Note: This document has been translated from a part of the Japanese original for reference purposes only. In
the event of any discrepancy between this translated document and the Japanese original, the original shallprevail. The Company assumes no responsibility for this translation or for direct, indirect or any other formsof damages arising from the translation.
(Stock Exchange Code 8841)
June 8, 2022
To Shareholders with Voting Rights:
Takuo Otani
Representative Director& President
TOC Co., Ltd.
7-22-17 Nishi-Gotanda,
Shinagawa-ku, TokyoNOTICE OF
THE 56TH ANNUAL GENERAL MEETING OF SHAREHOLDERS
Dear Shareholders:
We would like to express our appreciation for your continued support and patronage.
The 56th Annual General Meeting of Shareholders (the “Meeting”) of TOC Co., Ltd. (the “Company”) will
be held as follows. To prevent the coronavirus disease (COVID-19) infection, shareholders attending theMeeting are kindly asked to read the “Guidelines for Attending the Annual General Meeting of Shareholders”
provided later (on page 3) and carry out prior registration.
As many shareholders may gather at the Meeting, it has the risk of mass infection. To avoid the risk, theCompany recommends that shareholders refrain from attending the Meeting where possible, regardless of
their health condition, and exercise voting rights in writing or via the Internet, etc. Please review the attached
Reference Documents for the General Meeting of Shareholders, and exercise your voting rights either byindicating your approval or disapproval on the enclosed Voting Rights Exercise Form and returning it by post,or on the Electronic Voting Platform (https://evote.tr.mufg.jp) designated by the Company, by 5:00 p.m. Japan
time on Tuesday, June 28, 2022.

1. Date and Time:

Wednesday, June 29, 2022 at 10:00 a.m. Japan time

2. Place:

Special Hall on the 13th floor of TOC Building
7-22-17 Nishi-Gotanda, Shinagawa-ku, Tokyo, Japan

3. Meeting Agenda:
Matters to be reported: 1. The Business Report, Consolidated Financial Statements for the Company’s
56th Fiscal Year (April 1, 2021 - March 31, 2022) and results of audits by the
Accounting Auditor and the Board of Corporate Auditors of the Consolidated
Financial Statements
2. Non-consolidated Financial Statements for the Company’s 56th Fiscal Year
(April 1, 2021 - March 31, 2022)
Proposals to be resolved:
Appropriation of Surplus
Proposal No. 1:
Partial Amendments to the Articles of Incorporation
Proposal No. 2:
Election of Seven (7) Directors
Proposal No. 3:
Election of One (1) Substitute Corporate Auditor
Proposal No. 4:-1-When attending the Meeting, please submit the enclosed Voting Rights Exercise Form at the reception desk.
If attending the meeting by proxy, the proxy must present to the receptionist at the meeting an item showing
authority to act as proxy together with the Voting Rights Exercise Form.
Should the Reference Documents for the General Meeting of Shareholders, the Business Report,
Non-consolidated Financial Statements and Consolidated Financial Statements require revisions, the revised
versions will be posted on the Company’s website (https://www.toc.co.jp/toc/ir-new/ir/shareholders/).
The Notes to Consolidated Financial Statements and Notes to Non-consolidated Financial Statements areposted on the Company’s website (https://www.toc.co.jp/toc/ir-new/ir/shareholders/) pursuant to theprovisions of the laws and regulations and Article 17 of the Articles of Incorporation of the Company, and are
therefore not included in this Notice. In addition, the Consolidated Financial Statements and Non-consolidated
Financial Statements that are included in the documents attached to this Notice are a part of the Consolidated
Financial Statements and Non-consolidated Financial Statements audited by the Accounting Auditor andCorporate Auditors for the purpose of preparing the accounting audit report and audit report (Japanese only).
Electronic Voting Platform
Institutional investors may use the Electronic Voting Platform operated by ICJ, Inc.

-2-

Guidelines for Attending the Annual General Meeting of Shareholders
For the 56th Annual General Meeting of Shareholders (the “Meeting”) to be held on June 29, 2022, theCompany is taking the following measures to prevent COVID-19 infection.
1.

To avoid mass infection and other risks, the Company strongly recommends that shareholders refrain
to the extent possible from attending the Meeting, regardless of their health condition, and exercise
their voting rights in writing or via the Internet. In particular, if you are an elderly person at increased
risk of severe illness, have a pre-existing disease, or are pregnant, please be cautious in deciding
whether to attend. For information on exercising voting rights via the Internet, please see pages 2 to 3of the Japanese version of this Notice.

2.

If you are attending the Meeting in person, please cooperate on our measures, such as by using
alcoholic disinfectant and wearing a face mask. A device for body temperature measurement will be
set for visitors. Please be informed that shareholders who appear unwell, such as those with bodytemperatures at 37.5 degrees Celsius or higher, may not be admitted and be asked to leave.

3.

Please note that no gifts will be distributed to shareholders attending the Meeting. No drinks will beoffered, either. We appreciate your understanding in this matter.

4.

The number of seats available at the venue will be limited to 50 to ensure sufficient distancing between
attending shareholders and prior registration is required for attendance. If you wish to attend theMeeting, please register in accordance with the following section on the “Prior Registration System.” Prior Registration System
As part of its measures to prevent COVID-19 infection, the Company has adopted a priorregistration system for attendance at the Meeting in accordance with “Q&A on the Operation of
Shareholders’ Meetings” issued by the Ministry of Economy, Trade and Industry and the Ministry ofJustice. Shareholders who have completed prior registration will be admitted ahead of others.
Prior registration is required for attendance at the Meeting. If you wish to register, please visit thefollowing website dedicated to prior registration and complete the procedure. Please note that the
number of seats available at the venue is limited. If too many shareholders apply for prior registration,
the Company will fairly choose who to register by lottery.
URL for prior registration: https://www.toc.co.jp/toc/ir-new/ir/shareholders/
Registration period: Until 5:00 p.m. on Wednesday, June 22, 2022 (Japan time)* Shareholders coming to the venue without prior registration may not be admitted.
* The Company may change the procedure of the Meeting depending on future development of thesituation. Should such a change occur, shareholders will be able to find relevant information at theCompany’s website (https://www.toc.co.jp/toc/ir-new/ir/shareholders/) as necessary.

-3-Reference Documents for the General Meeting of Shareholders
Proposals and References
Proposal No. 1: Appropriation of Surplus
The Company’s basic policy with regard to the distribution of profits is to maintain stable and continuous
dividends comprehensively taking into account business results and payout ratio, etc. while considering
trends in business performance and keeping in mind internal reserves for future business development andthe strengthening of our management foundation.
Based on the policy above, it is proposed that year-end dividends for the 56th fiscal year be distributed asfollows taking into consideration the earnings situation and future business development.
(1) Type of dividend assets
Cash(2) Allocation of dividend assets to the shareholders and total amount of dividends
Amount per share of common stock: ¥5
Total dividends: ¥475,090,565
Note: The annual dividend for the 56th fiscal year, including the interim dividend, is ¥10 per share.
(3) Date on which the dividend of surplus becomes effective
June 30, 2022

-4-

Proposal No. 2: Partial Amendments to the Articles of Incorporation
1. Reasons for proposal(1) To secure space for holding general meetings of shareholders, the Company proposes to amend
Article 14 (Convocation) of the current Articles of Incorporation to the proposed Article 14(Convocation).
(2) The amended provisions stipulated in the proviso to Article 1 of the supplementary provisions of the“Act Partially Amending the Companies Act” (Act No. 70 of 2019) has been determined to be
enforced on September 1, 2022. Accordingly, the Company proposes to add stipulations in the
Articles of Incorporation to provide information contained in the reference documents for thegeneral meeting of shareholders, etc. electronically; and to establish a provision to limit the scope ofmatters to be included in the paper copy to be sent to shareholders who have requested it.
The provisions related to the internet disclosure and deemed provision of the reference documents
for the general meeting of shareholders, etc. of the current Articles of Incorporation will become
unnecessary and will therefore be deleted; and in line with these amendments, supplementaryprovisions related to the effective date, etc. shall be established.
(3) To enable swift and appropriate decision-making in corporate management, the Company proposesthat the maximum number of Directors be reduced from the current fifteen (15) to eleven (11).
2. Details of amendments
The details of the amendments are as follows.
Current Articles of Incorporation
Article 1 - Article 13 (Omitted)(Underlined portions indicate proposed amendments)
Proposed amendments
Article 1 - Article 13 (Unchanged)

Article 14 (Convocation)
1. - 2. (Omitted)
3. The general meetings of shareholders shall be
convened at the location of head office; in
Chiyoda-ku, Tokyo, Japan; in Koto-ku, Tokyo,
Japan; or in Yokohama-shi, Kanagawa, Japan.

Article 14 (Convocation)
1. - 2. (Unchanged)
3. The general meetings of shareholders shall be
convened at the location of head office; in
Chiyoda-ku, Tokyo, Japan; in Koto-ku, Tokyo,
Japan; or in Taito-ku, Tokyo, Japan.

Article 15 - Article 16 (Omitted)

Article 15 - Article 16 (Unchanged)(Deleted)

Article 17 (Internet Disclosure and Deemed
Provision of Reference Documents for the General
Meeting of Shareholders, Etc.)
The Company may, when convening a general
meeting of shareholders, deem that it has
provided information to shareholders pertaining
to matters to be described or indicated in thereference documents for the general meeting ofshareholders, business report, non-consolidated
financial statements, and consolidated financial
statements, by disclosing such information
through the internet in accordance with theprovisions provided in the Ordinance of the
Ministry of Justice.

-5-

Current Articles of Incorporation(Newly established)

Proposed amendments
Article 17 (Measures for Electronic Provision ofInformation, Etc.)
The Company shall, when convening a general
meeting of shareholders, provide information
stipulated in Article 325-2 of the Companies Act
electronically.
2. Among the matters to be provided electronically,
the Company may choose not to include all orpart of the matters stipulated in the Ordinance ofthe Ministry of Justice in the paper copy to besent to shareholders who have requested it by therecord date for vesting voting rights.

Article 18 - Article 19 (Omitted)

Article 18 - Article 19 (Unchanged)

Article 20 (Number of Directors and Their Election) Article 20 (Number of Directors and Their Election)
The number of Directors of the Company shall
The number of Directors of the Company shall not
not exceed fifteen (15) and they shall be elected by exceed eleven (11) and they shall be elected byresolution of the general meeting of shareholders.
resolution of the general meeting of shareholders.
2. - 3. (Omitted)
2. - 3. (Unchanged)
Article 21 - Article 45 (Omitted)

Article 21 - Article 45 (Unchanged)(Newly established)(Supplementary Provisions)
1. The deletion of Article 17 (Internet Disclosure
and Deemed Provision of Reference Documents
for the General Meeting of Shareholders, Etc.) of
the Articles of Incorporation before amendments
and the new establishment of Article 17 (Measuresfor Electronic Provision of Information, Etc.) of
the Articles of Incorporation after amendments
shall come into effect on September 1, 2022.
2. Notwithstanding the provisions of the preceding
paragraph, Article 17 (Internet Disclosure andDeemed Provision of Reference Documents for
the General Meeting of Shareholders, Etc.) of the
Articles of Incorporation before amendments shallremain in force with respect to a general meetingof shareholders to be held on a date by the end of
February 2023.
3. These supplementary provisions shall be deleted
after March 1, 2023 or the lapse of three months
from the date of the general meeting ofshareholders set forth in the preceding paragraph,
whichever is later.

-6-

Proposal No. 3: Election of Seven (7) Directors
The terms of office of all eight (8) Directors will expire at the conclusion of this Meeting. To enable swift
decision-making, the Company proposes the election of seven (7) Directors, reducing the number of
Directors comprising the Board by one (1).
The candidates for Director are as follows.
No.

Name
(Date of birth)

Career summary, positions and responsibilities in the Company(Significant concurrent positions)
June 1981
June 1983
June 1984
June 1987

1

2

Number ofshares of theCompany held

Director of Hotel New Otani Co., Ltd.
Managing Director of Hotel New Otani Co., Ltd.
Senior Managing Director of Hotel New Otani Co., Ltd.
Representative Director & Executive Vice President ofHotel New Otani Co., Ltd.
June 1993
Representative Director, President & CEO of Hotel New
Otani Co., Ltd. (current position)
June 1993
Director of the Company
June 1995
Representative Director & Chairman (current position)
Kazuhiko Otani
1,625,783(Significant concurrent positions)(July 8, 1946)
Representative Director, President & CEO of New Otani Co., Ltd.
Representative Director & Chairman of OTANI CORPORATION
Representative Director & Honorary Chairman of HRT NEW OTANI CO.,LTD.
Representative Director & Honorary Chairman of TO Linen Supply Co.,
Ltd.
Representative Director & Honorary Chairman of TOLCD Co., Ltd.
Representative Director & Chairman of OTANI KOGYO CO., LTD.
Mr. Kazuhiko Otani has abundant experience, past performance and insight gained overReasons for election many years as a manager, and has appropriately undertaken various management decisions
as a candidate for and other decision-making roles for the Company. Based on these considerations, theCompany has judged that Mr. Otani’s election will contribute to the stable and sustainable
Director
growth of the Company, and proposes his continued election as Director.
July 1981
Joined Tokyo Wholesale Center Co., Ltd.
April 1987
General Manager of ROX Department of the Company
June 1988
Director and General Manager of ROX Department
December 1988 Director and General Manager of Fashion Building
Department
June 1990
Managing Director, in charge of Fashion Building
Department
June 1991
Senior Managing Director, in charge of Fashion Building
Department and Accounting Department
Takuo Otani
June 1993
Representative Director & President (current position)
346,461(June 11, 1953)(Significant concurrent positions)Representative Director & President of Hoshi Pharmaceutical Co., Ltd.
Representative Director & President of I-TINK Co., Ltd.
Representative Director & Chairman of TO Linen Supply Co., Ltd.
Representative Director & Chairman of TOC Supply Co., Ltd.
Representative Director & President of TOR Asset Investment Co., Ltd.
Representative Director & President of TOC Direction Co., Ltd.
Representative Director & Chairman of TOLCD Co., Ltd.
Chairman of the Board Directors of HOSHI UNIVERSITY
Mr. Takuo Otani has abundant experience, past performance and insight gained over many
Reasons for election years as a manager, and has appropriately undertaken various management decisions andas a candidate for other decision-making roles for the Company. Based on these considerations, theCompany has judged that Mr. Otani’s election will contribute to the stable and sustainable
Director
growth of the Company, and proposes his continued election as Director.

-7-

No.

Name
(Date of birth)

Career summary, positions and responsibilities in the Company(Significant concurrent positions)
April 1979
April 2004

Shoichi Kondo(June 5, 1956)
3

Reasons for election
as a candidate for
Director

Masahiko Ishida(August 11, 1959)
4

Reasons for election
as a candidate for
Director

Yasuhiro Matsumura(March 10, 1959)
5

Reasons for election
as a candidate for
Director

Number ofshares of theCompany held

Joined Tokyo Wholesale Center Co., Ltd.
Deputy General Manager of Building Facilities
Management Department of the Company
April 2006
General Manager of Building Facilities Management
Department and General Manager of Safety Management
Promotion Office
June 2014
Director, General Manager of Building Facilities
11,900Management Department and in charge of Safety
Management Promotion Office
June 2020
Managing Director, General Manager of Building
Facilities Management Department and in charge of Safety
Management Promotion Office (current position)(Significant concurrent positions)Representative Director & President of TOC Supply Co., Ltd.
Mr. Shoichi Kondo has abundant experience, past performance and insight in building
facilities management, and has appropriately undertaken various management decisions
and other decision-making roles for the Company. Based on these considerations, theCompany has judged that Mr. Kondo’s election will contribute to the stable andsustainable growth of the Company, and proposes his continued election as Director.
April 1983
Joined Japan Development Bank
March 2008
General Manager of Corporate Finance Department, GroupI of Development Bank of Japan
June 2011
General Manager of Business Strategy Department ofManagement Policy Office of Nankai Electric Railway
Co., Ltd.
April 2015
Executive Officer, in charge of Administration of the
9,500
Company
June 2015
Director, in charge of Administration
June 2020
Managing Director, in charge of Administration (current
position)(Significant concurrent positions)Representative Director & Vice President of Ohsaki Redevelopment
Building Co., Ltd.
Mr. Masahiko Ishida has abundant experience, past performance and insight at financial
institutions and industrial companies, and has appropriately undertaken various
management decisions and other decision-making roles for the Company. Based on these
considerations, the Company has judged that Mr. Ishida’s election will contribute to thestable and sustainable growth of the Company, and proposes his continued election as
Director.
April 1984
Joined the Company
July 2014
General Manager of TOC Department of Building Sales
Division
June 2018
Executive Officer and General Manager of TOC
Department of Building Sales Division
11,700July 2019
Executive Officer and General Manager of TOC
Department and General Manager of Event Facilities
Department of Building Sales Division
June 2020
Director, in charge of Building Sales Division (current
position)
Mr. Yasuhiro Matsumura has abundant experience, past performance and insight in sales.
Therefore, the Company has judged that Mr. Matsumura’s election will contribute to thestable and sustainable growth of the Company, and proposes his election as Director.

-8-

No.

Name
(Date of birth)

Career summary, positions and responsibilities in the Company(Significant concurrent positions)

Number ofshares of theCompany held

Joined Sanyo Shiki Co., Ltd.
Director and General Manager of Administration
Department of Sanyo Shiki Co., Ltd.
August 2000
Representative Director and President of Sanyo Shiki Co.,
Hirofumi Inaba
10,000Ltd.
(April 2, 1959)
June 2006
Outside Director of the Company (current position)(Significant concurrent positions)
6
Representative Director & President of Sanyo Engineering Co., Ltd.
Mr. Hirofumi Inaba has served for many years as Representative Director & President of
Reasons for election
Thank You Japan Co., Ltd. and Sanyo Engineering Co., Ltd., and based on his abundant
as a candidate forexperience and extensive insight as a manager he oversees the management of theOutside Director andCompany. The Company proposes his election as Outside Director in the expectation thatsummary of expected
he will continue to oversee and provide advice and other guidance about the execution ofroles
business by Directors by drawing on his insight.
July 1971
Joined Takenaka Corporation
April 1985
Joined Tokyo Artists Co., Ltd.
April 1986
Part-time lecturer at Department of Architecture, Facultyof Engineering of Tokyo University of Science
April 1991
Representative Director & President of ARS DESIGN
Genta Torisu
ASSOCIATES (current position)(October 6, 1947)
April 2005
Part-time lecturer at Department of Architecture, Facultyof Engineering of The University of Tokyo
June 2016
Outside Director of the Company (current position)
7(Significant concurrent positions)Representative Director & President of ARS DESIGN ASSOCIATES
Mr. Genta Torisu has been involved in architecture and design for many years, and based
Reasons for election on his abundant experience and extensive insight as an expert in these areas, the Company
as a candidate for expects that he will provide valuable advice about the Company’s business, and heOutside Director and oversees the Company’s management from an independent perspective. The Company
summary of expected proposes his election as Outside Director in the expectation that he will continue tooversee and provide advice and other guidance about the execution of business byroles
Directors by drawing on his insight.
Notes: 1. The Company merged with Tokyo Wholesale Center Co., Ltd. on April 1, 1982 and changed its tradename to TOC Co., Ltd.
2. Hotel New Otani Co., Ltd. changed its trade name to New Otani Co., Ltd. on June 20, 2000 and
subsequently changed its trade name to New Otani Co., Ltd. (Japanese only) on June 25, 2012.
3. Japan Development Bank (Nihon Kaihatsu Ginko) was dissolved on October 1, 1999 and succeeded to
Development Bank of Japan (Nihon Seisaku Toshi Ginko), which was subsequently dissolved on October
1, 2008 and established as Development Bank of Japan, Inc. (Kabushiki Kaisha Nihon Seisaku Toshi
Ginko).
4. There are no special interests between each candidate for Director and the Company other than thebusiness relationships between the candidates for Director who are representatives of the legal entities,
etc. below and the Company as follows.
 Hoshi Pharmaceutical Co., Ltd.: The Company has a business relationship with Hoshi PharmaceuticalCo., Ltd. that includes the lease of buildings and the sale of goods.
 TO Linen Supply Co., Ltd.: The Company has a business relationship with TO Linen Supply Co., Ltd.
that consists of the lease of land and buildings, consignment of building management operation, andtransactions in goods.
 TOC Supply Co., Ltd.: The Company has a business relationship with TOC Supply Co., Ltd. that
includes the lease of land and buildings, consignment of building management operation, andtransactions in building interiors and facility construction works.
 TOC Direction Co., Ltd.: The Company has a business relationship with TOC Direction Co., Ltd. thatconsists of the lease of land and buildings, consignment of building management operation and facility
management.
 TOLCD Co., Ltd.: The Company has a business relationship with TOLCD Co., Ltd. that includes thelease of land and buildings, consignment of building management operation, and the sale of goods.
 TOR Asset Investment Co., Ltd.: The Company has a business relationship with TOR Asset Investment
March 1991

-9-

Co., Ltd. that consists of the lease of land and buildings and the consignment of building management
operation.
 I-TINK Co., Ltd.: The Company has a business relationship with I-TINK Co., Ltd. that consists of thelease of land and buildings and the sale of goods.
 New Otani Co., Ltd.: The Company has a business relationship with New Otani Co., Ltd. that includes
the sale of goods.
 HRT NEW OTANI CO., LTD.: The Company has a business relationship with HRT NEW OTANI CO.,LTD. that includes the lease of buildings and the sale of goods.
 OTANI KOGYO CO., LTD.: The Company has a business relationship with OTANI KOGYO CO.,LTD. that includes the lease of buildings and the sale of goods.
5. The Company has entered into a directors and officers liability insurance contract pursuant to theprovisions of Article 430-3, Paragraph 1 of the Companies Act with an insurance company. An overview ofdetails of the insurance contract is described on page 12 of the Business Report in Japanese. If thecandidates are elected, they will be covered by the contract. The Company plans to renew the insurance
contract with the same details at maturity.
6. Messrs. Hirofumi Inaba and Genta Torisu are candidates for Outside Director. Messrs. Hirofumi Inaba andGenta Torisu have been registered as Independent Officers prescribed under the rules of Tokyo Stock
Exchange, Inc. If they are elected as proposed, they will continue to serve as Independent Officers.
7. Matters concerning candidates for Outside Director are as follows.
(1) Number of years since each candidate for Outside Director assumed office as Outside Director
The term of office of Mr. Hirofumi Inaba will be 16 years at the conclusion of this Meeting.
The term of office of Mr. Genta Torisu will be 6 years at the conclusion of this Meeting.
(2) Outline of limitation of liability agreement with candidates for Outside Director
The Company has entered into a limitation of liability agreement with Messrs. Hirofumi Inaba andGenta Torisu to limit their liability for damages under Article 423, Paragraph 1 of the Companies Act,and the maximum amount of liability under this agreement is the amount prescribed by laws andregulations. If both Messrs. Hirofumi Inaba and Genta Torisu are reelected, the Company intends tocontinue the same limitation of liability agreement with them.
(3) Messrs. Hirofumi Inaba and Genta Torisu have not been executives or officers of the Company or its
subsidiaries.
(4) Messrs. Hirofumi Inaba and Genta Torisu are not the parent companies, etc. of the Company and havenot been the parent company, etc. of the Company in the past 10 years.
(5) Messrs. Hirofumi Inaba and Genta Torisu are not an executives or officers of an entity that has a special
relationship with the Company and have not been an executive or officer of an entity that has a special
relationship with the Company in the past 10 years.
(6) Messrs. Hirofumi Inaba and Genta Torisu have no plans to receive a large sum of money or otherproperty from the Company or from an entity that has a special relationship with the Company, andhave not received thereof in the past two years.
(7) Messrs. Hirofumi Inaba and Genta Torisu are not the spouses or relatives to within the third degree or
equivalent of an executive or officer of the parent company of the Company, etc., the Company, or anentity that has a special relationship with the Company.
8. Career summary, positions and responsibilities in the Company, and significant concurrent positions are
current as of May 1, 2022.

- 10 -

[Reference] Skill Matrix of the Board of Directors
The Board of Directors of the Company is to comprise talented persons who have a high degree ofknowledge and experience in each area relating to corporate management. The Company defines
especially important areas in corporate management as follows and expects each Director and Corporate
Auditor to fully demonstrate his or her abilities. The composition of the Board of Directors described
below has been prepared on the assumption that all proposals for the election of Directors at the Meetingare approved as originally proposed.

Representative
Director &Chairman
Representative
Director &President
Managing
Director
Managing
Director
Director

Overall

Sales &

Finance &Management

MarketingAccounting

Kazuhiko
Otani

〇

Takuo
Otani (〇)〇

Shoichi
Kondo
MasahikoIshidaYasuhiro
Matsumura
Hirofumi
Inaba (◎)
Genta
Torisu (〇)Director(Outside)
Director(Outside)
Full-time
Hideo
Corporate
Yamaoka
AuditorCorporate
Shuji
AuditorNagatani(Outside)
Corporate
Hiroshi
Auditor
Sakamaki(Outside)
Overall Management

〇

Legal
Affairs &Compliance

Property

Risk

Management

Management

〇

〇

〇

〇

Sustainability

〇
〇

〇

〇
〇

〇

〇

〇

〇

〇

〇

Experience as a manager (a director with the right of representation) at a corporation, etc. over a certain
size
Sales & Marketing
Experience as an officer in charge or general manager of a sales or marketing division or a senior
managerial position equivalent thereto or experience as a person responsible for related operations
Finance & Accounting
Experience as an officer in charge or general manager of a division relating to an accounting field or asenior managerial position equivalent thereto or experience as a person responsible for related operations
Legal Affairs & ComplianceExperience as an officer in charge or general manager of a division relating to legal affairs andcompliance or a senior managerial position equivalent thereto or experience as a person responsible forrelated operations
Property Management
Experience as an officer in charge or general manager of a property management division or a senior
managerial position equivalent thereto or experience as a person responsible for related operations
Risk Management
Experience as an officer in charge or general manager of a division relating to risk management or asenior managerial position equivalent thereto or experience as a person responsible for related operations
Sustainability
Experience as an officer in charge or general manager of a division relating to sustainability such as ESG
and CSR or a senior managerial position equivalent thereto or experience as a person responsible forrelated operations
Notes: 1. The areas of expertise of Directors and Corporate Auditors who comprise the Board of Directors are displayed as a matrix, andmajor skills held by and those expected from each of the Directors and Corporate Auditors are marked with a circle “〇”.
2. The members and the chair of the Nomination and Remuneration Committee are marked with a circle “〇” in parentheses and adouble circle “◎” in parentheses, respectively, in the name column.

- 11 -

Proposal No. 4: Election of One (1) Substitute Corporate Auditor
To prepare for cases where the number of Corporate Auditors falls short of the requisite number
stipulated by laws and regulations, the election of one (1) Substitute Corporate Auditor is proposed. The
appointment of Mr. Yoshiyuki Minegishi, who is proposed to be elected as Substitute Corporate Auditor,
shall be contingent on the number of Corporate Auditors falling short of the requisite number stipulated bylaws and regulations, and his term of office shall terminate when the term of office of the retiring Corporate
Auditor expires. The resolution adopted at this Meeting shall remain in effect until the opening of the next
Annual General Meeting of Shareholders.
The Company has obtained the consent of the Board of Corporate Auditors concerning the submission ofthis Proposal.
The candidate for Substitute Corporate Auditor is as follows.
Name(Date of birth)

Career summary and positions in the Company(Significant concurrent positions)

Yoshiyuki Minegishi(July 15, 1952)

April 1975
Joined Chuo Audit Firm
September 1980 Representative of Yoshiyuki Minegishi Tax Accountant
OfficeSeptember 1980 Representative of Minegishi Certified Public Accountant
OfficeDecember 1989 Corporate Auditor of CSK Corporation
October 2003 Auditor of the Japan Arts Council
June 2004
Outside Auditor of HIRAKAWA HEWTECH CORP.
April 2006
Auditor of Japan Highway Promotion Foundation
January 2012 Representative Partner of Yoshiyuki Minegishi
Accounting Office
December 2012 Representative Partner of Minegishi Partners Co., Ltd.
(current position)
October 2015 Member of Audit Committee of Nerima City

Number ofshares of theCompany held

Notes:
1. There are no special interests between Mr. Yoshiyuki Minegishi and the Company.
2. Mr. Yoshiyuki Minegishi is a candidate for Substitute Outside Corporate Auditor.
3. Reasons for electing Mr. Yoshiyuki Minegishi as a candidate for Substitute Outside Corporate Auditor,
independence as Outside Corporate Auditor, and limitation of liability agreement and directors and officers
liability insurance agreement with Outside Corporate Auditor(1) Reasons for election as a candidate for Substitute Outside Corporate Auditor and independence
The Company has elected Mr. Yoshiyuki Minegishi as a candidate for Substitute Outside Corporate
Auditor in the expectation that he will draw on his abundant experience, etc. as corporate auditor atmany different entities, in addition to his abundant knowledge and experience in tax and accounting
practices gained through his many years of service as a certified public accountant and certified tax
accountant of Japan, for the Company’s audit system.
(2) Limitation of liability agreement with Corporate Auditors
When Mr. Yoshiyuki Minegishi is appointed as Corporate Auditor, the Company intends to enter into alimitation of liability agreement with him to limit his liability for damages under Article 423, Paragraph
1 of the Companies Act to the minimum amount stipulated by laws and regulations, pursuant to theprovisions of Article 427, Paragraph 1 of the Companies Act and Article 38, Paragraph 2 of the Articles
of Incorporation of the Company.
(3) Directors and officers liability insurance agreement with Corporate Auditors
The Company has entered into a directors and officers liability insurance agreement with an insurancecompany as stipulated in Article 430-3, Paragraph 1 of the Companies Act to cover any damages that
may result from the insured being liable for the performance of his or her duties or being subject to aclaim for the pursuit of such liability. If Mr. Yoshiyuki Minegishi is appointed, he will be insured under
this insurance agreement.
4. Mr. Yoshiyuki Minegishi fulfills the requirements of an Independent Officer stipulated by Tokyo Stock
Exchange, Inc. If he is appointed as Outside Corporate Auditor, the Company intends to register him as an
Independent Officer to the exchange.

- 12 -

700