This document has been translated from a part of the Japanese original for reference purposes only. In the eventof any discrepancy between this translated document and the Japanese original, the original shall prevail. TheCompany assumes no responsibility for this translation or for direct, indirect or any other forms of damages
arising from the translation.
(Securities Code 1717)
June 5, 2020
To Shareholders with Voting Rights
Yoshi Onuki
Chief Executive Officer
Meiho Facility Works Limited
2-7-9 Hirakawacho, Chiyoda-ku, Tokyo, JapanNOTICE OF THE 40TH ANNUAL GENERAL MEETING OF SHAREHOLDERSWe are pleased to notify you of the 40th Annual General Meeting of Shareholders (the “Meeting”) of Meiho
Facility Works Limited (the “Company,” together with its subsidiaries, the “Group”). The Meeting will be held as
described below.
If you are unable to attend the Meeting, you can exercise your voting rights in writing, so please review theReference Documents for the General Meeting of Shareholders below and indicate your approval or disapproval ofeach of the proposals on the enclosed Voting Rights Exercise Form and return it so that it is received by the end ofthe Company’s business hours on the day before the Meeting (5:15 p.m., Tuesday, June 23, 2020, Japan time).
1. Date and Time:
2. Place:
3. Agenda of the Meeting:
Matters to be reported:

Wednesday, June 24, 2020 at 10:00 a.m. (Door opens at 9:30 a.m.)
Conference Hall, 1F, JA Kyosai Bldg.,
2-7-9 Hirakawacho, Chiyoda-ku, Tokyo, JapanThe Business Report and the Non-Consolidated Financial Statements for the
40th fiscal year (from April 1, 2019 to March 31, 2020)

Proposals to be resolved:
Proposal No. 1: Election of Four (4) Directors (Excluding Directors Serving as Audit CommitteeMembers)
Proposal No. 2: Election of Three (3) Directors Serving as Audit Committee Members
Proposal No. 3: Election of One (1) Substitute Director Serving as an Audit Committee Member~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~
 Notice regarding COVID-19
In order to prevent the spread of infectious diseases such as COVID-19, we may ask the shareholders inattendance to wear a mask, etc. at the venue of the General Meeting of Shareholders. If there is any majorchange in the operation of the General Meeting of Shareholders due to future circumstances, it will be posted on
the Company’s website (https://www.meiho.co.jp/).
 When attending the Meeting, please hand in the enclosed Voting Rights Exercise Form to the reception at thevenue. Please also bring this Notice with you to save resources.
 Any revisions to the Reference Documents for the General Meeting of Shareholders, the Business Report or theNon-Consolidated Financial Statements will be posted on the Company’s website (https://www.meiho.co.jp/)(in Japanese).
1Reference Documents for the General Meeting of Shareholders
Proposals and References
Proposal No. 1: Election of Four (4) Directors (Excluding Directors Serving as Audit Committee Members)
The terms of office of all four (4) Directors (excluding Directors serving as Audit Committee Members) will
expire at the conclusion of the Meeting.
We therefore propose that four (4) Directors (excluding Directors serving as Audit Committee Members) beelected.
The Board of Directors determines the selection of the candidates for Directors from those shortlisted by theRepresentative Director with the consent of the Audit Committee that they are qualified as the Company’s
Directors upon assessing matters such as their business execution status and their responsibilities.
The candidates for Directors (excluding Directors serving as Audit Committee Members) are as follows:

No.

Name
(Date of birth)

Career summary, positions, responsibilities and significant concurrent positions

Akira Sakata

September 1980
March 1987
March 1988
June 2006
June 2007
March 2009
April 2009
June 2012
April 2017
July 1997
June 2003
October 2003

(July 30, 1942)
1 Number of sharesof the Company
held:563,900 shares

Yoshi Onuki(June 12, 1964)

June 2006
April 2010
February 2011
April 20112 Number of sharesof the Company
held:
125,100 shares

April 2014
April 2016

April 2017
April 2020

Established the Company, Chief Executive Officer
Retired as Chief Executive Officer
Resumed as Chief Executive Officer
Chairman and Representative Director
Chairman and Director
Chairman and Representative Director
Chief Executive Officer and Chairman
Chief Executive Officer
Chairman and Representative Director (to present)
Joined the Company
Operating Director, General Manager, Marketing Department
Director, General Manager, Marketing Department andOperating Director
Managing Director, General Manager, Marketing Department
Managing Director, General Manager, Sales Division
Managing Director, General Manager, Sales Division andGeneral Manager, Health and Safety Promotion Division
Managing Director, General Manager, Marketing Division andGeneral Manager, Health and Safety Promotion Division andGeneral Manager, Design Department
Senior Managing Representative Director, General Manager,
Marketing Division and General Manager, Health and Safety
Promotion Division and General Manager, Design Department
Senior Managing Representative Director, General Manager,
Marketing Division and General Manager, Health and Safety
Promotion Division and General Manager, Design Department
and General Manager, PM Division
Chief Executive Officer
Chief Executive Officer, General Manager, Marketing Division(to present)

2No.

Name(Date of birth)

Career summary, positions, responsibilities and significant concurrent positions
December 2000
June 2003
June 2004

Kazuo Oshima
April 2009
(December 18, 1966)3
 Number of sharesof the Company
held:114,200 shares

October 2009
January 2013
April 2014
March 2017

Joined the Company
Operating Director, General Manager, Corporate Planning
Department
Director, General Manager, Corporate Planning Department andOperating Director
Director, General Manager, Corporate Planning Division andOperating Director
Managing Director, General Manager, Corporate Planning
Division and Operating Director
Managing Director, General Manager, Administration Division
and Operating Director
Managing Director, General Manager, President’s Office andGeneral Manager, Administration Division and Operating
Director
Managing Director, General Manager, Corporate Planning
Division and Operating Director (to present)

August 2006
April 2008

Joined the Company
General Manager, Design Department, CM Business
Department
April 2010
Operating Director, Deputy General Manager, Engineering
Yoshio Kiuchi
Division and General Manager, Architectural Engineering
Department
April
2011
Operating Director, General Manager, Architectural(July 28, 1955)
Engineering
Department
4June2012
Director,General
Manager, Engineering Division and Number of shares
OperatingDirectorof the Company
April 2017
Director, General Manager, Business Division II and Operating
held:Director66,900 shares
May 2018
Managing Director, General Manager, Business Division II andOperating Director
April 2020
Managing Director, General Manager, PM Division andOperating Director (to present)
Notes: 1. There are no special interests between each candidate and the Company.
2. The numbers of shares of the Company held by the candidates for Directors stated above are as of March31, 2020.
3. The reasons for nominating the candidates for Directors are as follows:(1) Mr. Akira Sakata has a wealth of experience and achievements mainly in corporate management aswell as a wide range of knowledge and insight. He founded the Company in 1980, took the office ofthe Chairman and Representative Director in 2017, and has taken a leading role in the enhancementof the brand power of the Company. In addition, as a member of the Board of Directors, he has
contributed especially to the improvement of the Company's risk management. The Company
therefore proposes that he be elected again as Director of the Company.
(2) Mr. Yoshi Onuki has a wealth of experience and achievements in the Company’s business as well asa wide range of knowledge and insight. He took the office of Chief Executive Officer in 2017 andhas taken a major role in the management of the Company with strong leadership. As a member ofthe Board of Directors, he is expected to contribute to further reinforcement of the decision-making
function of the Board of Directors. The Company therefore proposes that he be elected again as
Director of the Company.
(3) Mr. Kazuo Oshima has a wealth of experience and achievements in the Company’s business,
including corporate planning and administration as well as a wide range of knowledge and insight.
He has been a member of the Board of Directors since 2004 and has appropriately performed hisduties such as making decisions on important management matters and supervising businessexecution. He is expected to contribute to smooth business operation, quality improvement of our3

services, reduction of risks, and further enhancement of corporate governance. The Company
therefore proposes that he be selected again as Director as a member of the Board of Directors.
(4) Mr. Yoshio Kiuchi has a wealth of experience and achievements in the Company’s business,including architectural engineering, marketing, and project management as well as a wide range ofknowledge and insight. He has been a member of the Board of Directors since 2012 and hasappropriately performed his duties such as making decisions on important management matters andsupervising business execution. He is expected to contribute to smooth business operation, quality
improvement of our services, reduction of risks, and further enhancement of corporate governance.
The Company therefore proposes that he be selected again as Director as a member of the Board ofDirectors.

4

Proposal No. 2: Election of Three (3) Directors Serving as Audit Committee Members
The terms of office of all three (3) Directors serving as Audit Committee Members will expire at theconclusion of the Meeting.
We therefore propose that three (3) Directors serving as Audit Committee Members be elected.
The Audit Committee has given its consent to this proposal.
The candidates for Directors serving as Audit Committee Members are as follows:No.

Name(Date of birth)

Tetsuya Shiga(April 22, 1947)1

 Number of sharesof the Company
held: -Akiko Kosuda(July 9, 1946)2

 Number of sharesof the Company
held: -Career summary, positions, responsibilities and significant concurrent positions
April 1970
June 1975
July 1975
April 1995
April 1995
April 1997
June 1997
February 2007
June 2007
June 2008
July 2008
August 2012
January 2013

Joined JEOL Ltd.
Retired from JEOL Ltd.
Joined Nihon Digital Equipment Corporation
Retired from Nihon Digital Equipment CorporationPresident, Apple Computer Japan, Inc.
Retired from Apple Computer Japan, Inc.
President, Autodesk Japan Inc.
Retired from Autodesk Japan Inc.
President, BEA Systems Japan Ltd.
Retired from BEA Systems Japan Ltd.
Executive Vice President, Oracle Corporation Japan
Retired from Oracle Corporation Japan
Advisor, NC Design & Consulting Co., Ltd. (to present)
Adviser, CRM Association Japan (to present)
Advisor, COACH A Co., Ltd. (to present)
June 2016
Outside Director (Audit Committee), the Company (to present)
July 2017
Outside Director, QualitySoft Corporation (to present)
February 2018
Outside Director, SIG Co., Ltd. (to present)
March 2018
Advisor, PTC Japan Inc. (to present)
June 1969
Joined British Airways Japan (currently, British Airways Plc)
April 1982
Sales Manager
April 1992
Human Resources Director
September 1999 Retired from British Airways Japan (currently, British AirwaysPlc)
October 1999
Joined Sompo Japan Nipponkoa DC Securities Inc., Deputy
General Manager, General Affairs Department
June 2001
Retired from Sompo Japan Nipponkoa DC Securities Inc.
July 2001
Joined PCA Life Insurance Co., Ltd., Executive Officer incharge of Human Resources and General Affairs
March 2004
Retired from PCA Life Insurance Co., Ltd.
April 2004
Joined MCI Worldcom Japan, General Manager, Human
Resources and General Affairs Department
January 2005
Retired from MCI Worldcom Japan
February 2005
Joined McDonald’s Company (Japan), Ltd., HR Director
March 2009Retired from McDonald’s Company (Japan), Ltd.
April 2009
Joined DHR International Inc., Executive Vice President
October 2013
Retired from DHR International Inc.
November 2013 Honorary Advisor, The Canadian Chamber of Commerce inJapan (to present)
June 2016
Outside Director (Audit Committee), the Company, (to present)

5No.

Name(Date of birth)Career summary, positions, responsibilities and significant concurrent positions

April 1974
Joined Mitsubishi Corporation
November 2000 Retired from Mitsubishi Corporation
December 2000 Joined Emerson Electric Co.
(October 9, 1950)
November 2006 Representative Director
3
September 2015 Senior Advisor
September 2016 Retired from Emerson Electric Co.
 Number of shares
February 2017
Joined Videojet X-Rite K.K., Senior Advisorof the Company
July2018
Retired from Videojet X-Rite K.K.
held: March 2018
Joined Indigo Blue Co., Ltd., Senior Partner (to present)
Notes : 1. There are no special interests between each candidate and the Company.
2. All candidates are candidates for Outside Directors.
3. Mr. Tetsuya Shiga has been nominated for election as an Outside Director as he is deemed to qualify as
the Company’s Outside Director based on his abundant experience and achievements mainly incorporate management as well as wide-ranging knowledge and insight.
4. Ms. Akiko Kosuda has been nominated for election as an Outside Director as she is deemed to qualify
as the Company’s Outside Director based on her abundant experience and achievements mainly incorporate management as well as wide-ranging knowledge and insight.
5. Mr. Jun Tsuchiya has been nominated for election as an Outside Director as he is deemed to qualify as
the Company’s Outside Director based on his abundant experience and achievements mainly incorporate management as well as wide-ranging knowledge and insight.
6. Mr. Tetsuya Shiga and Ms. Akiko Kosuda will have served as the Company’s Outside Directors
serving as Audit Committee Members for four (4) years at the conclusion of the Meeting.
7. If the election of Mr. Tetsuya Shiga, Ms. Akiko Kosuda and Mr. Jun Tsuchida is approved as originallyproposed, the Company intends to enter into an agreement with each of them to limit their liability
based on the provisions of Article 427, Paragraph 1 of the Companies Act. The limit of the liability
under the agreement is the amount provided by laws and regulations.
8. The Company has registered Mr. Tetsuya Shiga and Ms. Akiko Kosuda as independent officers(Outside Directors) with Tokyo Stock Exchange, Inc. If Mr. Jun Tsuchiya takes the office of Director,
the Company intends to register him as an independent officer (Outside Director) with Tokyo StockExchange, Inc.
Jun Tsuchiya

6Proposal No. 3: Election of One (1) Substitute Director Serving as an Audit Committee Member
The Company proposes to elect one (1) substitute Director serving as an Audit Committee Member in casethe number of Directors serving as Audit Committee Members falls short of the number required by laws andregulations.
The Audit Committee has given its consent to this proposal. The candidate for substitute Director serving asan Audit Committee Member is as follows.
The election in this proposal remains effective unless it is cancelled by a Board of Directors’ resolution withthe consent of the Audit Committee provided it is before the candidate takes office.
Name(Date of birth)
Koichi Matsumura

Career summary, positions, responsibilities and significant concurrent positions

April 1962
Joined Kurita Water Industries Ltd.
November 1990 Retired from Kurita Water Industries Ltd.
December 1990 Joined Meiho Corporation (currently, the Company), Director(November 28, 1938) August 2000
Senior Managing Director
June 2002
Advisor Number of shares
March 2004
Expiry of advisory agreementof the Company
May 2013
Board Member, NPO Midorisupport Hachioji (to present)
held:
155,000 shares
Notes: 1. There are no special interests between the candidate and the Company.
2. Mr. Koichi Matsumura is a candidate for substitute Outside Director.
3. Mr. Koichi Matsumura has been nominated for election as a substitute Director as he is deemed toqualify as the Company’s Outside Director based on his abundant experience and achievements mainly
in corporate management as well as wide-ranging knowledge and insight.
4. If Mr. Koichi Matsumura takes office as a Director serving as an Audit Committee Member, theCompany intends to enter into an agreement with him to limit his liability based on the provisions ofArticle 427, Paragraph 1 of the Companies Act. The limit of the liability under the agreement is theamount provided by laws and regulations.
5. If the candidate for substitute Outside Director Mr. Koichi Matsumura takes office as a Director, theCompany intends to register him as independent officer with the Tokyo Stock Exchange.
6. Mr. Koichi Matsumura is a former officer of the Company.

7