s website by using the Internet address shown below to review the
information.
Company’s website:
https://www.hibiya-eng.co.jp/ja/ir/stock/meeting.html (in Japanese)(Reference) English version of the Company’s website:
https://www.hibiya-eng.co.jp/en/ir/stock/meeting.html (in English)
In addition to the Company’s website mentioned above, the Electronic Provision Measures Matters are also
posted on the Tokyo Stock Exchange (TSE) website. Please confirm by accessing the TSE website (Listed
Company Search) shown below, enter “Hibiya Engineering, Ltd.” in the issue name (company name) fieldor “1982” in the securities code field, and click “Search,” and then click “Basic information” and select“Documents for public inspection/PR information” and “Notice of Convocation of General Meeting of
Shareholders/Materials for the General Meeting of Shareholders.”
TSE website (Listed Company Search):https://www2.jpx.co.jp/tseHpFront/JJK010010Action.do?Show=Show (in Japanese)

You may exercise your voting rights by mail or via the internet. Please review the attached Reference
Documents for the General Meeting of Shareholders and exercise your voting rights by 5:30 p.m. on Monday,
June 24, 2024 (JST).

11. Date and Time:

Tuesday, June 25, 2024 at 10:00 a.m. (JST) (Reception desk will open at 9:00
a.m.)

2. Venue:Hall 4F, Granpark Plaza
3-4-1 Shibaura, Minato-ku, Tokyo (see map at end of Notice)

3. Purpose of the Meeting:
Matters to be reported:
1. Business Report and Consolidated Financial Statements for the 59th fiscal year
(April 1, 2023 to March 31, 2024) and results of audit of the Consolidated
Financial Statements by the Financial Auditor and the Board of Company
Auditors
2. Non-consolidated Financial Statements for the 59th fiscal year (April 1, 2023 toMarch 31, 2024)
Matters to be resolved:
Proposal No. 1: Appropriation of Surplus
Proposal No. 2: Election of Nine (9) Members of the Board of Directors
Proposal No. 3: Election of Two (2) Company Auditors If you attend the meeting on the day, please submit the enclosed voting form at the reception desk.
 The following items are posted on the Company’s website and the TSE website shown in page 1 in this notice in accordancewith relevant laws and regulations and Article 16 of the Company’s Articles of Incorporation, and are accordingly notincluded in this notice.
(i) “Matters Concerning Share Acquisition Rights, Etc.” and “Overview of the System to Ensure Proper Business Activities
and the Operation Thereof” of the Business Report(ii) “Notes to Consolidated Financial Statements” of the Consolidated Financial Statements(iii) “Notes to Non-consolidated Financial Statements” of the Non-consolidated Financial Statements
In addition, these documents are included in the Business Report, the Consolidated Financial Statements and the Nonconsolidated Financial Statements, which have been audited by Company Auditors to prepare the audit report and by
Financial Auditor to prepare the accounting audit report.
 If revisions to the matters subject to measures for electronic provision arise, the details of the revisions will be posted on
the Company’s website and the TSE website.
 As a result of the Act Partially Amending the Companies Act (Act No. 70 of 2019), taking effect on September 1, 2022, theCompany introduced the system for providing informational materials for the General Meeting of Shareholders in electronic
format (*). This system is based on the principle that shareholders can access the Materials for the General Meeting of
Shareholders through the Internet by accessing the Company’s website or other websites. Shareholders who wish to continue
to receive paper-based documents of the informational materials for the General Meeting of Shareholders must complete
the procedures for requesting the delivery of paper-based documents in the prescribed manner by the record date of theshareholders’ meeting.
(*) The materials for the General Meeting of Shareholders refers to the Reference Documents for the General Meeting of
Shareholders, Business Report, Consolidated Financial Statements, Non-consolidated Financial Statements and audit
report.
 Notwithstanding the aforementioned amendment to the law, for this Ordinary General Meeting of Shareholders, theCompany will uniformly send paper-based documents of the informational materials for the Meeting as before.

2Reference Documents for the General Meeting of Shareholders
Proposals and Reference Information
Proposal No. 1: Appropriation of Surplus
The Company regards the return of profits to shareholders as one of management’s top priorities, and has abasic policy of maintaining stable and continual dividends while taking into consideration factors such as
consolidated business results and the financial position from a long-term perspective.
Based on this policy, the Company proposes to pay year-end dividends as follows:(1) Type of dividend property
To be paid in cash.
(2) Allotment of dividend property and their aggregate amount¥43 per common share of the Company
Total dividends: ¥973,238,049
As the Company has already paid an interim dividend of ¥43 per share, the annual dividend for the fiscal
year will be ¥86 per share.
(3) Effective date of dividends of surplus
June 26, 2024

3

Proposal No. 2: Election of Nine (9) Members of the Board of Directors
At the conclusion of this meeting, the terms of office of all nine (9) Members of the Board of Directors
will expire. Therefore, the Company proposes the election of nine Members of the Board of Directors.

The candidates for Member of the Board of Directors are as follows:
Candidate
No.

Name

Current position and responsibility in the Company

1

Hidetaka Nakagita

Reelection

Representative Member of the Board of Directors,
President & Chief Executive Officer

2

Shigehito Katsuki

Reelection

Representative Member of the Board of Directors,
Senior Executive Vice President

3

Satoshi Tomie

Reelection

Member of the Board of Directors and Managing
Executive Officer

4

Hirohiko Kyoho

Reelection

Member of the Board of Directors and Managing
Executive Officer

5

Yasuaki Hori

Reelection

Member of the Board of Directors and Senior
Executive Officer

6

Yasunori Arai

Reelection

Member of the Board of Directors and Senior
Executive Officer

Seiichi Hashimoto

Reelection
OutsideIndependent

Outside Director

8

Masako Osuna

Reelection
OutsideIndependent

Outside Director

9

Junko Ogushi

Reelection
OutsideIndependent

Outside Director

74CandidateNo.

1

Hidetaka Nakagita(Date of birth: January 28, 1963)

Number of the Company’s shares owned:
9,565
Number of years in office as a Member of the Board of Directors:
2 years
Attendance at Board of Directors meetings:
13/13 (100%)

Reelection
Career summary, and position and responsibility in the Company
Apr. 1987
July 2007

Joined Nippon Telegraph and Telephone Corporation
General Manager of Facilities Engineering Sector, Urban Building Design Department, Building
Division, NTT FACILITIES, INC.

July 2012

General Manager of Business Planning Department, Building Division and General Manager ofFacilities Engineering Sector, Urban Building Design Department, Building Division, NTT
FACILITIES, INC.

July 2013
June 2015
June 2019

General Manager of Chugoku Branch, NTT FACILITIES, INC.
Senior Vice President and General Manager of Tokai Branch, NTT FACILITIES, INC.
Senior Vice President and Senior Executive Manager of Solutions Headquarters, NTT FACILITIES,
INC.
Senior Vice President and Senior Executive Manager of Customer Solution Headquarters, NTT
FACILITIES, INC.
Executive Vice President and Senior Executive Manager of Customer Solution Headquarters, NTT
FACILITIES, INC.

Jan. 2020
June 2020
June 2022

Member of the Board of Directors, Senior Executive Vice President, General Manager of Tokyo Main
Office, and General Manager of NTT Business Headquarters of Tokyo Main Office of the Company

June 2023

Representative Member of the Board of Directors, President & Chief Executive Officer (current
position)

Significant concurrent positions outside the Company
None

Reasons for nomination as candidate for Member of the Board of Directors
Hidetaka Nakagita has extensive business experience and a wide range of insight as a manager, and is fulfilling his
responsibilities as Representative Member of the Board of Directors, President & Chief Executive Officer by leading themanagement of the Company group through his excellent leadership. In view of his past achievements, the Company judgesthat he is suitable for the sustainable growth of the Company group and the enhancement of its corporate value over the
medium to long term, and proposes that he continue to be elected as a Member of the Board of Directors.

5

Candidate
No.

2

Shigehito Katsuki(Date of birth: January 11, 1960)

Number of the Company’s shares owned:
20,485
Number of years in office as a Member of the Board of Directors:
5 years
Attendance at Board of Directors meetings:
13/13 (100%)

Reelection
Career summary, and position and responsibility in the Company
Apr. 1984
May 2005
Aug. 2007
July 2010
July 2013
June 2014
June 2016
June 2017
June 2018
Apr. 2019
June 2019
June 2021
June 2022

Joined Nippon Telegraph and Telephone Public Corporation
General Manager of Investor Relations, Department IV, Nippon Telegraph and Telephone
Corporation
General Manager of Strategic Technology Investment Department and General Manager ofInternational Business Department, NTT FINANCE CORPORATION
Executive Manager of Accounts & Finance Department, Nippon Telegraph and Telephone East
Corporation
Senior Vice President of Accounting & Finance Department, NTT Urban Development Corporation
Member of the Board, Senior Vice President of Accounting & Finance Department, NTT Urban
Development Corporation
Member of the Board, Senior Vice President of Corporate Strategy and Planning Department, NTT
Urban Development Corporation
Member of the Board, Executive Vice President of Corporate Strategy and Planning Department, NTT
Urban Development Corporation
President & CEO, Premier REIT Advisors Co., Ltd.
Executive Director, Premier Investment Corporation
Representative Member of the Board of Directors, Senior Executive Vice President of the Company
Representative Member of the Board of Directors, Senior Executive Vice President, and General
Manager of Management Headquarters of the Company
Representative Member of the Board of Directors, Senior Executive Vice President of the Company(current position)

Significant concurrent positions outside the Company
None

Reasons for nomination as candidate for Member of the Board of Directors
Shigehito Katsuki has extensive experience and a wide range of insight, and is fulfilling his responsibilities as
Representative Member of the Board of Directors and Senior Executive Vice President by leading the management of theCompany group with his excellent business management skills. In view of his past achievements, the Company judges that
he is suitable for the sustainable growth of the Company group and the enhancement of its corporate value over the medium
to long term, and proposes that he continue to be elected as a Member of the Board of Directors.

6

CandidateNo.

3

Satoshi Tomie(Date of birth: August 27, 1959)

Number of the Company’s shares owned:
20,790
Number of years in office as a Member of the Board of Directors:
4 years
Attendance at Board of Directors meetings:
13/13 (100%)

Reelection
Career summary, and position and responsibility in the Company
Apr. 1982
June 2010

Joined the Company
Senior Manager of Engineering Department 1, Engineering Division, NTT Business Headquarters,
Tokyo Main Office of the Company

June 2013

General Manager of Engineering Division and Senior Manager of Engineering Department 1, NTT
Business Headquarters, Tokyo Main Office of the Company
Executive Officer and Deputy General Manager of Urban Facilities Headquarters, Tokyo Main Officeof the Company
Executive Officer, General Manager of Safety and Quality Management Headquarters, and Deputy
General Manager of Urban Facilities Headquarters, Tokyo Main Office of the Company
Executive Officer and Hokkaido Branch Manager of the Company
Senior Executive Officer and Hokkaido Branch Manager of the Company
Member of the Board of Directors, Senior Executive Officer, and General Manager of Procurement
Strategy Headquarters of the Company
Member of the Board of Directors, Managing Executive Officer, General Manager of Procurement
Strategy Headquarters, and General Manager of Engineering Administration Headquarters of theCompany
Member of the Board of Directors, Managing Executive Officer, and General Manager of the Tokyo
Main Office of the Company (current position)

June 2014
June 2017
Jan. 2018
June 2019
June 2020
June 2021

June 2023

Significant concurrent positions outside the Company
None

Reasons for nomination as candidate for Member of the Board of Directors
Satoshi Tomie has extensive business experience and broad insight in areas such as design and engineering, and plays animportant role as General Manager of the Tokyo Main Office. In view of his past achievements, the Company judges that heis suitable for the sustainable growth of the Company group and the enhancement of its corporate value over the medium tolong term, and proposes that he continue to be elected as a Member of the Board of Directors.

7

Candidate
No.

4

Hirohiko Kyoho(Date of birth: March 7, 1962)

Number of the Company’s shares owned:
23,226
Number of years in office as a Member of the Board of Directors:
3 years
Attendance at Board of Directors meetings:
13/13 (100%)

Reelection
Career summary, and position and responsibility in the Company
Apr. 1984
July 2013

Joined the Company
Senior Manager of Engineering Department 1, Engineering Division, NTT Business Headquarters,
Tokyo Main Office of the Company

June 2014

General Manager of Engineering Division, NTT Business Headquarters, Tokyo Main Office of theCompany
Executive Officer and Hiroshima (currently Chugoku) Branch Manager of the Company
Executive Officer, Chugoku Branch Manager, and Deputy General Manager of West Japan Business
Promotion Headquarters of the Company
Senior Executive Officer and General Manager of Sales Administration Headquarters of the Company
Senior Executive Officer, General Manager of Sales Administration Headquarters, and Deputy
General Manager of Urban Facilities Headquarters, Tokyo Main Office of the Company
Member of the Board of Directors, Senior Executive Officer, General Manager of Sales
Administration Headquarters, and Deputy General Manager of Urban Facilities Headquarters, Tokyo
Main Office of the Company
Member of the Board of Directors, Managing Executive Officer, General Manager of Sales
Administration Headquarters, and General Manager of Urban Facilities Headquarters, Tokyo Main
Office of the Company(current position)

June 2016
June 2017
June 2019
June 2020
June 2021

June 2022

Significant concurrent positions outside the Company
None

Reasons for nomination as candidate for Member of the Board of Directors
Hirohiko Kyoho has extensive business experience and broad insight into areas such as design, engineering and sales
planning, and plays a vital role as the General Manager of the Sales Administration Headquarters. In view of his pastachievements, the Company judges that he is suitable for the sustainable growth of the Company group and theenhancement of its corporate value over the medium to long term, and proposes that he continue to be elected as a Memberof the Board of Directors.

8CandidateNo.

5

Yasuaki Hori
(Date of birth: October 17, 1967)

Number of the Company’s shares owned:
11,367
Number of years in office as a Member of the Board of Directors:
2 years
Attendance at Board of Directors meetings:
13/13 (100%)

Reelection
Career summary, and position and responsibility in the Company
Apr. 1990
Oct. 2005
July 2009
July 2010
Oct. 2013
July 2016
July 2020
June 2021
June 2022
June 2023

Joined Nippon Telegraph and Telephone Corporation
Senior Manager of Department V (Legal Affairs), Nippon Telegraph and Telephone Corporation
General Manager of General Affairs Department (General Affairs and Secretarial Division), NTT
Communications Corporation
General Manager of Kaizen Office, Corporate Planning Department, NTT Communications
Corporation
General Manager of Kaizen Office, Process & Knowledge Management Department and General
Manager of Corporate Planning Department, NTT Communications Corporation
General Manager of Planning Division, Solution Services Department, NTT Communications
Corporation
Senior Executive Officer and Deputy General Manager of Management Headquarters of the Company
Senior Executive Officer, Deputy General Manager of Management Headquarters and General
Manager of ESG Promotion Office of the Company
Member of the Board of Directors, Senior Executive Officer, General Manager of Management
Headquarters and General Manager of ESG Promotion Office of the Company
Member of the Board of Directors, Senior Executive Officer, General Manager of Management
Headquarters, Senior Manager of Planning Department and General Manager of ESG Promotion
Office of the Company (current position)

Significant concurrent positions outside the Company
None

Reasons for nomination as candidate for Member of the Board of Directors
Yasuaki Hori has extensive business experience and broad insight in areas such as legal affairs and corporate planning, andplays an important role as General Manager of Management Headquarters. In view of his past achievements, the Company
judges that he is suitable for the sustainable growth of the Company group and the enhancement of its corporate value overthe medium to long term, and proposes that he continue to be elected as a Member of the Board of Directors.

9CandidateNo.

6

Yasunori Arai
(Date of birth: September 26, 1964)

Number of the Company’s shares owned:
13,791
Number of years in office as a Member of the Board of Directors:
1 yearAttendance at Board of Directors meetings:
10/10 (100%)

Reelection
Career summary, and position and responsibility in the Company
Apr. 1989
July 2011
June 2014
June 2017
July 2017

Joined the Company
Senior Manager of Engineering Department 1, Engineering Division, Urban Facilities Headquarters,
Tokyo Main Office of the Company
General Manager of Engineering Department, Engineering Division, Urban Facilities Headquarters,
Tokyo Main Office of the Company
Executive Officer, General Manager of Engineering Division, Urban Facilities Headquarters, Tokyo
Main Office of the Company
Executive Officer, General Manager of Engineering Division, and Senior Manager of Engineering
Support Department, Urban Facilities Headquarters, Tokyo Main Office of the Company

June 2019

Senior Executive Officer, Deputy General Manager of Engineering Administration Headquarters,
General Manager of Engineering Division, and Senior Manager of Engineering Support Department,
Urban Facilities Headquarters, Tokyo Main Office of the Company

June 2020

Senior Executive Officer, General Manager of Engineering Administration Headquarters of theCompany
Senior Executive Officer, General Manager of West Japan Business Promotion Headquarters andKansai Branch Manager of the Company

June 2021
June 2023

Member of the Board of Directors, Senior Executive Officer, General Manager of Engineering
Administration Headquarters of the Company (current position)

Significant concurrent positions outside the Company
None

Reasons for nomination as candidate for Member of the Board of Directors
Yasunori Arai has extensive business experience and broad insight into areas such as design and engineering, and plays avital role as the General Manager of the Engineering Administration Headquarters. The Company judges that he is suitable
for the sustainable growth of the Company group and the enhancement of its corporate value over the medium to long term,and proposes that he continue to be elected as a Member of the Board of Directors.

10Candidate
No.

7

Seiichi Hashimoto(Date of birth: May 6, 1954)

Number of the Company’s shares owned:
Number of years in office as an Outside Director:
Attendance at Board of Directors meetings:

0
7 years
13/13 (100%)

Reelection Outside Independent
Career summary, and position and responsibility in the Company
Apr. 1978
Jan. 1999
Mar. 2006
Mar. 2008
Mar. 2009
Mar. 2010

Joined Kirin Brewery Company, Limited
Head of Product Development Institute, Marketing Department, Kirin Brewery Company, Limited
General Manager of Nishi-Nihon Off-Premise Sales Department, Kirin Brewery Company, Limited
President, Kirin Yakult NextStage Co., Ltd.
Executive Officer and General Manager of Planning Department, Kirin Brewery Company, Limited
Director and General Manager of Planning Department, Kirin Brewery Company, Limited

Mar. 2011
Mar. 2012
Mar. 2013
Mar. 2014
Mar. 2015

Managing Director and General Manager of Planning Department, Kirin Brewery Company, Limited
Managing Director, Kirin Holdings Company, Limited
Managing Director and General Manager of CSV Division, Kirin Company, Limited
Managing Director, General Manager of CSV Division, and CMO, Kirin Company, Limited
Senior Executive Officer, Kirin Holdings Company, Limited, and Director, Senior Executive Officer,
General Manager of CSV Division, and CMO, Kirin Company, Limited
Outside Director of the Company(current position)

June 2017

Significant concurrent positions outside the Company
None

Reasons for nomination as candidate for Outside Director and outline of expected roles
Seiichi Hashimoto has provided appropriate advice and recommendations in important management decisions of theCompany by utilizing his extensive experience and broad insight as a manager. In view of his past achievements, theCompany expects him to provide useful advice and recommendations on the Company’s business strategies, etc., andtherefore proposes that he continue to be elected as an Outside Director.

11

Candidate
No.

8

Masako Osuna(Date of birth: March 1, 1956)

Number of the Company’s shares owned:
Number of years in office as an Outside Director:
Attendance at Board of Directors meetings:

0
5 years
13/13 (100%)

Reelection Outside Independent
Career summary, and position and responsibility in the Company
Apr. 1979
June 2000
Apr. 2009
Mar. 2011
Feb. 2014
June 2015
Apr. 2017

June 2019
June 2020
June 2022

Joined special corporation Japan External Trade Organization (currently Incorporated administrative
agency Japan External Trade Organization (JETRO))
Deputy Managing Director, JETRO Singapore
Director-General, International Exchange and Training Department, Institute of Developing
Economies (IDE-JETRO)
Director-General, JETRO Seoul
Professor of Management Systems Department, College of Informatics and Human Communication,
Kanazawa Institute of Technology
Outside Director (Audit and Supervisory Committee Member), The Hokkoku Bank, Ltd.
Professor, Office of Industry-University Collaboration, Organization for Research Support, Kanazawa
Institute of Technology(current position)
Outside Director of the Company(current position)
Outside Auditor, C.I. TAKIRON Corporation(current position; scheduled to retire in June 2024)
Outside Director (Audit and Supervisory Committee Member) of EIZO Corporation(current position)

Significant concurrent positions outside the Company
Professor, Kanazawa Institute of Technology
Outside Auditor, C.I. TAKIRON Corporation
Outside Director (Audit and Supervisory Committee Member) of EIZO Corporation

Reasons for nomination as candidate for Outside Director and outline of expected roles
Masako Osuna has worked for the Japan External Trade Organization (JETRO) for many years and is currently active in awide range of fields, including serving as a professor in the Office of Industry-University Collaboration at Kanazawa
Institute of Technology and as an outside director of a listed company. She has provided appropriate advice andrecommendations in important management decisions of the Company based on her extensive experience and broad insight.
In view of her past achievements, the Company expects her to provide useful advice and recommendations on the
Company’s human resources strategy and ESG initiatives, etc., and therefore proposes that she continue to be elected as an
Outside Director. Although she has never been directly involved in the management of a company except as an Outside
Director, the Company believes that she can appropriately fulfill her duties as an Outside Director for the above reasons.

12CandidateNo.

9Junko Ogushi(Date of birth: August 23, 1960)

Number of the Company’s shares owned:
Number of years in office as an Outside Director:
Attendance at Board of Directors meetings:

0
3 years
13/13 (100%)

Reelection Outside Independent
Career summary, and position and responsibility in the Company
Apr. 1998
Apr. 1998
Jan. 2000

Registered as an attorney at law
Joined Hibiya Kyodo Law Office
Joined Atsumi & Usui (currently Atsumi & Sakai)Jan. 2003
Jan. 2006

Partner, Atsumi & Sakai
Senior Partner, Atsumi & Sakai(current position)
Secretary, Legislative Council of the Ministry of Justice
Admitted to the State Bar of California
Auditor, Tokyo Metropolitan Industrial Technology Research Institute(current position)
Outside Director of the Company(current position)
Outside Auditor of SUDACHI Small-amount Short-term Insurance Co., Ltd. (currently Aflac Smallamount Short-term Insurance Co., Ltd.) (current position)

Oct. 2006
Dec. 2017
Oct. 2020
June 2021
Oct. 2022
June 2023

Outside Director (Audit Committee member) of Mitsubishi Motors Corporation (current position)

Significant concurrent positions outside the Company
Attorney at law, Atsumi & Sakai
Auditor, Tokyo Metropolitan Industrial Technology Research InstituteOutside Auditor of Aflac Small-amount Short-term Insurance Co., Ltd.
Outside Director (Audit Committee member) of Mitsubishi Motors Corporation
Reasons for nomination as candidate for Outside Director and outline of expected roles
Junko Ogushi has provided appropriate advice and recommendations in important management decisions of the Company
based on her professional knowledge and her experience as a lawyer with extensive legal knowledge. In view of her pastachievements, the Company expects her to provide suitable advice and recommendations on the Company’s governanceand other issues, and therefore proposes that she continue to be elected as an Outside Director. Although she has never been
directly involved in the management of a company except as an Outside Director, the Company believes that she canappropriately fulfill her duties as an Outside Director for the above reasons.
Notes: 1. There is no special interest between any of the candidates and the Company.
2. Seiichi Hashimoto, Masako Osuna and Junko Ogushi are candidates for Outside Director.
3. Number of years in office since candidates for Outside Director assumed their office as Outside Director of theCompany:
At the conclusion of this annual General Meeting of Shareholders, candidate for Outside Director Seiichi
Hashimoto’s tenure as Outside Director of the Company will have been seven years.
At the conclusion of this annual General Meeting of Shareholders, candidate for Outside Director Masako Osuna’s
tenure as Outside Director of the Company will have been five years.
At the conclusion of this annual General Meeting of Shareholders, candidate for Outside Director Junko Ogushi’stenure as Outside Director of the Company will have been three years.
4. Pursuant to the provisions of Article 427, paragraph (1) of the Companies Act, the Company has entered into
agreements with Seiichi Hashimoto, Masako Osuna and Junko Ogushi, who are candidates for Outside Director, tolimit their liability for damages under Article 423, paragraph (1) of the same Act. The maximum amount of liability
for damages under this agreement is the minimum liability amount provided for under laws and regulations, and theCompany plans to continue this agreement if they are reelected.

13

5. The Company has entered into a directors and officers liability insurance policy with an insurance company under
Article 430-3, paragraph (1) of the Companies Act to cover the litigation expenses and compensation for damages
incurred by the insured, including the Company’s Member of the Board of Directors, in lawsuits on behalf ofshareholders, claims for damages by third parties, and lawsuits by the Company. If each candidate is elected andassumes office as a Member of the Board of Directors, they will be insured under the insurance policy. The Company
plans to renew the insurance policy with the same contents at the next renewal.
6. The Company has submitted notification to the Tokyo Stock Exchange that Seiichi Hashimoto, Masako Osuna andJunko Ogushi, candidates for Outside Director, have been designated as independent officers. If they are reelected,
the Company plans to continue to submit notification that they have been designated as independent officers.
7. Number of the Company’s shares owned includes the number of shares owned in the name of the Directors
Shareholding Association.
8. In January 2020, while Masako Osuna was serving as an Outside Director (Audit and Supervisory Committee
Member) of The Hokkoku Bank, Ltd., an embezzlement case by a former employee of the bank came to light. She
had not been aware of this fact prior to the incident, and has been making recommendations from the perspective oflegal compliance at meetings of the Board of Directors, etc. After the fact was revealed, she made proposals tostrengthen the internal control system and ensure compliance to prevent recurrence.

14

Reference: The Company expects each Member of the Board of Directors to have the following skills.

Name

Corporate
Management Technology
and IT
and Business
Strategy
●
●
●
●
●
●
●
●
●
●
●

Sales andMarketingHR

Financial
Affairs

Risk
GlobalManagement Experience

Sustainability and
ESG

Hidetaka Nakagita●●●●
Shigehito Katsuki
●
●
●
●
●
Satoshi Tomie●●●
Hirohiko Kyoho●●
Yasuaki Hori●●●
Yasunori Arai●●
Seiichi Hashimoto●●●
Masako Osuna●●●●
Junko Ogushi●●●●
Note: The above list is not intended to represent all the experience and knowledge possessed by each Member of the Board of
Directors.

15

Reference: Independence Criteria for Outside Officers
1 A major business partner of the Company*1 or an executive thereof (executive director or executive
officer)
2 An entity whose major business partner is the Company*2 or an executive thereof (executive director
or executive officer)
3 A major lender to the Company*3 or an executive thereof (executive director or executive officer)
4 The company’s lead managing underwriter or an executive thereof*4 (executive director or executive
officer)
5 A certified public accountant belonging to the Company’s auditing firm*5
6 An attorney belonging to a law firm under contract with the Company*6
7 A consultant or an executive thereof (partners or employees) who has received more than ¥10 million
per year in cash or other assets from the Company in any of the past three fiscal years
8 A major shareholder of the Company*7 or an executive thereof (executive director or executive
officer)
9 An entity who has received donations from the Company of ¥10 million or more per year or an amountequal to 1% or more of the total income of the recipient in any of the past three fiscal years (if therecipient is a corporation, partnership, or other organization, this refers to the executives of suchorganization)
10 Relatives within the second degree of kinship of any of the following:• Those listed in 1 to 9 above• Director or executive officer of a subsidiary of the Company
*1
*2
*3
*4
*5
*6
*7

A major business partner of the Company means an entity whose value of orders placed with the Company is 2%
or more of the Company’s consolidated net sales in any of the last three fiscal years.
An entity whose major business partner is the Company means one whose value of orders placed from the Company
is 2% or more of the consolidated net sales of said entity in any of the last three fiscal years.
A major lender to the Company means a lender whose outstanding loans to the Company in any of the last threefiscal years are 2% or more of the Company’s consolidated net assets at the end of the fiscal year.
A member of the Company’s lead managing underwriter firm during the past three years.
An auditor who has been a member of the Company’s auditing firm during the past five years.
An attorney belonging to a law firm under contract with the Company during the past five years.
A major shareholder of the Company means one that directly or indirectly holds 5% or more of the voting rights of
the Company as of the end of the most recent fiscal year.

16

Proposal No. 3: Election of Two (2) Company Auditors
At the conclusion of this meeting, the terms of office of Company Auditors Hiroshi Abe and Hirotaka
Tadakoshi will expire. Therefore, the Company proposes the election of two (2) Company Auditors.
In addition, the consent of the Board of Company Auditors has been obtained for this proposal.
The candidates for Company Auditor are as follows:
Name

Current position in the Company

1

Hiroshi Abe

Reelection

Full-time Company Auditor

2

Hirotaka Sato

New election
OutsideIndependent–17

Candidate
No.

1

Hiroshi Abe(Date of birth: October 16, 1961)

Number of the Company’s shares owned:
5,877
Number of years in office as a Company Auditor:
1 yearAttendance at Board of Corporate Auditor meetings: 10/10 (100%)

Reelection
Career summary and position in the Company
July 1990
June 2009
July 2013
July 2016
June 2017

Joined the Company
Senior Manager of Finance Department
Senior Manager of General Affairs Department, Nagoya Branch (currently Tokai Branch)
Senior Manager of Human Resources Team, General Affairs Department, Management Headquarters
Senior Manager of Human Resources Team, General Affairs Department, Management Headquarters
and Senior Manager of General Affairs Department, Tokyo Headquarters

July 2018
July 2020

Senior Manager responsible for Management Headquarters
Senior Manager of General Affairs Department, Kansai Branch

June 2023

Full-time Company Auditor (current position)

Significant concurrent positions outside the Company
None

Reasons for nomination as candidate for Company Auditor
Hiroshi Abe has experience in areas such as general affairs, human resources, and finance accumulated over many years
working at the Company and the Company proposes that he continue to be elected as a Company Auditor so that his
experience and wisdom may be utilized in the auditing system of the Company.

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CandidateNo.

2

Hirotaka Sato
(Date of birth: November 18, 1958)
Number of the Company’s shares owned:0

New election Outside Independent
Career summary and position in the Company
Apr. 1982

Joined Nippon Telegraph and Telephone Public Corporation

June 2005
July 2008

Senior Manager of Accounts and Finance Department, NTT DOCOMO, INC.
General Manager of Finance and Accounting Department, Nippon Telegraph and Telephone
Corporation

June 2011

Senior Vice President and General Manager of Corporate Marketing Department I, NTT DOCOMO,
INC.
Member of the Board of Directors, Senior Vice President and General Manager of Accounts andFinance Department
Member of the Board of Directors, Executive Vice President and General Manager of Accounts andFinance Department
Responsible for Finance and Business Alliance
Representative Director and President, Senior Executive Manager, Marketing & Sales Promotion
Headquarters, Kyoritsu Construction Co., Ltd.
Representative Director and President (current position)

June 2012
June 2014

June 2018
June 2019

Significant concurrent positions outside the Company
Representative Director and President, Kyoritsu Construction Co., Ltd.

Reasons for nomination as candidate for Outside Company Auditor
Hirotaka Sato has extensive experience as a manager and broad insight into management, and the Company proposes hiselection as an Outside Company Auditor so that his experience and wisdom may be utilized in the auditing system of theCompany. Although the Company has transactions regarding construction with Kyoritsu Construction Co., Ltd. where heserves as Representative Director and President, the amount of transactions in each of the past three fiscal years has been
negligible and accounted for 0.1% (rounded to the first decimal place) of the Company’s consolidated net sales in the mostrecent fiscal year. In view of this and factors, the Company judges that he has independence as an Outside Company
Auditor.
Notes: 1. There is no special interest between Hiroshi Abe and the Company.
2. Hirotaka Sato is a new candidate.
3. Hirotaka Sato is a candidate for Outside Company Auditor.
4. If the election of Hirotaka Sato, a candidate for Outside Company Auditor, is approved, the Company will enter into
an agreement with him to limit his liability for damages under Article 423, paragraph (1) of the Companies Act inaccordance with Article 427, paragraph (1) of the same Act. The maximum amount of liability for damages under
this agreement is the amount provided for under laws and regulations.
5. The Company has entered into a directors and officers liability insurance policy with an insurance company under
Article 430-3, paragraph (1) of the Companies Act to cover the litigation expenses and compensation for damages
incurred by the insured, including the Company’s Auditors, in lawsuits on behalf of shareholders, claims fordamages by third parties, and lawsuits by the Company. If both Hiroshi Abe and Hirotaka Sato are elected andassume office as Company Auditors, they will be insured under the insurance policy. The Company plans to renew
the insurance policy with the same contents at the next renewal.
6. Hirotaka Sato, a candidate for Outside Company Auditor, satisfies the requirements for an independent officer as
provided for by the Tokyo Stock Exchange, and the Company plans to submit notification that he has been
designated as an independent officer.
7. Number of the Company’s shares owned includes the number of shares owned in the name of the Directors
Shareholding Association.

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