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 3, 2022
To our shareholders:
Nagahiro Kuroda
Representative Director, President &Chief Executive Officer

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

Notice of the 57th Annual General Meeting of Shareholders
We hereby announce the 57th Annual General Meeting of Shareholders of Hibiya Engineering, Ltd. (the“Company”) will be held as described below.
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
Wednesday, June 22, 2022 (JST).
1. Date and Time:Thursday, June 23, 2022 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

3. Purpose of the Meeting:
Matters to be reported:
1. Business Report and Consolidated Financial Statements for the 57th fiscal year
(April 1, 2021 to March 31, 2022) 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 57th fiscal year (April 1, 2021 toMarch 31, 2022)
Matters to be resolved:
Proposal No. 1: Appropriation of Surplus
Proposal No. 2: Amendment to the Articles of Incorporation
Proposal No. 3: Election of Nine (9) Directors
Proposal No. 4: Election of One (1) Company Auditor
 If you attend the meeting on the day, please submit the enclosed voting form at the reception desk.
 Among the documents to be attached to this notice, the following items are posted on the Company’s website inaccordance with relevant laws and regulations and Article 16 of the Company’s Articles of Incorporation, and areaccordingly not included in the documents attached to this notice.
(i) “Matters Concerning Share Acquisition Rights, Etc.” 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.

1 If revisions to the contents of the Reference Documents for the General Meeting of Shareholders, the Business Report, theConsolidated Financial Statements and the Non-consolidated Financial Statements are required, the Company shall
publish a notification on the Company’s website.
Company’s website ▶▶ https://www.hibiya-eng.co.jp/

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¥42 per common share of the Company
Total dividends: ¥992,260,542
As the Company has already paid an interim dividend of ¥40 per share, the annual dividend for the fiscal
year will be ¥82 per share.
(3) Effective date of dividends of surplus
June 24, 2022

3

Proposal No. 2: Amendment to the Articles of Incorporation
1. Reasons for the proposal
As a result of the revised provisions provided for in the proviso to Article 1 of the Supplementary
Provisions of the Act Partially Amending the Companies Act (Act No. 70 of 2019) taking effect on
September 1, 2022, the Company proposes to make the following changes to its Articles ofIncorporation for the introduction of the system for providing informational materials for the General
Meeting of Shareholders in electronic format.
(1) Article 16 in “Proposed Amendments” below will stipulate that the Company shall take measuresfor providing information that constitutes the content of reference documents for the General
Meeting of Shareholders, etc. in electronic format. This will also establish the provision to limit thescope of the items to be stated in the paper-based documents to be delivered to shareholders whorequested the delivery of paper-based documents.
(2) Since the provisions for Internet Disclosure and Deemed Provision of Reference Documents for the
General Meeting of Shareholders, Etc. (Article 16 of the pre-amended Articles of Incorporation) will
no longer be required, they will be deleted.
(3) Accompanying the aforementioned establishment and deletion of provisions, supplementaryprovisions regarding the effective date, etc. will be established.
2. Details of amendments
The details of the amendments are as follows.
Current Articles of Incorporation

Proposed Amendments(Internet Disclosure and Deemed Provision of Reference
Documents for the General Meeting of Shareholders, Etc.)(Deleted)

Article 16
When the Company convenes a General Meeting of
Shareholders, if it discloses information that is to be statedor presented in the reference documents for the General
Meeting of Shareholders, business report, non-consolidated
financial statements and consolidated financial statements
through the Internet in accordance with the provisions
prescribed by the Ordinance of the Ministry of Justice, it
may be deemed that the Company has provided thisinformation to shareholders.
(Newly established)

Article 16 (Measures, Etc. for Providing Information inElectronic Format)
1. When the Company convenes a General Meeting of
Shareholders, it shall take measures for providing
information that constitutes the content of reference
documents for the General Meeting of Shareholders,etc. in electronic format.
2. Among items for which the measures for providing
information in electronic format will be taken, theCompany may exclude all or some of those items
designated in the Ordinance of the Ministry of Justicefrom statements in the paper-based documents to bedelivered to shareholders who requested the delivery of
paper-based documents by the record date of voting
rights.

4Current Articles of Incorporation

Proposed Amendments(Newly established)(Supplementary Provisions)
1. The deletion of Article 16 (Internet Disclosure andDeemed Provision of Reference Documents for the
General Meeting of Shareholders, Etc.) in the preamended Articles of Incorporation and theestablishment of the new Article 16 (Measures, Etc. for
Providing Information in Electronic Format) in theamended Articles of Incorporation take effect from thedate of enforcement of the revised provisions provided
for in the proviso to Article 1 of the Supplementary
Provisions of the Act Partially Amending theCompanies Act (Act No. 70 of 2019) (hereinafterreferred to as the “Date of Enforcement”).
2. Notwithstanding the provisions of the preceding
paragraph, Article 16 of the pre-amended Articles ofIncorporation shall remain in effect regarding any
General Meeting of Shareholders held on a date within
six months from the Date of Enforcement.
3. These Supplementary Provisions shall be deleted on thedate when six months have elapsed from the Date of
Enforcement or three months have elapsed from thedate of the General Meeting of Shareholders in thepreceding paragraph, whichever is later.

5

Proposal No. 3: Election of Nine (9) Directors
At the conclusion of this meeting, the terms of office of all nine (9) Directors will expire. Therefore, theCompany proposes the election of nine Directors.

The candidates for Director are as follows:
Candidate
No.

Name

Current position and responsibility in the Company

1

Nagahiro Kuroda

Reelection

Representative Director, President & Chief
Executive Officer

2

Shigehito Katsuki

Reelection

Representative Director, Senior Executive Vice
President

3

Hidetaka Nakagita

New election—

4

Satoshi Tomie

Reelection

Director and Managing Executive Officer

5

Hirohiko Kyoho

Reelection

Director and Senior Executive Officer

6

Yasuaki Hori

New election

Senior Executive Officer

Seiichi Hashimoto

Reelection
OutsideIndependent

Outside Director

8

Masako Osuna

Reelection
OutsideIndependent

Outside Director

9

Junko Ogushi

Reelection
OutsideIndependent

Outside Director

76

CandidateNo.

1

Nagahiro Kuroda(Date of birth: September 24, 1957)

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

10,361
3 years
13/13 (100%)

Reelection
Career summary, and position and responsibility in the Company
Apr. 1981
Jan. 1997
Apr. 2004
July 2006
June 2012
June 2015
June 2017
July 2018
June 2019
June 2020

Joined Nippon Telegraph and Telephone Public Corporation
General Manager of Architectural Design Center, Tohoku Branch, NTT FACILITIES, INC.
Deputy Senior Executive Manager of Kansai Regional Headquarters, NTT FACILITIES, INC.
General Manager of Real Estate Planning Office, Account & Finance Department, Nippon Telegraphand Telephone West Corporation
Senior Vice President and General Manager of Tokai Branch, NTT FACILITIES, INC.
Executive Vice President and Senior Executive Manager of Facilities Management Business
Headquarters, NTT FACILITIES, INC.
Senior Executive Vice President and Senior Executive Manager of Sales Headquarters, NTT
FACILITIES, INC.
Senior Executive Vice President and Senior Executive Manager of NTT Services Headquarters, NTT
FACILITIES, INC.
Representative Director, Senior Executive Vice President of the Company
Representative Director, President & Chief Executive Officer of the Company(current position)

Significant concurrent positions outside the Company
None

Reasons for nomination as candidate for Director
Nagahiro Kuroda has extensive business experience and a wide range of insight as a manager, and is fulfilling his
responsibilities as Representative Director, President & Chief Executive Officer by leading the management of theCompany group through his excellent leadership. 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 Director.

7

Candidate
No.

2

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

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

9,704
3 years
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

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 Director, Senior Executive Vice President of the Company
Representative Director, Senior Executive Vice President, and General Manager of Management
Headquarters of the Company(current position)

Significant concurrent positions outside the Company
None

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

8

Candidate
No.

3

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

Number of the Company’s shares owned:

3,000

New election
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.
(current position; scheduled to retire in June 2022)

Jan. 2020
June 2020

Significant concurrent positions outside the Company
None

Reasons for nomination as candidate for Director
Hidetaka Nakagita has extensive experience as a manager and broad insight into management, and the Company believes
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 therefore, the Company proposes his election as Director.

9CandidateNo.

4

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

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

11,9102 years
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
Director, Senior Executive Officer, and General Manager of Procurement Strategy Headquarters of
the Company
Director, Managing Executive Officer, General Manager of Procurement Strategy Headquarters, andGeneral Manager of Engineering Administration Headquarters of the Company(current position)

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

Significant concurrent positions outside the Company
None

Reasons for nomination as candidate for Director
Satoshi Tomie has extensive business experience and broad insight in areas such as design and engineering, and plays animportant role as General Manager of Procurement Strategy 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 Director.

10Candidate
No.

5

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

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

14,4591 year
10/10 (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
Director, Senior Executive Officer, General Manager of Sales Administration Headquarters, and
Deputy General Manager of Urban Facilities Headquarters, Tokyo Main Office of the Company(current position)

June 2016
June 2017
June 2019
June 2020
June 2021

Significant concurrent positions outside the Company
None

Reasons for nomination as candidate for Director
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 Director.

11

CandidateNo.

6

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

Number of the Company’s shares owned:

3,588

New election
Career summary, and position and responsibility in the Company
Apr. 1990
Oct. 2004
July 2009
July 2010
Oct. 2013
July 2016
July 2020
June 2021

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(current position)

Significant concurrent positions outside the Company
None

Reasons for nomination as candidate for Director
Yasuaki Hori has extensive business experience and broad insight in areas such as legal affairs and corporate planning, andthe Company believes 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 therefore, the Company proposes his election as Director.

12

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
5 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.

13

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
3 years
13/13 (100%)

Reelection Outside Independent
Career summary, and position and responsibility in the Company
Apr. 1979
June 2000
July 2007
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
Manager of Regional Industry Cooperation Division, JETRO
Director-General, International Exchange and Training Department, Institute of Developing
Economies (IDE-JETRO)
Secretary General, IDE Advanced School (IDEAS)
Director-General, JETRO Seoul
Managing Director, Seoul Japan Club (SJC)
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)
To be appointed as Outside Director (Audit and Supervisory Committee Member) of EIZO
Corporation

Significant concurrent positions outside the Company
Professor, Kanazawa Institute of Technology
Outside Auditor, C.I. TAKIRON 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 Audit & Supervisory Board Member of C.I. TAKIRON Corporation. She has
provided appropriate advice and recommendations 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 usefuladvice and recommendations on the Company’s human resources strategy and ESG initiatives, etc., and therefore proposesthat 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 officer, the Company believes that she can appropriately fulfill her duties as an Outside
Director for the above reasons.

14

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
1 year
10/10 (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)

Oct. 2006
Dec. 2017
Oct. 2020
June 2021

Significant concurrent positions outside the Company
Attorney at law, Atsumi & Sakai
Auditor, Tokyo Metropolitan Industrial Technology Research InstituteReasons 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. Hidetaka Nakagita and Yasuaki Hori are new candidates.
3. Seiichi Hashimoto, Masako Osuna and Junko Ogushi are candidates for Outside Director.
4. 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 five 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 three 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 one year.
5. 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 reappointed.
6. 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 Directors, in lawsuits on behalf of shareholders, claims fordamages by third parties, and lawsuits by the Company. If each candidate is elected and assumes office as a Director,

15they will be insured under the insurance policy. The Company plans to renew the insurance policy with the samecontents at the next renewal.
7. 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.
8. Number of the Company’s shares owned includes the number of shares owned in the name of the Directors
Shareholding Association.
9. 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.

16

Reference: The Company expects each Director to have the following skills.

Name

Nagahiro Kuroda
Shigehito Katsuki
Hidetaka Nakagita
Satoshi Tomie
Hirohiko Kyoho
Yasuaki Hori
Seiichi Hashimoto
Masako Osuna
Junko Ogushi

Corporate
Management andBusiness
Strategy
●
●
●

●
●
●

Technology
and IT

Sales andMarketing

●
●
●
●
●
●

●

HR

●
●
●
●

●

Financial
Affairs

Risk
Management

GlobalExperience

●
●
●

●

●

Sustainability and
ESG

●

●
●
●
●

●
●
●
●

●
●
●

Note: The above list is not intended to represent all the experience and knowledge possessed by each Director.

17

●
●
●
●
●
●
●
●
●

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.

18

Proposal No. 4: Election of One (1) Company Auditor
Company Auditor Kouji Kuwahara will resign at the conclusion of this Annual General Meeting of
Shareholders. Therefore, the Company proposes the election of one (1) Company Auditor.
Since Takahiro Kawashima, a candidate for Company Auditor, will be elected as a substitute for Kouji
Kuwahara, a Company Auditor, his term of office will expire at the end of the term of office of the retiring
Company Auditor, as provided for in the Company’s Articles of Incorporation. In addition, the consent of theBoard of Company Auditors has been obtained for this proposal.
The candidate for Company Auditor is as follows:
Name

Takahiro Kawashima

Takahiro Kawashima(Date of birth: December 20, 1962)

Current position and responsibility in the Company
New election
OutsideIndependent—

Number of the Company’s shares owned:0

New election Outside Independent
Career summary and position in the Company
Apr. 1985
Oct. 2005
June 2007
Apr. 2008
Apr. 2012
Apr. 2013
Apr. 2014
Apr. 2014
Apr. 2016
Apr. 2016
Nov. 2017
Apr. 2018
June 2019
June 2020

Joined The Kyowa Bank, Ltd. (currently Resona Bank, Limited)
General Manager of Honjo Branch, Resona Bank, Limited
General Manager of Regional Support Division, Resona Bank, Limited
General Manager of Regional Support Department, Resona Bank, Limited
Executive Officer in charge of Tokyo Metropolitan Area (East Block), Resona Bank, Limited
Executive Officer in charge of Tokyo Metropolitan Area (East Block) and independent offices(Sapporo Branch, Utsunomiya Branch, and Sendai Branch), Resona Bank, Limited
Executive Officer in charge of Compliance Division, Resona Bank, Limited
Executive Officer in charge of Compliance Division, Resona Holdings, Inc.
Executive Officer in charge of Internal Audit Division, Resona Bank, Limited
Executive Officer in charge of Internal Audit Division, Resona Holdings, Inc.
Executive Officer in charge of Internal Audit Division, Kansai Mirai Financial Group, Inc.
Audit & Supervisory Board Member, Resona Bank, Limited
Director and Audit & Supervisory Committee Member, Resona Bank, Limited
Director, Member of Audit Committee, Resona Holdings, Inc.
(current position; scheduled to retire in June 2022)

Significant concurrent positions outside the Company
None

Reasons for nomination as candidate for Outside Company Auditor
Takahiro Kawashima has extensive knowledge and experience accumulated over many years at financial institutions andconsiderable insight into finance, accounting and auditing, and the Company proposes his election as Outside Company
Auditor so that his knowledge and experience may be utilized in the auditing system of the Company. He was engaged inbusiness operations at Resona Bank, Limited. However, the Company has no loans or other transactions with the bank, andtherefore, the Company does not consider this to affect his independence.

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Notes: 1. There is no special interest between Takahiro Kawashima and the Company.
2. Takahiro Kawashima is a new candidate.
3. Takahiro Kawashima is a candidate for Outside Company Auditor.
4. If the election of Takahiro Kawashima, a candidate for Outside Company Auditor, is approved, the Company willenter into an agreement with him to limit his liability for damages under Article 423, paragraph (1) of the Companies
Act in accordance with Article 427, 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.
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 Takahiro Kawashima is elected and assumes office as a
Company Auditor, he will be insured under the insurance policy. The Company plans to renew the insurance policy
with the same contents at the next renewal.
6. Takahiro Kawashima, 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.

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