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 1821)
June 7, 2017
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.
You are cordially invited to attend the 14th Annual General Meeting of Shareholders of Sumitomo Mitsui
Construction Co., Ltd. (the “Company”). The meeting will be held for the purposes as described below.
If you are unable to attend the meeting, you can exercise your voting rights in writing by submitting the
Voting Rights Exercise Form, or via the Internet. Please review the attached Reference Documents for the
General Meeting of Shareholders and exercise your voting rights by 5:45 p.m. on Wednesday, June 28, 2017,
Japan time.
1. Date and Time:Thursday, June 29, 2017 at 10:00 a.m. Japan time

2. Place:

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 Report, the Consolidated Financial Statements for theCompany’s 14th Fiscal Year (April 1, 2016 - March 31, 2017) and results ofaudits by the Accounting Auditor and the Audit & Supervisory Board of theConsolidated Financial Statements
2. The Non-consolidated Financial Statements for the Company’s 14th Fiscal
Year (April 1, 2016 - March 31, 2017)
Proposals to be resolved:
Appropriation of Surplus
Proposal 1:
Partial Amendment to the Articles of Incorporation
Proposal 2:
Consolidation of Shares
Proposal 3:
Election of 9 Directors
Proposal 4:

-1-

●

●
●

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.
(1) The Notes to the Consolidated Financial Statements(2) The Notes to the Non-consolidated Financial Statements
Therefore, the Appendix of this Notice of the Annual General Meeting of Shareholders were part of
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: http://www.smcon.co.jp.

-2-

Instructions on Exercising Voting Rights
For Those Attending the General Meeting of Shareholders
Date and time of the Meeting: Thursday, June 29, 2017, at 10:00 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.)

For Those Not Attending the General Meeting of Shareholders
Deadline for exercising voting rights: Wednesday, June 28, 2017, 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:
http://www.web54.net/
Please see the following page 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, please confirm the following items, then access the voting rights
exercise website, enter the “Voting rights exercise code” and “Password” shown on the right of the Voting
Rights Exercise Form, and follow the instructions on screen to exercise your voting rights.
1. Access the Voting Rights Exercise Website
The voting rights exercise website: http://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 right of your Voting Rights Exercise Form.
3. Enter Password
Enter the “Password” indicated on the bottom right 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 and disable
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, fundamentally seeks to strengthen its corporate structure and enrich its internal
reserves in preparation for future business expansion while maintaining a stable dividend policy, anddetermines dividend distribution in comprehensive consideration of trends in business results and thefuture management environment.
Based on the above policy, upon consideration of the financial contents, business results, and future
management initiatives, etc., for the 14th fiscal year, for year-end dividends for the 14th fiscal year, theCompany proposes the following.
(1) Dividend asset typeCash(2) Matters concerning distribution of dividends to shareholders and the total amount3 yen per Ordinary Share of the Company, an increase of 1 yen compared to the previous fiscal year,
for a total of 2,438,565,483 yen(3) Date on which the dividend of surplus becomes effective
June 30, 2017-5-

Proposal 2:

Partial Amendment to the Articles of Incorporation

1. Reason for Amendment
In order to prepare for diversification of the content of the Company’s businesses, the Company proposes
additions to Article 2 (Purposes) of the present Articles of Incorporation.
2. Contents of the Amendment
Contents of the amendment are as follows.
(Amended parts are underlined.)
Proposed Amendment

Present Articles of Incorporation(Purposes)
Article 2(1) – (13)(Purposes)
Article 2

The Company shall be organized for the
purpose of operating the following Businessactivities.
(1) – (13)(Same as the present)(14)
To plan, design, construct, hold, maintain andadminister, and operate roads, railroads, ports,
airports, rivers, water and sewage facilities,
government office buildings, educational andcultural facilities, parking lots, waste treatment
facilities and other public facilities, and otherfacilities equivalent to the above(15)
To conduct freight forwarding business(16)
To purchase and sell secondhand goods(17)
To sell and lease machines and equipment, etc.
for medical use(18) – (25)(Unchanged)
Article 3 – Article 38 (Unchanged)

The Company shall be organized for the
purpose of operating the following Businessactivities.
(Text omitted)(Newly established)(Newly established)(Newly established)(Newly established)(14) – (21)(Text omitted)
Article 3 – Article 38 (Text omitted)-6-Proposal 3:

Consolidation of Shares

1. Reason for the Consolidation of Shares
As of March 31, 2017, the total number of issued shares of the Company was 813,366,605 shares, owing toan increase in the number of shares of common stock as a result of the exercise of call options on preferredstock issued in September 2005.
This number of shares is very high, at approximately 4.3 times the average number of listed shares ofcompanies listed on the First Section of the Tokyo Stock Exchange, and the current share price level is alsosignificantly below the minimum range of 50,000 yen, which is the investment unit level that is seen as
desirable in the Securities Listing Regulations of the Tokyo Stock Exchange.
As a result, the rate of fluctuation in the share price per one yen move is relatively large, and may attract
large fluctuations in the share price as a target of speculative trading, and the Company thus recognizes that
this has a considerable impact on general investors.
Taking this situation into consideration, the Company intends to consolidate five (5) shares into one (1)share. The ratio of consolidation has been carefully determined in order to limit the number of shareholders
that will lose the opportunity to hold the Company’s shares as much as possible, while also adjusting theinvestment unit to a level that is deemed desirable.
Furthermore, the Company believes that this consolidation of shares will adjust the total number of issued
shares to a level that reflects the Company’s scale, and thus make the flexible distribution of profits possible
in future.
In addition, as Japanese stock exchanges are promoting an initiative to ultimately unify the trading units ofthe stock of all domestic listed companies at one hundred (100) shares, based on the “Action Plan for
Consolidating Trading Units,” the Company shall maintain a unit number constituting one unit of shares
unchanged at the current level of one hundred (100) shares.
2. Consolidation of Shares Ratio
The Company intends to consolidate five (5) shares of the Company’s stock into one (1) share.
Furthermore, if fractional shares of less than one share arise as a result of the consolidation of shares, anumber of shares equivalent to the total number of such fractional shares shall be subject to a bulk disposal
or acquisition as treasury shares in accordance with the provisions of the Companies Act, and the proceedsfrom the disposal, etc. shall be distributed to shareholders for which fractions arise in proportion to theirrespective fractional share ratios.
3. Effective Date of the Consolidation of Shares
October 1, 2017
4. Total Number of Authorized Shares as of the Effective Date
533,892,994 shares[Reference]
If this proposal is approved as proposed, the Articles of Incorporation of the Company shall be partiallyamended as follows, effective October 1, 2017.
Present Articles of Incorporation(Total Number of Shares)
Article 5
The total number of shares authorized to beissued by the Company shall be 2,669 million 4
hundreds 64 thousands 9 hundreds 70(2,669,464,970) shares.

-7-(Amended parts are underlined.)
After Amendment(Total Number of Shares)
Article 5
The total number of shares authorized to beissued by the Company shall be 533 million 8
hundreds 92 thousands 9 hundreds 94(533,892,994) shares.

Proposal 4:

Election of 9 Directors

The terms of office of all Directors (9 persons) will expire at the conclusion of this Annual General
Meeting of Shareholders. Accordingly, the election of 9 Directors is proposed.
The candidates are as follows, and from the viewpoint that the Company is a comprehensive construction
company mainly in the civil engineering business and building construction business, the Company sets it asbasic policy to form a well-balanced Board comprising persons with adequate knowledge regarding bothbusinesses, as well as persons well-versed in governance, fund procurement, and corporate management. The
candidates are determined at the Board of Directors upon consideration of the results of deliberations at theNomination and Compensation Advisory Committee, which serves as advisory bodies to the Board of
Directors.
Furthermore, if this proposal is approved as proposed, five (5) of the total number of fourteen (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
Representative
Director,
Chairman
Representative
Director,
President
Representative
Director, Vice
President andExecutive Officer

1

Reappointment

Yoshiyuki
Norihisa2

Reappointment

Hideo
Arai

3

Reappointment

YoshioNagamoto

4

Reappointment

Kazuhiko
Hirokawa

Representative
Director, Vice
President andExecutive Officer

5

Reappointment

Yoshitaka
Mimori6

Reappointment

Shoji
Kimijima

7

Reappointment

TomohikoSato

8

Reappointment

KumikoKitai

Director, Senior
Managing
Executive Officer
Director, Senior
Managing
Executive Officer
Director, Senior
Managing
Executive Officer
Director

9

Reappointment

Sakio
Sasamoto

External
Independent
Director
External
Independent
Director

Director-8-

Responsibilities

In charge of Audit, Secretariat,
Public Relations, Corporate
Planning, Affiliated Business,
Administration Division,
Business Innovation &Incubation Division, and Global
Division
Division Director, Audit
Department
In charge of Safety and Building
Construction Division
Division Director, Safety &Environment Management
Department
Division Director, Building
Construction Division
Division Director, Secretariat,
Public Relations Office,Administration Division
Division Director, Corporate
Planning Department andAffiliated Business Department

Attendance atBoard ofDirectors
Meetings
100%(18 out of 18
times)
100%(18 out of 18
times)
100%(18 out of 18
times)

100%(18 out of 18
times)

100%(18 out of 18
times)
100%(18 out of 18
times)
100%(18 out of 18
times)
94.4%(17 out of 18
times)
100%(14 out of 14
times)

No.

Name(Date of birth)

Past experience, positions, responsibilities
and significant concurrent positions
April 1969
June 1999

Yoshiyuki Norihisa(December 9, 1946)[Reappointment]

12June 2000
June 2001
January 2003
April 2003

Number ofshares of theCompany held

Joined Sumitomo Construction Co., Ltd.
General Manager, PC Marketing Administration Department, Civil
Engineering Division
Director
Executive Officer
Managing Executive Officer
Executive Managing Director and Managing Executive Officer
Deputy Division Director of Civil Engineering Business Division
General Manager, PC Marketing Administration Department of theCompany
Senior Executive Managing Director and Senior Managing
Executive Officer
Director, Executive Officer and Vice President
Representative Director
Representative Director, President
Representative Director, Chairman (to present)

31,880Attendance at Board of
Directors Meetings
June 2005
during fiscal 2016:18 out of 18 times
April 2007
(100%)
April 2008
April 2010
April 2015
Reasons for selection as a candidate for Director
Since joining the Company, Mr. Yoshiyuki Norihisa has accumulated a wealth of experience from serving important posts in thecivil engineering section. Subsequent to assuming office as Chairman, he has worked with successor President Arai to strengthen
corporate governance and further enrich the management structure. Based on the fact that he has been adequately fulfilling his
responsibilities, the Company has judged it appropriate to renominate him as a candidate for Director.
Joined Sumitomo Construction Co., Ltd.
April 1977
General Manager, Technical Consulting Department, Civil
July 2001
Engineering Administration Department, Civil Engineering
Hideo Arai
Division(January 11, 1955)
General Manager, Civil Engineering Technical Consulting
April 2003
Department, Civil Engineering Administration Department, Civil[Reappointment]
Engineering Business Division
General Manager, Renewal Project Office, Project Office, Civil
27,621
Attendance at Board ofEngineering Business Division of the Company
Executive Officer
Directors Meetings
April 2010
General Manager, Tokyo Civil Engineering Branchduring fiscal 2016:
Managing
Executive Officer
April
2011
18 out of 18 times
Director
June 2012(100%)
Senior Managing Executive Officer
April 2013
Representative Director (to present), President (to present)
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 with Chairman Norihisa 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.

-9-

No.

Name
(Date of birth)

Past experience, positions, responsibilities
and significant concurrent positions
April 1975
May 2004

Yoshio Nagamoto(May 10, 1952)

June 2007
September 2009
March 2010
Attendance at Board of April 2010
Directors Meetings
June 2010
during fiscal 2016:18 out of 18 times(100%)
April 2013
April 2014
[Reappointment]

3

4

5

November 2005

Joined Sumitomo Bank
General Manager, Credit Department I, Corporate Banking Unit,
Sumitomo Mitsui Banking Corporation
Representative Director and President, SMFG Corporate Recovery
Servicer Co., Limited
Corporate Auditor (full-time), Daiwa Securities SMBC Co., Ltd.
Advisor,Sumitomo Mitsui Banking Corporation
Corporate Advisor of the Company
Vice President and Executive Officer (to present)
Division Director, Audit Department (to present)
Representative Director (to present)
In charge of Audit, Public Relations and Administration Division(to present)
In charge of Secretariat (to present)
In charge of Corporate Planning, Affiliated Business, Business
Innovation & Incubation Division and Global Division (to present)

Number ofshares of theCompany held

22,800Reasons for selection as a candidate for Director
Mr. Yoshio Nagamoto has accumulated a wealth of experience through his career at banks, and currently, he is adequately
fulfilling his responsibilities as the director in charge of the corporate administration section, global section, and business
innovation & incubation section of the Company. 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, Eastern
April 2002
Kanto Branch
Kazuhiko Hirokawa April 2003
General Manager, Building Construction Department, Eastern(October 17, 1951)
Kanto Branch of the Company
General Manager, Eastern Kanto Branch
April 2008
[Reappointment]
Executive Officer
October 2010
Managing Executive Officer
April 2012
20,400Attendance at Board of April 2014
Senior Managing Executive Officer
Directors Meetings
Director
June 2014
during fiscal 2016:
Representative Director (to present),
April 2016
Vice President and Executive Officer (to present),
18 out of 18 times
In charge of Safety and Building Construction Division (to(100%)
present),
Division Director, Safety & Environment Management
Department (to present)
Reasons for selection as a candidate for Director
Since joining the Company, Mr. Kazuhiko Hirokawa 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 the building
construction section and safety section. Therefore, the Company has judged it appropriate to renominate him as a candidate for
Director.
Joined Sumitomo Construction Co., Ltd.
April 1979
Yoshitaka Mimori
General Manager, Building Construction Department, Building
January 2000
(March 12, 1956)
Construction Administration Department and Tokyo Branch
General Manager, Building Construction Department, Building
April 2003
[Reappointment]
Construction Administration Department, Tokyo Building
Construction Branch of the Company
21,400Attendance at Board of April 2011
Executive Officer
Directors Meetings
Managing Executive Officer
April 2013
during fiscal 2016:
Senior Managing Executive Officer (to present)
April 201518 out of 18 times
Director (to present)
June 2015(100%)
Division Director, Building Construction Division (to present)
April 2016
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.

- 10 -

No.

Name(Date of birth)
Shoji Kimijima(July 29, 1955)

Past experience, positions, responsibilities
and significant concurrent positions
April 1979
June 1999
April 2003

[Reappointment]

6

7

Number ofshares of theCompany held

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, Public Relations Office (to present)
Division Director, Administration Division (to present)
Director (to present)
Senior Managing Executive Officer (to present)

April 2011
19,818
Attendance at Board of April 2012
April 2013
Directors Meetings
during fiscal 2016:18 out of 18 times
June 2013(100%)
April 2016
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 Division Director of
Administration Division and Division Director of Secretariat and Public Relations Office. Therefore, the Company has judged it
appropriate to renominate him as a candidate for Director.
Joined Mitsui Construction Co., Ltd.
April 1977
Tomohiko Sato
General Manager, Alliance and Integration Strategy Office,February 2002
(March 31, 1954)
Corporate Planning Division
Assistant General Manager, Corporate Planning Department,
April 2003
[Reappointment]
Corporate Planning Division of the Company
Executive Officer
April 2012
22,500Attendance at Board of
Division Director, Corporate Planning Department and AffiliatedBusiness Department (to present)
Directors Meetings
Director (to present)
June 2013
during fiscal 2016:
Managing Executive Officer
April 201418 out of 18 times(100%)
Senior Managing Executive Officer (to present)
April 2016
Reasons for selection as a candidate for Director
Since joining the Company, Mr. Tomohiko Sato has accumulated a wealth of experience from serving important posts in thecorporate administration section, and currently, he is adequately fulfilling his responsibilities as Division Director of Corporate
Planning Department and Affiliated Business Department. Therefore, the Company has judged it appropriate to renominate him asa candidate for Director.

- 11 -

No.

Name(Date of birth)

Past experience, positions, responsibilities
and significant concurrent positions

Joined Ministry of Labour
Director, Local Employment Measures Division, Employment
Security Bureau
Director, Women’s Welfare Section, Women’s Bureau
June 1994
Director, Women’s Policy Planning Division, Women’s Bureau
April 1996
Lieutenant Governor, Shizuoka Prefecture
July 1999
Deputy Director-General of the Secretariat, Central Labour
August 2001
Relations Commission
Kumiko Kitai
Ministerial Councilor (in charge of Equal Employment, Children
August 2003
(October 29, 1952)
and Families), Ministry of Health, Labour and Welfare
Director-General, Equal Employment, Children and Families
August2005[Reappointment]
Bureau[Candidate for External
Director-General of the Secretariat, Central Labour Relations
September 2006
Director]
Commission[Candidate for
Retired from Ministry of Health, Labour and Welfare
August 2007
0
Independent Director] August 2007
Senior Managing Director, Japan Industrial Safety and Health
Association
External Audit & Supervisory Board Member, TAKARA
Attendance at Board of June 2011
HOLDINGS INC. (to present)
Directors Meetings
Commissioner, Tokyo Metropolitan Public Safety Commission (toOctober 2012
during fiscal 2016:
present)
17 out of 18 times
External Director, KYOWA EXEO CORPORATION (to present)
June 2014(94.4%)
External Director of the Company (to present)
June 2014
Established Kachidoki Law Office
July 2014[Significant concurrent positions]・ Attorney-at-law, Kachidoki Law Office・ External Director, KYOWA EXEO CORPORATION
・ External Audit & Supervisory Board Member, TAKARA HOLDINGS INC.
・ Commissioner, Tokyo Metropolitan Public Safety Commission
1. Reasons, etc. for selection as a candidate for External Director
1) Ms. Kumiko Kitai is an External Director as stipulated by Item 7 for Clause 3 of Article 2, of the Ordinance for
Enforcement of the Company Law.
2) Ms. Kumiko Kitai has been selected as a candidate for External Director as the Company wishes to have her continue toexercise her wide range of views and wealth of experience from her past experiences in the management of theCompany. Furthermore, during her term of office 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) Mattersregarding External Officers 2) Main Activities for the Fiscal Year Under Review c. Status of Response to Violations ofLaws and Regulations, etc.) of the Business Report for the 14th fiscal year (available in Japanese only), she isappropriately fulfilling her responsibilities during the fiscal year under review as well. Therefore, the Company has
judged that she will appropriately fulfill the responsibilities of External Director.
2. Independence of candidate for External Director
In view of the fact that no transactions exist between the law office that Ms. Kumiko Kitai operates and the Company, theCompany has judged that she does not have a possibility of conflicts of interest with general shareholders and possesses
adequate independence, and has 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 continue her registration as an Independent Director.
3. Liability limitation agreements
An agreement to limit liability of Clause 1 of Article 423 of the Company Law has been concluded between Ms. Kumiko
Kitai and the Company, and the ceiling of the indemnity based on fore mentioned agreement shall be the minimum amountstipulated by laws and regulations. If she is reelected as Director and appointed External Director, the Company plans tocontinue with 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 office of Ms. Kumiko Kitai as External Director will be three (3) years at the close of this General Meeting.
April 1976
June 1992

8

Number ofshares of theCompany held

- 12 -

No.

Name(Date of birth)

Past experience, positions, responsibilities
and significant concurrent positions

Sakio Sasamoto April 1974
(December 24, 1950) December 1999
April 2001
April 2003

9

Number ofshares of theCompany held

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. (retired
June 2016)
External Director of the Company (to present)[Reappointment][Candidate for External
April 2005
Director][Candidate forAugust 2005
0
Independent Director] April 2008
June 2009
Attendance at Board of
Directors Meetings June 2012
during fiscal 2016:
June 201614 out of 14 times(100%)
1. Reasons for selection as candidate for External Director
1) Mr. Sakio Sasamoto is an External Director as stipulated by Item 7 for Clause 3 of Article 2, of the Ordinance for
Enforcement of the Company Law.
2) Mr. Sakio Sasamoto has been selected as a candidate for External Director as the Company wishes to exercise his wide
range of experience regarding management in the management of the Company. Furthermore, during his term of office
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 c. Status of Response to Violations of Laws and Regulations, etc.) of the Business Report for the 14th
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 appropriately fulfill the responsibilities of External
Director.
2. Independence of candidate for External Director
Mr. Sakio Sasamoto has served for many years at JFE Holdings Group, which has transactional relationships with theCompany, and the amount of transactions between the Group and said group is less than 1% of annual consolidated net salesof the Group and 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 and possesses 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 continue his registration as
an Independent Director.
3. Liability limitation agreements
An agreement to limit liability of Clause 1 of Article 423 of the Company Law 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 plans
to continue with 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 office of Mr. Sakio Sasamoto as External Director will be one (1) year at the close of this General Meeting.
(Note) There are no special interests between each candidate and the Company.

End- 13 -