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 2, 2023
To our shareholders:
Nagahiro Kuroda
Representative Member of the Boardof Directors, President & Chief
Executive Officer

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

Notice of the 58th Annual General Meeting of Shareholders
We hereby announce the 58th 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 58TH 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)
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 Thursday,June 22, 2023 (JST).

11. Date and Time:

Friday, June 23, 2023 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 58th fiscal year
(April 1, 2022 to March 31, 2023) 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 58th fiscal year (April 1, 2022 toMarch 31, 2023)
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 Three (3) Company Auditors
Proposal No. 4: Determination of the Amount and Details of Performance-linked Stock Option
Compensation, etc. for Members of the Board of Directors, etc.
 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.” 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, consideringthat this is the first General Meeting of Shareholders after the adoption of this system.

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: ¥991,316,367
As the Company has already paid an interim dividend of ¥42 per share, the annual dividend for the fiscal
year will be ¥85 per share.
(3) Effective date of dividends of surplus
June 26, 2023

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

Member of the Board of Directors, Senior
Executive Vice President

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

New election

Senior Executive Officer

7

Seiichi Hashimoto

Reelection
OutsideIndependent

Outside Director

Masako Osuna

Reelection
OutsideIndependent

Outside Director

Junko Ogushi

Reelection
OutsideIndependent

Outside Director

894CandidateNo.

1

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

Number of the Company’s shares owned:
4,118
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. 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(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 experience as a manager and broad insight into management, and is fulfilling his
responsibilities as Senior Executive Vice President and General Manager, Tokyo Main Office by leading the management of
the Company group through his excellent leadership. In view of his past achievements, the Company judges that he issuitable 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.

5

Candidate
No.

2

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

Number of the Company’s shares owned:
15,037
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. 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:
16,342
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. 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(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 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 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 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:
18,529Number of years in office as a Member of the Board of Directors:
2 years
Attendance at Board of Directors meetings:
12/13 (92.3%)

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:
7,519
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. 1990
Oct. 2005
July 2009
July 2010
Oct. 2013
July 2016
July 2020
June 2021
June 2022

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(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:

10,442New election
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(current position)

June 2021

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 in areas such as design and engineering, and theCompany 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 therefore, the Company proposes his election 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
6 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
4 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)
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
2 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)
To be appointed as Outside Director (Audit Committee member) of Mitsubishi Motors Corporation

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

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. Yasunori Arai is a new candidate.
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 six 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 four 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 two years.
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 reelected.
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 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 and13

assumes 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.
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.

14

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

Name

Hidetaka Nakagita
Shigehito Katsuki
Satoshi Tomie
Hirohiko Kyoho
Yasuaki Hori
Yasunori Arai
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 Memberof 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 Three (3) Company Auditors
At the conclusion of this meeting, the terms of office of Company Auditors Takahiro Kawashima and Shohei
Harada will expire and Hidekazu Uekusa will resign. Therefore, the Company proposes the election of three(3) Company Auditors.
Since Hiroshi Abe, a candidate for Company Auditor, will be elected as a substitute for Hidekazu Uekusa, aCompany 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 the Board of Company Auditors has been obtained for this proposal.
The candidates for Company Auditor are as follows:
Name

Current position and responsibility in the Company

1

Takahiro Kawashima

Reelection
OutsideIndependent

Full-time Outside Company Auditor

2

Hiroshi Abe

New election

Senior Manager, General Affairs Department,
Kansai Branch

3

Shohei Harada

Reelection
OutsideIndependent

Outside Company Auditor

17

CandidateNo.

1

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

Number of the Company’s shares owned:0
Number of years in office as a Company Auditor:
1 yearAttendance at Board of Corporate Auditor meetings: 10/10 (100%)

Reelection Outside Independent
Career summary and position in the Company
Apr. 1985
Oct. 2005
June 2007
Apr. 2012
Apr. 2014
Apr. 2014
Apr. 2016
Apr. 2016
Apr. 2018
June 2019
June 2020
June 2022
June 2023

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
Executive Officer in charge of Tokyo Metropolitan Area (East Block), 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.
Audit & Supervisory Board Member, Resona Bank, Limited
Director and Audit & Supervisory Committee Member, Resona Bank, Limited
Director, Member of Audit Committee, Resona Holdings, Inc.
Full-time Outside Company Auditor of the Company(current position)
To be appointed as Outside Auditor to Okura Yusoki Co., Ltd.

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 plays an appropriate role in auditing, etc. the Company’s
execution of management. In view of his past achievements, the Company proposes that he continue to be elected as an
Outside Company Auditor. He was engaged in business operations at Resona Bank, Limited. However, the Company has noloans or other transactions with the bank, and therefore, the Company does not consider this to affect his independence.

18

Candidate
No.

2

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

Number of the Company’s shares owned:

5,665

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

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

July 2018
July 2020

Senior Manager responsible for Management Headquarters
Senior Manager, General Affairs Department, Kansai Branch(current position)

Significant concurrent positions outside the Company
None

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

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CandidateNo.

3

Shohei Harada(Date of birth: September 19, 1957)

Number of the Company’s shares owned:0
Number of years in office as a Company Auditor:
2 years
Attendance at Board of Corporate Auditor meetings: 15/15 (100%)

Reelection Outside Independent
Career summary and position in the Company
Oct. 1984

Joined Tetsuzo Ota & Co. (currently Ernst & Young ShinNihon LLC)

Apr. 1988
May 1999

Registered as a certified public accountant
Partner, Ernst & Young ShinNihon LLC

May 2004
Feb. 2005
July 2010
Sep. 2012
July 2017

Senior Partner, Ernst & Young ShinNihon LLC
General Manager, Financial Services Office, Ernst & Young ShinNihon LLC
Deputy General Manager, Financial Services Department, Ernst & Young ShinNihon LLC
Executive Board Member, Ernst & Young ShinNihon LLC
Opened Harada Shohei Certified Public Accountant Office (currently Sengokuyama Joint Audit
Office)(current position)
Auditor, The National Federation of Agricultural Cooperative Associations(current position)
Supervisory Officer, MUL Private Reit Investment Corporation (Currently Mitsubishi HC Capital
Private Reit, Inc.)(current position)
Outside Company Auditor of the Company(current position)
Auditor, 100-Year Corporate Strategy Research Institute(current position)

July 2017
Nov. 2018

June 2021
Feb. 2022

Significant concurrent positions outside the Company
Executive Partner, Sengokuyama Joint Audit Office
Auditor, The National Federation of Agricultural Cooperative Associations
Supervisory Officer, Mitsubishi HC Capital Private Reit, Inc.
Auditor, 100-Year Corporate Strategy Research InstituteReasons for nomination as candidate for Outside Company Auditor
Although Shohei Harada has no direct involvement in corporate management, he was involved in the management of Ernst& Young ShinNihon LLC., one of the leading audit firms in Japan, as an executive board member. He has a wealth ofexperience and extensive knowledge as a certified public accountant and plays an appropriate role in auditing, etc. theCompany’s execution of management. In view of his past achievements, the Company proposes that he continue to beelected as an Outside Company Auditor.
Notes: 1. There is no special interest between any of the candidates and the Company.
2. Hiroshi Abe is a new candidate.
3. Takahiro Kawashima and Shohei Harada are candidates for Outside Company Auditor.
4. Number of years in office since candidates for Outside Company Auditor assumed their office as Outside Company
Auditor of the Company:
At the conclusion of this annual General Meeting of Shareholders, candidate for Outside Company Auditor Takahiro
Kawashima’s tenure as Outside Director of the Company will have been one year.
At the conclusion of this annual General Meeting of Shareholders, candidate for Outside Company Auditor Shohei
Harada’s tenure as Outside Director of the Company will have been two years.
5. Pursuant to the provisions of Article 427, paragraph (1) of the Companies Act, the Company has entered into
agreements with Takahiro Kawashima and Shohei Harada, who are candidates for Outside Company Auditor, to20

limit 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 amount provided for under laws and regulations, and the Company plans
to continue this agreement if both of them are reelected.
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 Auditors, 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 Company
Auditor, they will be insured under the insurance policy. The Company plans to renew the insurance policy with thesame contents at the next renewal.
7. The Company has submitted notification to the Tokyo Stock Exchange that Takahiro Kawashima and Shohei Harada,
candidates for Outside Company Auditor, have been designated as independent officers. If they are reelected, theCompany 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 Employee
Shareholding Association.

21

Proposal No. 4: Determination of the Amount and Details of Performance-linked Stock Option
Compensation, etc. for Members of the Board of Directors, etc.
1. Reason for proposal and reason why compensation is appropriate
The Company introduced the performance-linked stock option compensation plan (the “Plan”) for Membersof the Board of Directors and Executive Officers (excluding Outside Directors and non-residents of Japan,“Directors, etc.”) with the approval of shareholders at the 52nd Annual General Meeting of Shareholders heldon June 29, 2017.
The three fiscal years (the fiscal year ended March 31, 2021 to the fiscal year ended March 31, 2023) coveredby the Plan have now ended, and in order to continue the Plan beyond the fiscal year ending March 31, 2024,
the Company requests approval to partially revise the Plan by making the following changes to theperformance conditions for the Plan.
The Company believes that the continuation and revision of the Plan is appropriate, as it continues to clarify
the link between compensation for Directors, etc. and the value of the Company’s shares, and to raiseawareness of the need to contribute to achieving the performance targets in the Medium-Term Management
Plan and enhancing the Company’s corporate value over the medium to long term.
This proposal is separate from the compensation limit (not more than ¥220 million per year; including thesalary for executive officer’s currently services as Member of the Board of Directors) for Members of theBoard of Directors approved at the 41st Annual General Meeting of Shareholders held on June 29, 2006 andthe compensation, etc. limit (not more than ¥40 million per year) for stock-based compensation stock options
approved at the 44th Annual General Meeting of Shareholders held on June 26, 2009. The Company requests
approval to pay stock-based compensation to Directors, etc.
If this proposal is approved as proposed, the Company intends to change its policy for determining
compensation, etc. by individual Members of the Board of Directors at a meeting of the Board of Directors
scheduled to be held on June 23, 2023, a summary of which is included at the end of this proposal.
If Proposal 2: Election of Nine (9) Members of the Board of Directors is approved as proposed, the numberof Members of the Board of Directors subject to this Plan will be six (11 Executive Officers).
2. Amount and details, etc. of compensation, etc. under the Plan
(1) Overview of the Plan
The Plan is a stock option compensation plan in which the Company’s shares are acquired through a trust
using funds contributed by the Company for compensation for Directors, etc. and the Company’s shares andthe money equivalent to the Company’s shares (the “Company’s Shares, etc.”) are granted and paid (“grant,etc.”) to the Directors, etc. through the trust. (Details are outlined in (2) onwards.)(i) Persons eligible for granting, etc. of- Members of the Board of Directors and Executive Officers
the Company’s Shares, etc. subject to(excluding Outside Directors and non-residents of Japan)
this Plan

22

(ii) Impact of Company shares subject to this Plan on the total number of issued shares
Maximum amount of money contributed - ¥600 million in total for three fiscal years
by the Company(as described in (2) below)
Method of acquisition of the Company’s - The Trust will acquire the Company’s shares from the Company(disposition of treasury shares) and from the stock market.
shares (as described in (2) below) andmaximum number of the Company’s- The maximum number of points per year granted to Directors,
Shares, etc. to be acquired by the
etc. is 130,000 points
Directors, etc.
- The ratio of the number of shares corresponding to the(as described in (3) below)
maximum total number of points per year to be granted to
Directors, etc. to the total number of shares issued by theCompany (as of March 31, 2023; after deducting treasury
stock) is approximately 0.56%
Note: However, the Company plans to acquire the Company’s
shares in the first three fiscal years through a combination ofCompany (disposal of treasury stock) and market purchases(“Combination”) or market purchases, and plans to dispose ofa maximum of 130,000 shares in the Combination only in thefirst three fiscal years. Therefore, the maximum dilution peryear for those three fiscal years will be approximately 0.18%.
As a result, the total dilution ratio, including previously issued
stock-based compensation stock options, will beapproximately 4.95% if the Plan continues for 10 years.

- Varies between 0% and 200% depending on the degree ofachievement of each fiscal year’s performance targets(iii) Details of performance achievement
established in the Medium-Term Management Plan, etc.
conditions- Consolidated operating profit, net profit attributable to owners(as described in (3) below)of the parent, and Return On Equity (ROE) will be used asindicators to evaluate the degree of achievement of
performance targets for the initial target period- After the end of each fiscal year (granted annually)(iv) Timing of granting, etc. of theCompany’s Shares, etc. to Directors, etc. - Directors, etc. enter into an agreement with the Company tocontinue to hold the Company’s shares acquired through the(as described in (4) below)
Plan until one year has elapsed after their retirement(2) Maximum amount of money contributed by the Company
The Plan is for three consecutive fiscal years (initially, the three fiscal years beginning with the fiscal year
ending on March 31, 2024 and ending on March 31, 2026, and each subsequent three fiscal years if the trust
period is extended as described in paragraph 3 of this section (2), the “Target Period”).
The Company will contribute up to a total of ¥600 million per Target Period as compensation to theCompany’s Directors, etc., and will establish a trust (“Trust”) with a trust period of three years (including
any extension of the trust period in paragraph 3 of this section (2)), in which Directors, etc. who satisfy the23beneficiary requirements shall be the beneficiaries. The Trust will acquire shares from the Company (disposalof treasury stock) and the stock market using the money entrusted to the Trust as the source of funds, inaccordance with the instructions of the trust administrator. During the trust period, the Company grants points(as described in (3) below), and the Trust grants, etc. the Company’s shares, etc. to Directors, etc.
Upon the expiration of the trust period, the Trust may be continued by changing the trust agreement or by
establishing an additional trust instead of establishing a new Trust. In such cases, the trust period will be
extended for the same period as the initial trust period, and the three fiscal years following the extension of
the trust period will be the Target Period. The Company will make an additional contribution of no more than¥600 million for each extended trust period and will continue to grant points to Directors, etc. during theextended trust period, and the Trust will continue to grant, etc. the Company’s Shares, etc. during theextended trust period. However, if, when such additional contribution is made, there are remaining Company
shares (excluding shares that correspond to points that have already been granted to Directors, etc., but thathave not yet been granted, etc. to Directors, etc.) and money within the trust property (“Remaining Shares,etc.”) on the last day of the trust period preceding the extension, the total value of the Remaining Shares, etc.
and the trust money to be additionally contributed shall be within the scope of ¥600 million. The trust term
may be extended more than once, and subsequent extensions will be handled in the same manner.
(3) Method of calculating and the maximum number of Company shares to be acquired by Directors, etc.
At a certain time every year during the trust period, a certain number of points will be granted to Directors,
etc., calculated according to the following method, depending on the degree of achievement of performancetargets, etc. in the Medium-Term Management Plan and their position in the fiscal year ending March 31 of
the same year*1.
Directors, etc. are granted, etc. the Company Shares, etc. according to the points granted to them.
*1

Points = Basic points by position × performance-linked coefficient*2*2

The performance-linked coefficient varies between 0% and 200% depending on the degree ofachievement of each fiscal year’s performance targets established in the Medium-Term Management
Plan, etc.

One point is equivalent to one share of the Company. However, if circumstances arise during the trust period
in which it is deemed fair to adjust the points, such as a stock split or stock consolidation involving theCompany’s shares, the number of Company shares per point will be adjusted according to the stock split orconsolidation ratio, etc.
The total number of points to be granted to the Company’s Directors, etc. per year will not exceed 130,000.
Therefore, the maximum number of shares to be acquired by the Trust during the Target Period (“Number of
Shares Acquired”) will be the number of shares equivalent to the maximum number of annual points granted
multiplied by three, the number of Trust years (390,000 shares*3).
*3

If the point adjustment described above is conducted, the maximum Number of Shares Acquired will
be adjusted accordingly.

(4) Timing of granting, etc. of the Company’s Shares, etc. to Directors, etc.
After the end of each fiscal year, Directors, etc. who satisfy the beneficiary requirements are granted, etc. theCompany’s Shares, etc. in proportion to the points calculated in accordance with (3) above. At this time, theDirectors, etc. receive the number of the Company’s Shares (shares less than one unit are rounded down)equivalent to 50% of the points, and the remainder will be converted into cash within the Trust and paid in
cash equivalent to the value of the conversion price. Furthermore, Directors, etc. will enter into an agreementwith the Company to continue to hold the Company’s shares acquired through the Plan until one year has
elapsed after their retirement.
If a Director, etc. dies while in office after the granting of points but before the granting, etc. of the Company’s
Shares, etc. corresponding to those points, the Company’s shares corresponding to the points will be
converted into cash within the Trust, and the heir of the Director, etc. concerned will receive a cash payment
equivalent to the value of the conversion price. If a Director, etc. becomes a non-resident of Japan due to an
overseas secondment after the granting of points but before the granting, etc. of the Company’s Shares, etc.
24

corresponding to those points, the Company’s shares corresponding to the points will be converted into cash
within the Trust, and the Director, etc. concerned will receive a cash payment equivalent to the value of theconversion price from the Trust.
(5) Voting rights related to the Company’s shares
Voting rights pertaining to the Company’s shares in the Trust shall not be exercised during the trust period inorder to ensure impartiality with respect to management.
(6) Handling of dividends of surplus for the Company’s shares in the Trust
Dividends of surplus pertaining to the Company’s shares in the Trust will be received by the Trust andappropriated to the Trust’s fees and expenses. Any remaining balance at the time of the trust terminates after
being appropriated to trust fees and expenses, will be paid to Directors, etc.
(7) Other Plan details
Other details regarding the Plan will be determined by the Board of Directors as necessary when the Trust isestablished, the trust agreement is changed, or additional contributions are made to the Trust.
For further details regarding the Plan, please refer to the “Announcement Regarding the Continuation andPartial Revision of the Performance-linked Stock Option Compensation Plan for Officers” dated May 19,
2023.
(Reference)[Outline of Policy for Determining Individual Remuneration, etc. for each Member of the Board of Directors]
The details of revisions to the Plan are as follows.
Policy on Non-Monetary Compensation, etc.
Currently, the performance indicators for performance-linked stock option compensation are consolidated
operating profit and net profit attributable to owners of the parent, but after the revision, Return On Equity(ROE) will be used in addition to the consolidated operating profit and net profit attributable to owners of
the parent currently used.

25