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

(Securities Code 1717)
June 6, 2022
To Shareholders with Voting Rights
Yoshi Onuki
Chief Executive Officer
Meiho Facility Works Limited
2-7-9 Hirakawacho, Chiyoda-ku, Tokyo, JapanNOTICE OF THE 42ND ANNUAL GENERAL MEETING OF SHAREHOLDERS
We are pleased to notify you of the 42nd Annual General Meeting of Shareholders (the “Meeting”) of
Meiho Facility Works Limited (the “Company,” together with its subsidiaries, the “Group”). The Meeting
will be held as described below.
If you are unable to attend the Meeting, you can exercise your voting rights in writing, so please review
the Reference Documents for the General Meeting of Shareholders below and indicate your approval ordisapproval of each of the proposals on the enclosed Voting Rights Exercise Form and return it so that it isreceived by the end of the Company’s business hours on the day before the Meeting (5:15 p.m., Thursday,June 23, 2022, Japan time).
1. Date and Time:

Friday, June 24, 2022 at 10:00 a.m. (Door opens at 9:30 a.m.)

2. Place:

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

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

The Business Report and the Non-Consolidated Financial Statements
for the 42nd fiscal year (from April 1, 2021 to March 31, 2022)

Proposals to be resolved:
Proposal No. 1:

Amendment to the Articles of Incorporation

Proposal No. 2:

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

Proposal No. 3:

Election of Three (3) Directors Serving as Audit Committee
Members

Proposal No. 4:

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

If there is any major change in the operation of the General Meeting of Shareholders in order toprevent the spread of infectious diseases such as the novel coronavirus disease (COVID-19), it will
be posted on the Company’s website (https://www.meiho.co.jp/). In addition, other notices regarding
COVID-19 are presented on page 1.

●

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

●

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

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

Amendment to the Articles of Incorporation

Reasons for the Amendment
Since the revised provisions provided for in the proviso to Article 1 of the Supplementary Provisionsof the Act Partially Amending the Companies Act (Act No. 70 of 2019) are to be enforced on
September 1, 2022, the Company proposes to make the following changes to its Articles ofIncorporation in preparation for the introduction of the system for providing informational materials
for the general meeting of shareholders in electronic format.
(1) Article 14, paragraph 1 in “Proposed amendments” below will stipulate that the Company shalltake measures for providing information that constitutes the content of reference documents forthe general meeting of shareholders, etc. in electronic format.
(2) Article 14, paragraph 2 in “Proposed amendments” below will establish the provision to limit
the scope of the items to be stated in the paper-based documents to be delivered to shareholders
who requested the delivery of paper-based documents.
(3) Since the provisions for Internet Disclosure and Deemed Provision of Reference Documents for
the General Meeting of Shareholders, Etc. (Article 14 of the current Articles of Incorporation)
will no longer be required, they will be deleted.
(4) Accompanying the aforementioned establishment and deletion of provisions, supplementaryprovisions regarding the effective date, etc. will be established.

2.

Details of the Amendment
Details of the Amendment are as follows:
Current Articles of Incorporation

Proposed Amendment

Article 14 (Internet Disclosure and Deemed Provision of<Deleted>
Reference Documents for the General Meeting of
Shareholders, Etc.)
When the Company convenes a general meeting ofshareholders, 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 Ministry of Justice Order, it may bedeemed that the Company has provided this information toshareholders.
<New>
Article 14 (Measures, etc. for Providing Information inElectronic Format)
1. When the Company convenes a general meeting ofshareholders, 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 by the Ministry of Justice Order fromstatements in the paper-based documents to be delivered
to shareholders who requested the delivery of paperbased documents by the record date of voting rights.

-2-

Current Articles of Incorporation

Proposed Amendment<New>(Supplementary Provisions)
1. The amendment to the Articles of Incorporation
pertaining to Article 14 shall be effective from
September 1, 2022, which is the date of enforcement 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 of2019) (hereinafter referred to as the “Date of
Enforcement”).
2. Notwithstanding the provision of the preceding
paragraph, Article 14 of the current Articles ofIncorporation (Internet Disclosure and Deemed
Provision of Reference Documents for the General
Meeting of Shareholders, Etc.) shall remain effective
regarding any general meeting of shareholders held on adate 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 the dateof the general meeting of shareholders in the preceding
paragraph, whichever is later.

-3-

Proposal No. 2:

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

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

Name
(Date of birth)

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

Akira Sakata(July 30, 1942)
1● Number of sharesof the Company
held:334,700 shares

March 1987

Retired as Chief Executive Officer

March 1988

Resumed as Chief Executive Officer

June 2006

Chairman and Representative Director

June 2007

Chairman and Director

March 2009

Chairman and Representative Director

April 2009

Chief Executive Officer and Chairman

June 2012

Chief Executive Officer

April 2017

Chairman and Representative Director (to present)

July 1997

Joined the Company

June 2003

Operating Director, General Manager, Marketing Department

October 2003

Director, General Manager, Marketing Department and Operating
Director

June 2006

Managing Director, General Manager, Marketing Department

April 2010

Managing Director, General Manager, Sales Division

February 2011

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

April 2011

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

April 2014

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

April 2016

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

April 2017

Chief Executive Officer

April 2021

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

Yoshi Onuki(June 12, 1964)
2● Number of sharesof the Company
held:149,600 shares

Established the Company, Chief Executive Officer

-4-

No.

Name
(Date of birth)

Kazuo Oshima

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

Joined the Company

June 2003

Operating Director, General Manager, Corporate Planning Department

June 2004

Director, General Manager, Corporate Planning Department andOperating Director

April 2009

Director, General Manager, Corporate Planning Division and Operating
Director

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

January 2013

Managing Director, General Manager, Administration Division andOperating Director

April 2014

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

March 2017Managing Director, General Manager, Corporate Planning Division andOperating Director (to present)(December 18, 1966)
3● Number of sharesof the Company
held:
135,400 shares

Fujio Murakami(December 20, 1967)
4● Number of sharesof the Company
held:
6,300 shares

July 2012

Joined the Company

April 2017

Chief Engineer and Operating Director

April 2021

Chief Engineer and General Manager, Building Construction
Engineering Dept. and Operating Director

June 2021

Director and Chief Engineer and General Manager, Building
Construction Engineering Dept. and Operating 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 March 31,
2022.
3. The reasons for nominating the candidates for Directors are as follows:(1) Mr. Akira Sakata has a wealth of experience and achievements mainly in corporate management as well as awide range of knowledge and insight. He founded the Company in 1980, took the office of the Chairman
and Representative Director in 2017, and has taken a leading role in the enhancement of the brand power of
the Company. In addition, as a member of the Board of Directors, he has contributed especially to theimprovement of the Company’s risk management. The Company therefore proposes that he be elected again
as Director of the Company.
(2) Mr. Yoshi Onuki has a wealth of experience and achievements in the Company’s business as well as a wide
range of knowledge and insight. He took the office of Chief Executive Officer in 2017 and has taken amajor role in the management of the Company with strong leadership. As a member of the Board of
Directors, he is expected to contribute to further reinforcement of the decision-making function of the Boardof Directors. The Company therefore proposes that he be elected again as Director of the Company.
(3) Mr. Kazuo Oshima has a wealth of experience and achievements in the Company’s business, including
corporate planning and administration as well as a wide range of knowledge and insight. He has been amember of the Board of Directors since 2004 and has appropriately performed his duties such as making
decisions on important management matters and supervising business execution. He is expected tocontribute to smooth business operation, quality improvement of our services, reduction of risks, and further
enhancement of corporate governance. The Company therefore proposes that he be selected again as
Director as a member of the Board of Directors.
(4) Mr. Fujio Murakami has a wealth of experience and achievements in the Company’s business, including
construction technology, marketing and project management as well as a wide range of knowledge andinsight. He is expected to contribute to smooth business operation, quality improvement of our services,
reduction of risks, and further enhancement of corporate governance. The Company therefore proposes that
he be selected again as Director as a member of the Board of Directors.
(5) The Company plans to enter into a directors and officers liability insurance policy as provided for in Article
430-3, paragraph (1) of the Companies Act with an insurance company. It plans to renew the policy in June
2022. Under the terms of this insurance policy, litigation expenses and compensation for damages arisingfrom legal action against the insured by third parties, shareholders or companies shall be supplemented, anda premium for the insurance policy is fully borne by the Company. The candidates for Director are alreadyinsureds under the agreement, and remain so subject to the approval of their reelection.

-5-

Proposal No. 3:

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 Nomination and Compensation Committee and 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:– shares

Career summary, positions, responsibilities and significant concurrent positions
April 1970

Joined JEOL Ltd.

June 1975

Retired from JEOL Ltd.

July 1975

Joined Nihon Digital Equipment Corporation

April 1995

Retired from Nihon Digital Equipment Corporation

April 1995

President, Apple Computer Japan, Inc.

April 1997

Retired from Apple Computer Japan, Inc.

June 1997

President, Autodesk Japan Inc.

February 2007

Retired from Autodesk Japan Inc.

June 2007

President, BEA Systems Japan Ltd.

June 2008

Retired from BEA Systems Japan Ltd.

July 2008

Executive Vice President, Oracle Corporation Japan

August 2012Retired from Oracle Corporation Japan

January 2013

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

February 2018

Outside Director, SIG Co., Ltd.

March 2018

Advisor, PTC Japan Inc. (to present)

June 2021

Retired from Outside Director, QualitySoft Corporation

June 1969

Joined British Airways Japan (currently, British Airways Plc)

April 1982

Sales Manager

Retired from Outside Director, SIG Co., Ltd.

Akiko Kosuda(July 9, 1946)
2● Number of sharesof the Company
held:– shares

April 1992

Human Resources Director

September 1999

Retired from British Airways Japan (currently, British Airways Plc)

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 in charge 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 andGeneral 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., Senior Vice President

October 2013

Retired from DHR International Inc.

November 2013

Honorary Advisor, The Canadian Chamber of Commerce in Japan (topresent)

June 2016

Outside Director (Audit Committee), the Company (to present)

-6-

No.

Name
(Date of birth)

Jun Tsuchiya(October 9, 1950)
3● Number of sharesof the Company
held:– shares

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.

November 2006

Representative Director

September 2015

Senior Advisor

September 2016Retired from Emerson Electric Co.

February 2017

Joined Videojet X-Rite K.K., Senior Advisor

July 2018

Retired from Videojet X-Rite K.K.

March 2018

Joined Indigo Blue Co., Ltd., Senior Partner (to present)

June 2020

Outside Director (Audit Committee), the Company (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 a wealth of experience and achievements mainly in corporate management as well as awide range of knowledge and insight. In addition to providing advice and suggestions based on such experienceand knowledge, he is expected to make a considerable contribution to the suitable operation of the Company’s
Board of Directors. Accordingly, judging that he will be a suitable Outside Director of the Company, theCompany proposes that he be selected as Outside Director.
4. Ms. Akiko Kosuda has a wealth of experience and achievements mainly in corporate management as well as awide range of knowledge and insight. In addition to providing advice and suggestions based on such experienceand knowledge, she is expected to make a considerable contribution to the suitable operation of the Company’s
Board of Directors. Accordingly, judging that she will be a suitable Outside Director of the Company, theCompany proposes that she be selected as Outside Director.
5. Mr. Jun Tsuchiya has a wealth of experience and achievements mainly in corporate management as well as a wide
range of knowledge and insight. In addition to providing advice and suggestions based on such experience andknowledge, he is expected to make a considerable contribution to the suitable operation of the Company’s Boardof Directors. Accordingly, judging that he will be a suitable Outside Director of the Company, the Company
proposes that he be selected as Outside Director.
6. Mr. Tetsuya Shiga and Ms. Akiko Kosuda will have served for six (6) years and Mr. Jun Tsuchiya will have
served for two (2) years as the Company’s Outside Directors serving as Audit Committee Members at theconclusion of the Meeting.
7. The Company has concluded limited liability agreements with its Outside Directors based on the provisions ofArticle 427, Paragraph 1 of the Companies Act. The candidates for Outside Director are already insureds under
the agreement, and remain so subject to the approval of their reelection. The limit of the liability under theagreement is the amount provided by laws and regulations.
8. The Company plans to enter into a directors and officers liability insurance policy as provided for in Article 4303, paragraph (1) of the Companies Act with an insurance company. It plans to renew the policy in June 2022.
Under the terms of this insurance policy, litigation expenses and compensation for damages arising from legal
action against the insured by third parties, shareholders or companies shall be supplemented, and a premium forthe insurance policy is fully borne by the Company. The candidates for Outside Director are already insureds
under the agreement, and remain so subject to the approval of their reelection.
9. Each candidate was appointed as a member of the Nomination and Compensation Committee in November 2021,
and contributes to strengthening management functions by providing necessary and appropriate advice regarding
the determination of officer candidates and officer compensation from an objective and neutral standpoint.
10. The Company has registered Mr. Tetsuya Shiga, Ms. Akiko Kosuda and Mr. Jun Tsuchiya as independent officers(Outside Directors) with Tokyo Stock Exchange, Inc.

-7-

Proposal No. 4:

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

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

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

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

Notes: 1. There are no special interests between the candidate and the Company
2. Mr. Koichi Matsumura is a candidate for substitute Outside Director.
3. Mr. Koichi Matsumura has been nominated for election as a substitute Director as he is deemed to qualify as theCompany’s Outside Director based on his abundant experience and achievements mainly in corporate
management as well as wide-ranging knowledge and insight.
4. If Mr. Koichi Matsumura takes office as a Director serving as an Audit Committee Member, the Company intends
to enter into an agreement with him to limit his liability based on the provisions of Article 427, Paragraph 1 of theCompanies Act. The limit of the liability under the agreement is the amount provided by laws and regulations.
5. The Company plans to enter into a directors and officers liability insurance policy as provided for in Article 4303, paragraph (1) of the Companies Act with an insurance company. It plans to renew the policy in June 2022.
Under the terms of this insurance policy, litigation expenses and compensation for damages arising from legal
action against the insured by third parties, shareholders or companies shall be supplemented, and a premium forthe insurance policy is fully borne by the Company. If the candidate for substitute Outside Director Mr. Koichi
Matsumura takes office as a Director, he will be insured persons under the insurance policy.
6. If the candidate for substitute Outside Director Mr. Koichi Matsumura takes office as a Director, the Company
intends to register him as an independent officer with the Tokyo Stock Exchange.
7. Mr. Koichi Matsumura is a former officer of the Company.

-8-