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
shall prevail. The Company assumes no responsibility for this translation or for direct, indirect or any
other forms of damages arising from the translation.
(Stock Exchange Code 1821)
June 5, 2020
To Shareholders with Voting Rights:
Hideo Arai
Representative Director,
President
Sumitomo Mitsui Construction Co., Ltd.
2-1-6, Tsukuda, Chuo-ku, Tokyo, JapanNOTICE OF
THE ANNUAL GENERAL MEETING OF SHAREHOLDERS
Dear Shareholders:
We would like to express our appreciation for your continued support and patronage.
We would like to notify you of the 17th Annual General Meeting of Shareholders of Sumitomo Mitsui
Construction Co., Ltd. (the “Company”). The meeting will be held for the purposes as described below.
Recently, the situation surrounding the novel coronavirus (COVID-19) has developed to the point at which
the Japanese government and several prefectural governors have implemented certain measures and issued
requests to prevent the spread of infection. As a result of careful consideration in light of these circumstances,
we have decided to hold this General Meeting of Shareholders after implementing an appropriate selection of
measures to prevent further infection.
However, from the viewpoint of preventing the spread of infection, we strongly request that you exercise
your voting rights in advance, in writing or via the Internet, etc. and refrain from attending the meeting inperson.
If you agree to exercise your voting rights in advance, please review the attached Reference Documents for
the General Meeting of Shareholders and exercise your voting rights by 5:45 p.m. on Thursday, June 25, 2020,
Japan time.
1. Date and Time:
2. Place:

Friday, June 26, 2020 at 11:00 a.m. Japan time
* Please note that the start time differs from previous years.
Corporate Headquarters (Conference room on the 2nd floor) located at
2-1-6, Tsukuda, Chuo-ku, Tokyo, Japan

3. Meeting Agenda:
Matters to be reported: 1. The Business, the Consolidated Financial Statements for the Company’s
17th Fiscal Year (April 1, 2019 - March 31, 2020) and results of audits by the
Accounting Auditor and the Audit & Supervisory Board of the Consolidated
Financial Statements
2. The Non-consolidated Financial Statements for the Company’s 17th Fiscal
Year (April 1, 2019 - March 31, 2020)
Proposals to be resolved:
Appropriation of Surplus
Proposal 1:
Election of 9 Directors
Proposal 2:
Election of 2 Audit & Supervisory Board Members
Proposal 3:

-1-

●

●
●
●
①
②
③

④
⑤
⑥

⑦

●

As the following documents are posted on the Company’s website pursuant to provisions of laws andregulations as well as Article 13-2 of the Articles of Incorporation, they are not presented in the
Appendix of this Notice of the Annual General Meeting of Shareholders.
Necessary systems to ensure appropriate operations and operation status of the systems in theBusiness Report
The Consolidated Statement of Changes in Net Assets and the Notes to the Consolidated Financial
Statements
The Statement of Changes in Net Assets and the Notes to the Non-consolidated Financial Statements
Therefore, the Appendix of this Notice of the Annual General Meeting of Shareholders were part ofthe Business Report, the Consolidated Financial Statements and the Non-consolidated Financial
Statements audited by the Audit & Supervisory Board Members and Accounting Auditor when they
prepared the audit report.
Should the Reference Documents for the General Meeting of Shareholders and the Appendix (theBusiness Report, the Consolidated Financial Statements, the Non-consolidated Financial Statements)
require revisions, the revised versions will be posted on the Company’s website.
The Company’s website: https://www.smcon.co.jp.
Requests to Shareholders Regarding Measures to Prevent the Spread of COVID-19
From the viewpoint of preventing the spread of infection, we strongly request that you exercise your voting
rights in advance, in writing or via the Internet, etc. and refrain from attending the meeting in person.
If you plan to attend the meeting, please bring a face mask to wear.
The following infection prevention measures will be implemented at the reception desk upon entry, so wekindly ask for your understanding and cooperation. Please note that we will refuse entry to those who do notcooperate with the preventive measures.
1) Provision of alcohol-based disinfectant
2) Wearing face masks
3) Checking temperatures
Please note that, in order to ensure the health and safety of the other shareholders, we will refuse entry (orrequest exit from the venue) to those who are confirmed to have a fever, exhibit irregular symptoms, andthose who have been determined to be not fit to attend.
In order to prevent the spread of infection, the distance between seats will be increased, and thereby theseating capacity will be greatly reduced compared to previous years. Therefore, we ask that you please notethat you may be refused entry even if you are present at the venue on the day of the meeting.
From the viewpoint of preventing the spread of infection, the meeting will be shortened and detailed
explanations of matters to be reported (including the audit report) and proposals to be resolved will beomitted. We recommend you review the selection of documents related to the General Meeting of
Shareholders provided in this notice and posted on the Company’s website in advance.
If any developments in the situation surrounding the spread of infection or the content of announcements by
the Japanese government, etc. result in changes in the venue and/or date and time of the meeting, or changes
in the operation of the meeting, including the measures mentioned above, we will post a notification online
on the Company’s website to inform you. We ask that shareholders who plan to attend the meeting be sure tocheck for updated notifications in advance.
The Company’s website: https://www.smcon.co.jp.

-2-

Instructions on Exercising Voting Rights
If Attending the General Meeting of Shareholders
Date and time of the Meeting: Friday, June 26, 2020, at 11:00 a.m.
Please hand in the enclosed Voting Rights Exercise Form at the reception desk on arrival at the Meeting.
In addition, please bring this booklet for reference at the meeting.
▪ If exercising voting rights via proxy, one (1) other shareholder with voting rights may attend the General Meeting of
Shareholders as your proxy. In this case, please submit documentation to the Company proving the right to represent,such as the power of attorney. (Non-shareholding proxies, accompanying persons or anyone else who is not ashareholder may not attend the General Meeting of Shareholders.)

If Not Attending the General Meeting of Shareholders
Deadline for exercising voting rights: Thursday, June 25, 2020, 5:45 p.m.
By MailPlease indicate whether you approve or disapprove of each proposal on the enclosed Voting Rights
Exercise Form and return by mail.
By the Internet
Please indicate whether you approve or disapprove of each proposal on the voting rights exercise website
designated by the Company:
https://www.web54.net/
Please see page 4 for details.
If exercising voting rights by mobile phone or smartphone, etc., it is also
possible to use a barcode reader to scan the “QR Code®” shown to the rightto access the voting rights exercise website.
(QR Code is a registered trademark of DENSO WAVE CORPORATION)▪ If there is no indication of approval or disapproval for each proposal on the Voting Rights Exercise Form, it shall bedeemed as an indication of approval.
▪ If you exercise your voting rights twice, such as by writing and Internet, etc., only the later vote arriving at the Company
will be considered a valid exercise of voting rights, and if they arrive on the same day, the vote cast through the Internet,
etc., will be deemed valid.
▪ If you exercise your voting rights multiple times via the Internet, etc., only the latest vote shall be deemed valid.

-3-Instructions for Exercise of Voting Rights via the Internet, etc.
If exercising voting rights via the Internet, it is possible only by accessing the following voting rights exercise
website designated by the Company. If using a smartphone, by scanning the “QR Code” indicated on theenclosed Voting Rights Exercise Form, it is not necessary to enter the “Voting rights exercise code” and“Password” for logging-in to the voting rights exercise website for smartphones.
1. Access the Voting Rights Exercise Website
The voting rights exercise website: https://www.web54.net/
If using a mobile phone or smartphone, etc., it is also
possible to scan the “QR Code®” indicated on theright of the Voting Rights Exercise Form to access thevoting rights exercise website.
(QR Code is a registered trademark of DENSO WAVE CORPORATION)

2. LoginEnter the “Voting rights exercise code” indicated on the bottom left of your Voting Rights Exercise Form.
3. Enter Password
Enter the “Password” indicated on the bottom left of your Voting Rights Exercise Form.
Then follow the instructions on screen.
For inquiries regarding the use of the voting rights exercise website:
Sumitomo Mitsui Trust Bank, Limited
Stock Transfer Agency Web Support Dedicated Hotline[Telephone] 0120-652-031 (9 a.m. to 9 p.m. Japan time)
About the Password▪ The password is a means of verifying whether or not the person exercising voting rights is alegitimate shareholder.
Please store this password carefully until the end of this General Meeting of Shareholders.
▪ The Company shall not respond to inquiries regarding passwords by telephone.
▪ Incorrectly inputting the password more than a certain number of times will lock it anddisable it. To request reissuance of your password, please follow the on screen instructions.
About the Voting Rights Exercise Platform
Institutional investors may utilize the Voting Rights Exercise Platform operated by ICJ, Inc.

-4-

Reference Documents for the General Meeting of Shareholders
Proposals and References
Proposal 1:
Appropriation of Surplus
Concerning the appropriation of surplus, the Company proposes the following.
 Matters concerning year-end dividends
The Company, seeks to strengthen its financial standing and increase its internal reserves in
preparation for future business expansion while maintaining a stable dividend policy, and determines
dividend distribution by taking comprehensive account of trends in business results as well as the future
management environment.
Based on the above policy, upon consideration of the financial contents, business results, and future
management initiatives, etc., for the 17th fiscal year, for year-end dividends for the 17th fiscal year, theCompany proposes the following.
(1) Dividend asset typeCash(2) Matters concerning distribution of dividends to shareholders and the total amount
Based on comprehensively taking into consideration the achievement of performance of the 17th
fiscal year, and the future business environments and earnings outlooks, the Company proposes a
year-end dividend of 24 yen per share, the amount equivalent to the dividend of the previous fiscal
year.
In this case, the total amount of dividend will be 3,792,593,304 yen.
(3) Date on which the dividend of surplus becomes effective
June 29, 2020

-5-

Proposal 2:

Election of 9 Directors

The terms of office of all Directors (8 persons) will expire at the end of this Annual General Meeting of
Shareholders. Mr. Hiroshi Mashiko passed away on April 23 of this year and thereby retired from theposition. Accordingly, the election of 9 Directors is proposed.
The candidates are as follows. From the viewpoint that the Company is a comprehensive construction
company mainly in the civil engineering business and building construction business in Japan and overseas, theCompany sets a basic policy to form a well-balanced Board of Directors comprising persons with adequate
knowledge regarding both businesses, as well as persons with expertise in governance, fund procurement, andcorporate management in consideration of diversity such as gender equality and internationality. The candidates
are determined at the Board of Directors upon consideration of the results of deliberations at the Nomination
and Compensation Advisory Committee, which serves as advisory bodies to the Board of Directors.
Furthermore, if this Proposal and Proposal 3 are approved as proposed and the candidates assume thepositions of Directors or Audit & Supervisory Board Members, respectively, six (6) of the total number offourteen (14) Directors and Audit & Supervisory Board Members shall be Independent Directors or
Independent Auditors as stipulated in Article 436-2 of the Securities Listing Regulations of the Tokyo Stock
Exchange.

No.

Name

Position

Responsibilities

Attendanceat Board of
Directors
Meetings
100%(16 out of
16 times)100%(16 out of
16 times)100%(16 out of
16 times)

1

Reappointment

Hideo
Arai

Representative
Director, President

2

Reappointment

Yoshitaka
Mimori3

Reappointment

Kunio
HanatoRepresentative
Director, Executive
Vice President
Representative
Director, Executive
Vice President

4

Reappointment

Shoji
Kimijima

Representative
Director, Executive
Vice President

5

Reappointment

Shigetoshi
Kondo

6

New Candidate

7

Reappointment

ToshioShibata
Sakio
Sasamoto

External

Director, Senior
Managing
Executive Officer
Managing
Executive Officer
Director

Independent
Director
External

Director

Independent
Director
External

100%(12 out of
12 times)

Director100%(12 out of
12 times)

8

9

Reappointment

Reappointment

Jun
Sugie
Tamao
Hosokawa

Independent
Director-6-

Division Director, Building
Construction Division
In charge of Safety, Environment &Production Management Division
Division Director, Safety,
Environment & Production
Management Division
In charge of Business Innovation &Incubation Division and Global
Division
Division Director, Audit Department
and Secretariat
Division Director, Administration
Division
Division Director, Corporate Planning
Division100%(16 out of
16 times)100%(12 out of
12 times)

Division Director, Civil Engineering
Division100%(16 out of
16 times)

No.

Name
(Date of birth)

Hideo Arai
(January 11, 1955)[Reappointment]

1

2

3

Past experience, positions, responsibilities
and significant concurrent positions
April 1977
July 2001
April 2003

Number ofshares of theCompany held

Joined Sumitomo Construction Co., Ltd.
General Manager, Technical Consulting Department, Civil
Engineering Administration Department, Civil Engineering Division
General Manager, Civil Engineering Technical Consulting
Department, Civil Engineering Administration Department, Civil
Engineering Business Division
General Manager, Renewal Project Office, Project Office, Civil
Engineering Business Division of the Company
Executive Officer
General Manager, Tokyo Civil Engineering BranchManaging Executive Officer
Director
Senior Managing Executive Officer
Representative Director (to present), President (to present)

41,486
Attendance at Board of
April 2010
Directors Meetings
during fiscal 2019:
April 201116 out of 16 times
June 2012(100%)
April 2013
April 2015
Reasons for selection as a candidate for Director
Since joining the Company, Mr. Hideo Arai has accumulated a wealth of experience from serving important posts in the civilengineering section, and is currently working to strengthen corporate governance and further enrich the management structure.
Based on the fact that he has been adequately fulfilling his responsibilities as top manager, the Company has judged it appropriate
to renominate him as a candidate for Director.
Joined Sumitomo Construction Co., Ltd.
April 1979
General Manager, Building Construction Department, Building
January 2000
Yoshitaka Mimori
Construction Administration Department, Tokyo Branch(March 12, 1956)
General Manager, Building Construction Department, Building
April 2003
Construction Administration Department, Tokyo Building[Reappointment]
Construction Branch of the Company
Executive Officer
April 2011
28,389Attendance at Board of April 2013
Managing Executive Officer
Directors Meetings
Senior Managing Executive Officer
April 2015
during fiscal 2019:
Director
June 201516 out of 16 times
Division Director, Building Construction Division (to present)
April 2016
(100%)
Representative Director (to present), Executive Vice President (toApril 2018present)
Reasons for selection as a candidate for Director
Since joining the Company, Mr. Yoshitaka Mimori has accumulated a wealth of experience from serving important posts in thebuilding construction section, and currently, he is adequately fulfilling his responsibilities as Division Director of Building
Construction Division. Therefore, the Company has judged it appropriate to renominate him as a candidate for Director.
Joined Mitsui Construction Co., Ltd.
April 1974
General Manager, Building Construction Department, Yokohama
January 2002
BranchGeneral Manager, Building Engineering Department
General Manager, Building Construction Department, Yokohama
Kunio Hanato
April 2003
Branch(May 6, 1955)
General Manager, Construction Department II, Building
Construction Administration Department, Tokyo Metropolitan[Reappointment]
District Housing Construction Business Department of the Company
Executive Officer
October 2012
26,622
Attendance at Board of April 2015
Managing Executive Officer
Directors Meetings
General Manager, Tokyo Building Construction Branchduring fiscal 2019:
Senior Managing Executive Officer
April 201716 out of 16 times
Executive Vice President (to present)
April 2018
(100%)
Representative Director (to present)
June 2018
In charge of Safety, Environment & Production Management
April 2019
Division (to present)
Division Director, Safety, Environment & Production Management
Division (to present)
Reasons for selection as a candidate for Director
Since joining the Company, Mr. Kunio Hanato has accumulated a wealth of experience from serving important posts in thebuilding construction section, and currently, he is adequately fulfilling his responsibilities as the director in charge of Safety,
Environment & Production Management Division. Therefore, the Company has judged it appropriate to renominate him as a
candidate for Director.

-7-

No.

Name
(Date of birth)

Past experience, positions, responsibilities
and significant concurrent positions

No.

Name
(Date of birth)

Past experience, positions, responsibilities
and significant concurrent positions
April 1979
June 1999

Shoji Kimijima(July 29, 1955)[Reappointment]

4

5

April 2003
April 2011
April 2012
April 2013

Attendance at Board ofJune 2013
Directors Meetings
April 2016
during fiscal 2019:
April 201916 out of 16 times(100%)

Joined Sumitomo Construction Co., Ltd.
General Manager, General Affairs Department, Administration
Division
General Manager, General Affairs Department, Global Business
Department of the Company
Executive Officer
Division Director, Secretariat (to present)
Managing Executive Officer
Division Director, Administration Division
Director
Senior Managing Executive Officer
Representative Director (to present)
Executive Vice President (to present)
In charge of Business Innovation & Incubation Division, and Global
Division (to present)
Division Director, Audit Department (to present)
Division Director, Administration Division (to present)

Number ofshares of theCompany held
Number ofshares of theCompany held

27,474

October 2019
Reasons for selection as a candidate for Director
Since joining the Company, Mr. Shoji Kimijima has accumulated a wealth of experience from serving important posts in thecorporate administration section, and currently, he is adequately fulfilling his responsibilities as the director in charge of Business
Innovation & Incubation Division and Global Division, and as Division Director of Administration Division. Therefore, theCompany has judged it appropriate to renominate him as a candidate for Director.
Joined The Sumitomo Bank, Limited
April 1988
Senior Credit Officer, Credit Dept.1, Middle Market Banking Unit,
April 2010
Sumitomo Mitsui Banking Corporation
Shigetoshi Kondo
Deputy General Manager, Asakusabashi Corporate Business Office(December 24, 1965) April 2013
General Manager, Nagoya Corporate Solution Center
April 2015
General Manager, Strategic Corporate Business Dept.
[Reappointment]
Senior General Manager
April 2017
14,806
Senior Manager, Corporate Planning Department and AffiliatedAttendance at Board of
Business Department of the Company
Directors Meetings
Managing Executive Officer
April 2018
during fiscal 2019:
General Manager, Corporate Planning Department
12 out of 12 times
Senior Managing Executive Officer (to present)
April
2019
(100%)
Director (to present)
June 2019
Division Director, Corporate Planning Division (to present)
April 2020
Reasons for selection as a candidate for Director
Mr. Shigetoshi Kondo has accumulated a wealth of experience regarding business analysis and management decision through his
career at banks, and currently, he is adequately fulfilling his responsibilities as Division Director of Corporate Planning Division.
Therefore, the Company has judged it appropriate to renominate him as a candidate for Director.
April 1985
April 2003
Toshio Shibata(December 8, 1962)[New Candidate]

6

April 2012
April 2018
April 2019
April 2020

Joined Mitsui Construction Co., Ltd.
Civil Engineering Designing Department No.2, Civil Engineering
Administration Department, Civil Engineering Business Division of
the Company
General Manager, Civil Engineering Technical Consulting
Department, Civil Engineering Division
Executive Officer
General Manager, Tokyo Civil Engineering BranchManaging Executive Officer (to present)
Division Director, Civil Engineering Division (to present)

7,240

Reasons for selection as a candidate for Director
Since joining the Company, Mr. Toshio Shibata has accumulated a wealth of experience from serving important posts in the civilengineering section. As General Manager of Tokyo Civil Engineering Branch, which is the Company’s main branch, he has
demonstrated his excellent management skills, and currently, he is adequately fulfilling his responsibilities as Division Director of
Civil Engineering Division. Therefore, the Company has judged it appropriate to nominate him as a candidate for Director.

-8-

Name
(Date of birth)

No.

Past experience, positions, responsibilities
and significant concurrent positions

April 1974
Sakio Sasamoto(December 24, 1950) December 1999
April 2001
[Reappointment]
April 2003
[Candidate for External
April 2005
Director][Candidate for
Independent Director] August 2005
April 2008
Attendance at Board of June 2009
Directors Meetings
during fiscal 2019:16 out of 16 times(100%)
1.

7

2.

3.

4.

June 2012
June 2016

Joined Nippon Kokan Corporation
General Manager, Real Estate Dept.
General Manager, Legal & General Administration Dept.
Executive Assistant, General Administration and Legal Division,
JFE Holdings, Inc.
Vice President, General Manager, General Administration and Legal
Division
Vice President, General Manager, General Administration Dept.
Senior Vice President
Representative Director, President and CEO, JFE LIFE
CORPORATION
Audit & Supervisory Board Member, JFE Holdings, Inc.
External Director of the Company (to present)

Number ofshares of theCompany held

0

Reasons for selection as candidate for External Director
1) Mr. Sakio Sasamoto is a candidate for External Director as stipulated by Item 7 for Clause 3 of Article 2, of theOrdinance for Enforcement of the Companies Act.
2) Mr. Sakio Sasamoto has been selected as a candidate for External Director as the Company wishes to have him continue
to exercise his wide range of experience regarding management of the Company. Furthermore, during his tenure as
External Director, he has been adequately fulfilling his responsibilities as Director of the Company, and as stated in (4.
Matters regarding Corporate Officers (4) Matters regarding External Officers 2) Main Activities for the Fiscal Year
Under Review) of the Business Report for the 17th fiscal year (available in Japanese only), he is appropriately fulfilling
his responsibilities during the fiscal year under review as well. Therefore, the Company has judged that he will continue
to appropriately fulfill the responsibilities of External Director.
Independence qualification of candidate for External Director
Mr. Sakio Sasamoto has served for many years at JFE Holdings Group (retired in June 2016 from all the positions of theGroup), which has transactional relationships with the Company, but the amount of business between the Group and the saidgroup is less than 1% of annual consolidated net sales of the Group and the said group, on average over the most recent three
years. The Company has judged that he does not have a possibility of conflicts of interest with general shareholders andpossesses adequate independence, and has thereby registered him as an Independent Director with the Tokyo Stock
Exchange, as stipulated in Article 436-2 of the Securities Listing Regulations. If he is reelected as Director and appointed
External Director, the Company plans to maintain his registration as an Independent Director.
Liability limitation agreements
An agreement to limit liability of Clause 1 of Article 423 of the Companies Act has been concluded between Mr. Sakio
Sasamoto and the Company, and the ceiling of the indemnity based on fore mentioned agreement shall be the minimum
amount stipulated by laws and regulations. If he is reelected as Director and appointed External Director, the Company plansto keep the above liability limitation agreement.
Number of years since the candidate for External Director assumed office as External Director of the Company
The term of retention of Mr. Sakio Sasamoto as External Director will be four (4) years at the close of this General Meeting.

-9-

No.

Name
(Date of birth)

Past experience, positions, responsibilities
and significant concurrent positions
April 1979
July 2007

8

Number ofshares of theCompany held

Joined former Ministry of Finance
Deputy Commissioner, Large Enterprise Examination and Criminal
Investigation Department, National Tax Agency
Jun Sugie
July 2008
Regional Commissioner, Kantoshinetsu Regional Taxation Bureau
July 2009
Deputy Commissioner (International Affairs), Commissioner's(June 23, 1956)
Secretariat, National Tax Agency
July 2011
Regional Commissioner, Tokyo Reginal Taxation Bureau[Reappointment]
Deputy Director-General, Japan Securities Depository Center,[Candidate for External December 2012
Incorporated
Director]
June 2014
Managing Director, Japan Securities Depository Center,[Candidate forIncorporated
0
Independent Director]
Managing Director, JASDEC DVP Clearing Corporation
July 2015
Senior Executive Officer, Japan Securities Depository Center,
Attendance at Board ofIncorporated
May 2017
Outside Director, IDOM Inc. (to present)
Directors Meetings
April 2018
Vice Chairman and Executive Director, The Investment Trusts
during fiscal 2019:
Association, Japan (to present)
12 out of 12 times
June 2019
Director of the Company (to present)(100%)[Significant concurrent positions]・ Outside Director, IDOM Inc.
・ Vice Chairman and Executive Director, The Investment Trusts Association, Japan
1. Reasons and backgrounds for selection as candidate for External Director
1) Mr. Jun Sugie is a candidate for External Director as stipulated by Item 7 for Clause 3 of Article 2, of the Ordinance for
Enforcement of the Companies Act.
2) Mr. Jun Sugie has been selected as a candidate for External Director as the Company wishes to have him continue toreflect his sophisticated expertise in taxation and wide range of management experience and insights in the Company’s
management. Furthermore, during his tenure as External Director, he has been adequately fulfilling his responsibilities as
Director of the Company, and as stated in (4. Matters regarding Corporate Officers (4) Matters regarding External
Officers 2) Main Activities for the Fiscal Year Under Review) of the Business Report for the 17th fiscal year (available inJapanese only), he is appropriately fulfilling his responsibilities during the fiscal year under review as well. Therefore, theCompany has judged that he will continue to appropriately fulfill the responsibilities of External Director.
3) IDOM Inc., where Mr. Jun Sugie serves as Outside Director, received an order for action from the Consumer Affairs
Agency in December 2017 for allegedly conducting misleading representations which fall under Item 2 for Article 5 of
the Act against Unjustifiable Premiums and Misleading Representations and are prohibited by the provisions of the same
Article. Although he had not known the fact until it was revealed, he constantly made recommendations regarding
compliance to IDOM Inc. After the fact was revealed, he received detailed information about the conduct in question
from Directors and employees, identified points for improvement, and examined measures such as strengthening inhouse investigative systems for advertisements and preventive measures including legal training within IDOM Inc.
2. Independence qualification of candidate for External Director
In view of the fact that no transactions exist between the Company and IDOM Inc. and The Investment Trusts Association,
where Mr. Jun Sugie concurrently serves, the Company has judged that he does not have any potential conflicts of interest
with general shareholders and possesses adequate independence qualification, and has thereby registered him as an
Independent Director with the Tokyo Stock Exchange, as stipulated in Article 436-2 of the Securities Listing Regulations. If
he is reelected as Director and appointed External Director, the Company plans to maintain his registration as an Independent
Director.
3. Liability limitation agreements
An agreement to limit liability of Clause 1 of Article 423 of the Companies Act has been concluded between Mr. Jun Sugie
and the Company, and the ceiling of the indemnity based on the aforementioned agreement shall be the minimum amountstipulated by laws and regulations. If he is reelected as Director and appointed External Director, the Company plans to keep
the above liability limitation agreement.
4. Number of years since the candidate for External Director assumed office as External Director of the Company
The term of retention of Mr. Jun Sugie as External Director will be one (1) year at the close of this General Meeting.

- 10 -

No.

Name(Date of birth)

Past experience, positions, responsibilities
and significant concurrent positions

May 1993
Became a journalist (to present)
October 2003
Member of the Shinagawa Ward Board of Education
April 2004
Part-time lecturer (modern politics), Seisa University (to present)
January
2016
Director, Chiba Institute of Technology (retired in January 2020)[Reappointment]
June 2017
Director, Japan Institute for National Fundamentals (to present)[Candidate for External
June 2019
Director of the Company (to present)
Director][Significant concurrent positions][Candidate for・ Journalist
0
Independent Director] ・ Part-time lecturer (modern politics), Seisa University
・ Director, Japan Institute for National Fundamentals
Attendance at Board of
Directors Meetings
during fiscal 2019:12 out of 12 times(100%)
1. Reasons and backgrounds for selection as candidate for External Director
1) Ms. Tamao Hosokawa is a candidate for External Director as stipulated by Item 7 for Clause 3 of Article 2, of theOrdinance for Enforcement of the Companies Act.
2) Ms. Tamao Hosokawa has been selected as a candidate for External Director as the Company wishes to have her
continue to reflect her objective point of view and broad knowledge as journalist in the Company’s management.
Furthermore, during her tenure as External Director, she has been adequately fulfilling her responsibilities as Director of
the Company, and as stated in (4. Matters regarding Corporate Officers (4) Matters regarding External Officers 2) Main
Activities for the Fiscal Year Under Review) of the Business Report for the 17th fiscal year (available in Japanese only),
she is appropriately fulfilling her responsibilities during the fiscal year under review as well. Therefore, the Company
has judged that she will continue to appropriately fulfill the responsibilities of External Director.
2. Independence qualification of candidate for External Director
Ms. Tamao Hosokawa has assumed the office of a Director of Chiba Institute of Technology (retired in January 2020), which
has transactional relationships with the Company, but the amount of business between the Group and the said institute is lessthan 1% of annual consolidated net sales of the Group, on average over the most recent three years. The Company has judgedthat she does not have any potential conflicts of interest with general shareholders and possesses adequate independence, andhas thereby registered her as an Independent Director with the Tokyo Stock Exchange, as stipulated in Article 436-2 of the
Securities Listing Regulations. If she is reelected as Director and appointed External Director, the Company plans to maintainher registration as an Independent Director.
3. Liability limitation agreements
An agreement to limit liability of Clause 1 of Article 423 of the Companies Act has been concluded between Ms. Tamao
Hosokawa and the Company, and the ceiling of the indemnity based on fore mentioned agreement shall be the minimum
amount stipulated by laws and regulations. If she is reelected as Director and appointed External Director, the Company plansto keep the above liability limitation agreement.
4. Number of years since the candidate for External Director assumed office as External Director of the Company
The term of retention of Ms. Tamao Hosokawa as External Director will be one (1) year at the close of this General Meeting.
5. Ms. Tamao Hosokawa’s legal name in the family register is Tamao Katahira.
(Note) There are no special interests between each candidate and the Company.
Tamao Hosokawa(July 12, 1968)

9

Number ofshares of theCompany held

- 11 -

Proposal 3:

Election of 2 Audit & Supervisory Board Members

The term of office of Audit & Supervisory Board Members, Mr. Yoshiyuki Kato and Mr. Aizou
Murakami, will expire at the conclusion of this Annual General Meeting of Shareholders. Accordingly, theelection of 2 Audit & Supervisory Board Members is proposed.
In addition, this proposal has been determined at the Board of Directors upon consideration of the resultsof deliberations at the Nomination and Compensation Advisory Committee.
The Audit & Supervisory Board has previously given its approval to this proposal.
The candidates are as follows:
No.

Name
(Date of birth)
April 1982
June 2006
February 2008
[Reappointment]
April 2009
[Candidate for External
Audit & Supervisory May 2010
November 2011
Board Member][Candidate for
Independent Auditor] April 2012
Yoshiyuki Kato
(August 4, 1959)

Attendance at Board of June 2012
Directors Meetings
during fiscal 2019:16 out of 16 times(100%)

1

Past experience, positions
and significant concurrent positions
Joined The Sumitomo Trust and Banking Company, Limited
General Manager, Kichijoji Branch
General Manager, Retail Business Development Department
General Manager, Business Development Department
Head Office Executive, Internal Audit Department
Senior Manager, Internal Audit Department, Sumitomo Mitsui
Trust Holdings, Inc.
Joint General Manager, Internal Audit Department, Sumitomo
Mitsui Trust Bank, Limited
Audit & Supervisory Board Member (full-time) of the Company(to present)

Number ofshares of theCompany held

2,774

Attendance at Audit &Supervisory Board
Meetings during fiscal
2019:
14 out of 14 times(100%)
1. Reasons and backgrounds for selection as candidate for External Audit & Supervisory Board Member
1)
Mr. Yoshiyuki Kato is a candidate for External Audit & Supervisory Board Member as stipulated by Item 8 for Clause
3 of Article 2, of the Ordinance for Enforcement of the Companies Act.
2)
Mr. Yoshiyuki Kato has been selected as a candidate for External Audit & Supervisory Board Member as theCompany wishes to have him continue to exercise his internal auditing experience, etc., from his past experiences at atrust bank in the Audit & Supervisory Board Member audits of the Company. Furthermore, during his tenure as
External Audit & Supervisory Board Member, he has been adequately fulfilling his responsibilities as Audit &Supervisory Board Member of the Company, and as stated in (4. Matters regarding Corporate Officers (4) Mattersregarding External Officers 2) Main Activities for the Fiscal Year Under Review) of the Business Report for the 17th
fiscal year (available in Japanese only), he is appropriately fulfilling his responsibilities during the fiscal year underreview as well. Therefore, the Company has judged that he will continue to appropriately fulfill the responsibilities ofExternal Audit & Supervisory Board Member.
2. Independence qualification of candidate for External Audit & Supervisory Board Member
Mr. Yoshiyuki Kato had served for many years at Sumitomo Trust and Banking Co., Ltd. (retired in June 2012), which is afinancial institution that has transactional relationships with the Company, and the amount of the Group’s borrowings fromsaid group is less than 2% of consolidated total assets of the Group, on average over the most recent three years. The
Company has judged that he does not have any conflicts of interest with general shareholders and possesses adequate
independence, and has thereby registered him as an Independent Auditor with the Tokyo Stock Exchange, as stipulated in
Article 436-2 of the Securities Listing Regulations. If he is reelected as Audit & Supervisory Board Member and appointed
External Audit & Supervisory Board Member, the Company plans to maintain his registration as an Independent Auditor.
3. Liability limitation agreements
An agreement to limit liability of Clause 1 of Article 423 of the Companies Act has been concluded between Mr. Yoshiyuki
Kato and the Company, and the ceiling of the indemnity based on fore mentioned agreement shall be the minimum amountstipulated by laws and regulations. If he is reelected as Audit & Supervisory Board Member and appointed External Audit &Supervisory Board Member, the Company plans to keep the above liability limitation agreement.
4. Number of years since the candidate for External Audit & Supervisory Board Member assumed office as External Audit &Supervisory Board Member of the Company
The term of retention of Mr. Yoshiyuki Kato as External Audit & Supervisory Board Member will be eight (8) years at theclose of this General Meeting.

- 12 -

No.

Name(Date of birth)

Past experience, positions
and significant concurrent positions

Number ofshares of theCompany held

April 1974
Registered as an attorney-at-law
Executive Governor, Japan Federation of Bar Associations
April 2001
Established Kioicho General Law Office
July 2005
Audit & Supervisory Board Member of the Company (to present)
June 2012[Reappointment][Candidate for External [Significant concurrent positions]Audit & Supervisory ・Attorney-at-law, Representative, Kioicho General Law Office
Board Member][Candidate for
Independent Auditor]
Aizou Murakami(October 16, 1948)

Attendance at Board of
Directors Meetings
during fiscal 2019:16 out of 16 times(100%)

0

Attendance at Audit &Supervisory Board
Meetings during fiscal
2019:
14 out of 14 times(100%)
1. Reasons and backgrounds for selection as candidate for External Audit & Supervisory Board Member
1)
Mr. Aizou Murakami is a candidate for External Audit & Supervisory Board Member as stipulated by Item 8 forClause 3 of Article 2, of the Ordinance for Enforcement of the Companies Act.
2
2)
Mr. Aizou Murakami has been selected as a candidate for External Audit & Supervisory Board Member as theCompany wishes to have him continue to exercise his specialized knowledge and experience as an attorney-at-law in
the Audit & Supervisory Board Member audits of the Company. Furthermore, during his tenure as External Audit &Supervisory Board Member, he has been adequately fulfilling his responsibilities as Audit & Supervisory Board
Member of the Company, and as stated in (4. Matters regarding Corporate Officers (4) Matters regarding External
Officers 2) Main Activities for the Fiscal Year Under Review) of the Business Report for the 17th fiscal year
(available in Japanese only), he is appropriately fulfilling his responsibilities during the fiscal year under review as
well. Therefore, the Company has judged that he will continue to appropriately fulfill the responsibilities of External
Audit & Supervisory Board Member.
2. Independence qualification of candidate for External Audit & Supervisory Board Member
In view of the fact that no transactions exist between the law office that Mr. Aizou Murakami operates and the Company, theCompany has judged that he does not have any conflicts of interest with general shareholders and possesses adequate
independence, and has thereby registered him as an Independent Auditor with the Tokyo Stock Exchange, as stipulated in
Article 436-2 of the Securities Listing Regulations. If he is reelected as Audit & Supervisory Board Member and appointed
External Audit & Supervisory Board Member, the Company plans to maintain his registration as an Independent Auditor.
3. Liability limitation agreements
An agreement to limit liability of Clause 1 of Article 423 of the Companies Act has been concluded between Mr. Aizou
Murakami and the Company, and the ceiling of the indemnity based on fore mentioned agreement shall be the minimum
amount stipulated by laws and regulations. If he is reelected as Audit & Supervisory Board Member and appointed External
Audit & Supervisory Board Member, the Company plans to continue with the above liability limitation agreement.
4. Number of years since the candidate for External Audit & Supervisory Board Member assumed office as External Audit &Supervisory Board Member of the Company
The term of retention of Mr. Aizou Murakami as External Audit & Supervisory Board Member will be eight (8) years at theclose of this General Meeting.
(Note) There are no special interests between each candidate and the Company.

End- 13 -