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 otherforms of damages arising from the translation.
(Stock Exchange Code 1822)
June 7, 2022
To Shareholders with Voting Rights
Kenichi Osumi
Representative Director
DAIHO CORPORATION

24-4, Shinkawa 1-Chome, Chuo-ku, Tokyo,
Japan

NOTICE OF CONVOCATION OF THE 73RD ANNUAL GENERAL MEETING OF
SHAREHOLDERS
We would like to express our appreciation for your continued support and patronage.
We are pleased to inform that the 73rd Annual General Meeting of Shareholders of DAIHO CORPORATION(the “Company”) will be held for the purposes as described below.
Due to the continued spread of COVID-19, we consider the safety of our shareholders as top priority
and kindly ask you to refrain from attending the meeting as much as possible and exercise your voting
rights in writing or via the Internet etc.
For exercising your voting rights in advance, please review the attached Reference Documents for the General
Meeting of Shareholders and exercise your voting rights by 5:30 p.m. on Tuesday, June 28, 2022, Japan time.
1. Date and Time:

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

2. Venue:

2F Conference Room at the Corporate Headquarters located at
24-4, Shinkawa 1-Chome, Chuo-ku, Tokyo, Japan

3. Agenda of the Meeting:
Matters to be reported: 1. The Business Report and Consolidated Financial Statements for theCompany’s 73rd Fiscal Year (April 1, 2021 - March 31, 2022) and results ofaudits by the Independent Auditor and the Board of Corporate Auditors of theConsolidated Financial Statements
2. Non-Consolidated Financial Statements for the Company’s 73rd Fiscal Year
(April 1, 2021 - March 31, 2022)
Proposals to be resolved:
Proposal No. 1:
Appropriation of Surplus
Proposal No. 2:
Partial Amendments to the Articles of Incorporation
Proposal No. 3:
Election of Twelve (12) Directors
Proposal No. 4:
Revision to Remuneration Limit for Directors-1-

4. Disclosure via the Internet:
From among the document to be provided with this Notice, Consolidated Statements of Changes in Net Assets
and Notes to Consolidated Financial Statements of Consolidated Financial Statements, as well as NonConsolidated Statements of Changes in Net Assets and Notes to Non-Consolidated Financial Statements of NonConsolidated Financial Statements, are posted on the Company’s website (https://www.daiho.co.jp) in
accordance with laws and regulations as well as Article 18 of the Company’s Articles of Incorporation andtherefore are not provided in the Appendix of this Notice.
________________________________________________________________________________________
 When attending the meeting, please submit the enclosed Voting Rights Exercise Form at the reception desk.
 The number of seats available at the meeting venue will be very limited, because seats will be placed apartfrom each other to prevent the spread of COVID-19. For this reason, you may be refused entry even if youcome to the venue on the day of the meeting. We appreciate your understanding.
 Please note that we do not provide gifts for meeting attendees.
 Should the Business Report, Consolidated Financial Statements, Non-Consolidated Financial Statements, andthe Reference Documents for the General Meeting of Shareholders require revisions, the revised versions
will be posted on the Company’s website (https://www.daiho.co.jp).

-2-Reference Documents for the General Meeting of Shareholders
Proposals and References
Proposal No. 1: Appropriation of Surplus
The Company holds a basic policy of maintaining and enhancing stable dividends while improving thefinancial strength as a basis for long-term development. Based on this policy, the Company intends to securea consolidated dividend payout ratio of 70% or higher for 3 years from the fiscal year ended March 31, 2022,
as part of its shareholder return measures. Accordingly, it is proposed that the year-end cash dividend for the73rd fiscal year be ¥243 per share of common stock, in consideration of factors including the business results
and financial conditions during the fiscal year under review.
Matters relating to the year-end cash dividend(1) Matters related to the distribution of dividend properties and the total amount thereof¥243 per share of the Company’s common stock
Total amount of dividends ¥4,263,783,705(2) Effective date of dividends of surplus
June 30, 2022

-3-

Proposal No. 2: Partial Amendments to the Articles of Incorporation
1. Reasons for amendments(1) The date on which electronic provision of materials for general meetings of shareholders will comeinto effect, stipulated in the proviso to Article 1 of the supplementary provisions of the Act Partially
Amending the Companies Act (Act No. 70 of 2019), was determined to be September 1, 2022.
Accordingly, the Company proposes to establish provisions to the effect that information containedin referential documents of a General Meeting of Shareholders, etc. shall be provided electronicallyand that the Company may limit the scope of matters to be included in paper-based documents to besent to shareholders who have requested them.
In addition, the Company proposes to delete the current provision related to the Internet disclosureand deemed provision of referential documents of a General Meeting of Shareholders, etc. as it will
become unnecessary, and to establish supplementary provisions related to the effective date, etc.
associated with these amendments.
(2) In order to strengthen and enhance its management structure, the Company proposes to amend thenumber of Directors under Article 19 of the Company’s Articles of Incorporation from no more thanten (10) to no more than fourteen (14).
2. Details of amendments
The details of amendments are as follows:(Amended sections are underlined.)
Current Articles of Incorporation

Proposed Amendments(Internet Disclosure and Deemed Provision of Referential
Documents of a General Meeting of Shareholders, etc.)
Article 18. When convening a General Meeting of
Shareholders, the Corporation may deem that it has
provided information concerning the matterswhich must be included or shown in referential
documents of a General Meeting of Shareholders,a business report, an accounting statement and/or aconsolidated accounting statement, by disclosing
such information by the method using the Internet
pursuant to the provisions of the Ordinance of the
Ministry of Justice.
<Newly established><Deleted>(Measures for Electronic Provision, etc.)
Article 18. The Corporation shall, when convening a General
Meeting of Shareholders, provide information
contained in referential documents of a General
Meeting of Shareholders, etc. electronically.
2. Among the matters to be provided electronically,
the Corporation may choose not to include all orpart of the matters stipulated in the Ordinance ofthe Ministry of Justice in paper-based documents
to be sent to shareholders who have requested themby the record date of voting rights.
(Number of Directors)(Number of Directors)
Article 19. The Corporation shall not have more than ten (10) Article 19. The Corporation shall not have more than fourteen
Directors.
(14) Directors.

-4-Current Articles of Incorporation

Proposed Amendments<Newly established>(Supplementary Provisions)1.
The deletion of Article 18 (Internet Disclosure andDeemed Provision of Referential Documents of aGeneral Meeting of Shareholders, etc.) of the preamended Articles of Incorporation and theestablishment of Article 18 (Measures for Electronic
Provision, etc.) of the amended Articles ofIncorporation shall come into effect on September 1,
2022.
2.
Notwithstanding the provisions of the preceding
paragraph, Article 18 (Internet Disclosure and Deemed
Provision of Referential Documents of a General
Meeting of Shareholders, etc.) of the pre-amended
Articles of Incorporation shall remain in force withrespect to a General Meeting of Shareholders to be heldon or before February 28, 2023.
3.
These Supplementary Provisions shall be deleted after
March 1, 2023 or the lapse of three months from thedate of the General Meeting of Shareholders set forth in
the preceding paragraph, whichever is later.

-5-

Proposal No. 3:

Election of Twelve (12) Directors

The terms of office of all eight (8) Directors will expire at the conclusion of this year’s Annual General
Meeting of Shareholders. In this proposal, subject to Proposal No. 2 being approved as originally proposed,
the Company proposes adding four (4) Directors (including two [2] External Directors) and electing twelve(12) Directors, in order to make use of expertise in new business fields including ESG management and M&As
and to strengthen and enhance its management structure with a view to achieving medium- to long-term
increase of corporate value and sustained growth, given the management environment surrounding the Group.
The candidates are as follows:
No.

Name

Positions and responsibilities at the Company

1

Kakue Morishita

2

Momoki Nakamura

3

Minoru Kugimoto

4

Akihiko Sechi

Managing Executive Officer; General
Manager, Strategic Planning Division

New Appointment

5

Hiroshi Masuda

Managing Executive Officer; General
Manager, Civil Engineering Division;in charge of Overseas Division

New Appointment

6

Iwao Aso－

New Appointment

7

Tatsujiro Naito

External Director

Representative Director; Operating Vice
President
Director; Senior Managing Executive Officer;
General Manager, Construction Division;in charge of Safety and Environment
Director; Managing Executive Officer;
General Manager, Administration Division;in charge of Compliance; in charge of
Subsidiaries and Associates; in charge ofGeneral Affairs

Reappointment

Reappointment

Reappointment

Reappointment
External
Independent
Reappointment

8

Kazuhiro Fujita

External Director

External
Independent
Reappointment

9

Yoshitaka Oshima

External Director

External
Independent
Reappointment

10

Yoko Atsumi

External Director

External
Independent
Female11

Sonosuke Kamiya

New Appointment－

External
Independent

12

Tomoharu Kato

New Appointment－

External
Independent

-6-

No.

Name
(Date of birth)

Past experience, positions, responsibilities,
and significant concurrent positions
April 1979
October 2003
April 2005
June 2008
April 2009

1

Number ofshares of theCompany held

Joined the Company
Acting General Manager, Sales Department, Hiroshima Branch
General Manager, Sales Department, Hiroshima Branch
General Manager, Hiroshima Branch
General Manager, Civil Engineering Technology Department,
Osaka Branch
April 2010
General Manager, Civil Engineering Sales Department, Osaka
BranchKakue Morishita
April 2013
General Manager, Kyushu Branch(April 23, 1956)
April 2014
Executive Officer; General Manager, Kyushu Branch
April
2017
Executive Officer; General Manager, Nagoya Branch<Reappointment>
April 2018
Managing Executive Officer; General Manager, Nagoya Branch
April 2019
Senior Managing Executive Officer; General Manager, Civil
2,347
Term of office as
Director: 3 years
Engineering Division
June 2019
Director; Senior Managing Executive Officer; General Manager,
Attendance at the
Civil Engineering Division
Board of Directors April 2020
Director; Senior Managing Executive Officer; General Manager,
meetings: 18/18
Civil Engineering Division; in charge of Overseas Division
April 2021
Director; Operating Vice President; General Manager, Civil
Engineering Division; in charge of Overseas Division
June 2021
Representative Director; Operating Vice President; General
Manager, Civil Engineering Division; in charge of Overseas
Division; in charge of Safety and Environment
April 2022
Representative Director; Operating Vice President (current
position)[Reasons for nomination as candidate for Director]
Mr. Kakue Morishita has held key positions in the civil engineering division and has abundant experience and advanced
knowledge in the Company’s business activities. Because he is driving sustained growth of the Group, the Company
nominates him as a candidate for Director again. If Mr. Morishita is elected a Director, he is scheduled to assume the officeof Representative Director and President subject to appointment at a meeting of the Board of Directors.

-7-

No.

Name
(Date of birth)

Past experience, positions, responsibilities,
and significant concurrent positions
April 1985
April 2008

2

3

Number ofshares of theCompany held

Joined the Company
Manager, 2nd Works Section, Construction Department, Tokyo
BranchJanuary 2010
Acting General Manager, Construction Department, Tokyo
BranchOctober 2010
Deputy General Manager, Construction Department, Tokyo
Momoki Nakamura
Branch(December 24, 1960) April 2011
General Manager, Construction Department, Tokyo Branch
January 2015
Deputy General Manager; General Manager, Construction<Reappointment>
Department, Tokyo Branch
April 2016
Deputy General Manager, Tokyo Branch
1,706
Term of office as
April 2017
Executive Officer; Deputy General Manager, Tokyo Branch
Director: 1 year
April 2018
Executive Officer; General Manager, Tokyo Construction Branch
April
2020
Managing Executive Officer; General Manager, Tokyo
Attendance at theConstruction Branch
Board of Directors
April 2021
Managing Executive Officer; General Manager, Construction
meetings: 13/13
Division
June 2021
Director; Managing Executive Officer; General Manager,
Construction Division
April 2022
Director; Senior Managing Executive Officer; General Manager,
Construction Division; in charge of Safety and Environment(current position)[Reasons for nomination as candidate for Director]
Mr. Momoki Nakamura has held key positions in the construction division and has abundant experience in business andadvanced knowledge of all aspects of construction business operations. Since April 2021, he has contributed to improving
profitability as General Manager of the Construction Division. Based on these knowledge and experience, he is fulfilling his
duties as Director, including controlling all aspects of construction business operations, decision-making on importantmatters, and supervising business execution. The Company, therefore, nominates him as a candidate for Director again.
April 1983
Joined the Company
February 2009Manager, Finance Section, Accounting Department,
Administration Division
April 2011
Manager, General Affairs Section, General Affairs Department,
Administration Division
Minoru Kugimoto
General Manager, General Affairs Department, Tohoku Branch(November 6, 1960) May 2013
July 2017
General Manager, Accounting Department, Administration
Division<Reappointment>
April 2018
Executive Officer; General Manager, Accounting Department,
Administration Division
1,500
Term of office as
April 2019
Managing Executive Officer; Deputy General Manager,
Director: 1 year
Administration Division; General Manager, Accounting
Attendance at the
Department
Board of Directors April 2021
Managing Executive Officer; General Manager, Administration
meetings: 13/13
Division
June 2021
Director; Managing Executive Officer; General Manager,
Administration Division; in charge of Compliance; in charge of
Subsidiaries and Associates; in charge of General Affairs (current
position)[Reasons for nomination as candidate for Director]
Mr. Minoru Kugimoto has held key positions in the administration division for many years and has abundant experience andgeneral management knowledge. Since July 2017, he has contributed to strengthening and maintaining the financial
structure as General Manager of Accounting Department, Administration Division. Based on these knowledge andexperience, he is fulfilling his duties as Director, including controlling all aspects of administrative operations, decisionmaking on important matters, and supervising business execution. The Company, therefore, nominates him as a candidate
for Director again.

-8-

No.

Name
(Date of birth)

Past experience, positions, responsibilities,
and significant concurrent positions
April 1984
September 2003
April 2005

4

5

Number ofshares of theCompany held

Joined the Company
Manager, Secretarial Section, Secretarial Office
Manager, Secretarial Section, General Affairs Department,
Administration Division
October 2005
Manager, Sales Section, the 2nd Civil Engineering Sales
Department, Civil Engineering Division
April 2006
Manager, Secretarial Section, General Affairs Department,
Akihiko Sechi
Administration Division(March 9, 1961)
616
April 2008
Manager, Strategic Planning Office (in charge of Corporate<New Appointment>
Planning)
February 2009
General Manager, Strategic Planning Office
April 2019
Executive Officer; General Manager, Strategic Planning Office
April 2021
Managing Executive Officer; General Manager, Strategic
Planning Office
January 2022
Managing Executive Officer; General Manager, Strategic
Planning Division (current position)[Reasons for nomination as candidate for Director]
Mr. Akihiko Sechi has held key positions in the strategic planning division and has abundant experience and advanced
knowledge in the Company’s business activities. Since February 2009, he has supervised the strategic planning division as
General Manager of Strategic Planning Office. The Company has determined that he will fulfill his duties as Director,
including controlling all aspects of operations, decision-making on important matters, and supervising business execution.
The Company, therefore, nominates him as a candidate for new Director.
April 1981
Joined the Company
April 2003
Manager, 4th Works Section, Civil Engineering Department,
Tokyo Branch
February 2006
Deputy General Manager, Civil Engineering Department, Tokyo
BranchJuly 2007
Deputy General Manager, Civil Engineering Department, Osaka
BranchHiroshi Masuda November 2008 General Manager, Civil Engineering Department, Osaka Branch(February 17, 1959)
February 2009
General Manager, Works Department, Kyushu Branch
316
September 2011 General Manager, Sales Department, Tohoku Branch<New Appointment>
April 2017
Deputy General Manager, Tohoku Branch
April 2019
Executive Officer; Deputy General Manager, Tohoku Branch
April 2020
Executive Officer; General Manager, Osaka Branch
April 2021
Managing Executive Officer; General Manager, Osaka Branch
April 2022
Managing Executive Officer; General Manager, Civil
Engineering Division; in charge of Overseas Division (current
position)[Reasons for nomination as candidate for Director]
Mr. Hiroshi Masuda has held key positions in the civil engineering division and has abundant experience and advanced
knowledge in the Company’s business activities. Since April 2020, he has contributed to improving profitability as General
Manager of Osaka Branch. The Company has determined that, based on these knowledge and experience, he will fulfill his
duties as Director, including controlling all aspects of civil engineering business operations, decision-making on importantmatters, and supervising business execution. The Company, therefore, nominates him as a candidate for new Director.

-9-

No.

Name
(Date of birth)

Past experience, positions, responsibilities,
and significant concurrent positions
April 1997

6

7

Number ofshares of theCompany held

Joined The Long-Term Credit Bank of Japan, Limited (currently
Shinsei Bank, Limited)
June 2000
Auditor, ASO CEMENT Co., Ltd. (currently ASO
CORPORATION)
June 2001
Director, ASO CEMENT Co., Ltd. (currently ASO
CORPORATION)
August 2001
Director, ASO CEMENT Co., Ltd.
December 2005 Outside Director, DWANGO Co., Ltd.
June 2006
Executive Managing Director, ASO CORPORATION
October 2008
Executive Vice President, ASO CORPORATION
Iwao Aso
June 2010
President, ASO CORPORATION (current position)(July 17, 1974)
0June 2014
Outside Director, NITTOC CONSTRUCTION CO., LTD.
<New Appointment> October 2014
Member of the Board (Outside Director), KADOKAWADWANGO CORPORATION (currently KADOKAWACORPORATION)
December 2015 Outside Director, IREP Co., Ltd.
January 2016
President, ASO CEMENT Co., Ltd. (current position)
October 2016
Outside Director, D.A.Consortium Holdings Inc.
June 2017
External Director, TSUZUKI DENKI CO., LTD.
October 2018
Director, NITTOC CONSTRUCTION CO., LTD. (current
position)
June 2021
Outside Director, Tohto Suisan Co., Ltd. (current position)[Reasons for nomination as candidate for Director]
Mr. Iwao Aso has abundant experience as a corporate executive and general management knowledge. The Company has
determined that, based on these knowledge and experience, he will appropriately perform his duties as Director, including
controlling all aspects of operations, decision-making on important matters, and supervising business execution. The
Company, therefore, nominates him as a candidate for new Director.
April 1981
Joined SUMITOMO CORPORATION
November 2002 General Manager, Information Systems Department; Assistant toGeneral Manager for the Americas (in charge of IT), Sumitomo
Corporation of Americas (stationed in New York)
April 2007
General Manager, Information Technologies Planning andPromotion Dept., SUMITOMO CORPORATION
June
2007
Outside Director, Sumisho Computer Systems Corporation
Tatsujiro Naito
April
2011
Corporate Officer; General Manager, Network Division, Media,(November 26, 1957)
Network & Lifestyle Retail Business Unit, SUMITOMOCORPORATION<Reappointment>
June 2011
Outside Director, T-Gaia Corporation<External>
October
2011
Outside Director, SCSK Corporation<Independent>
0
April 2016
Director; Senior Managing Executive Officer; General Manager,
Term of office asDistribution Systems Business Group; General Manager, Global
Director: 1 year
System Business Division; Chief Representative, China & Asia,SCSK Corporation
Attendance at theJune 2018
Joined LIXIL Corporation
Board of Directors October 2018
Corporate Director; General Manager, SOR System Division,
meetings: 13/13
LIXIL Corporation
July 2019
Managing Officer, Group CIO; Officer in charge of Digital
Strategy Department, RIZAP GROUP, Inc.
January 2021
Representative, Office The-T (current position)
May 2021
External Director, MrMax Holdings Ltd. (current position)
June 2021
External Director, the Company (current position)
October 2021
External Director, MAKES.CO.,LTD (current position)[Reasons for nomination as candidate for External Director and expected roles]
Mr. Tatsujiro Naito has many years of business experience in a major general trading company and management as amember of the management team in a major IT company. He is enhancing the supervisory function for business execution
from an independent and objective standpoint and providing advice on general management, based on his abundant
experience in business companies and extensive knowledge mainly in the IT field. He is fulfilling his duties as External
Director, and the Company therefore nominates him as a candidate for External Director again.

- 10 -

No.

Name(Date of birth)

Past experience, positions, responsibilities,
and significant concurrent positions
October 1990

89Number ofshares of theCompany held

Joined Tohmatsu & Co. (currently Deloitte Touche Tohmatsu
LLC)
August 1994
Registered as a certified public accountant
May 1997
Established Fujita and Partners (current position)
August 1998
Manager, Strategic Business Department, Deloitte Tohmatsu
Kazuhiro Fujita
Consulting Co., Ltd.
(May 5, 1965)
October 2000
Senior Manager, B2B Venture Business Department, Deloitte
Tohmatsu Consulting Co., Ltd.
<Reappointment>
September 2001 Senior Manager, Deloitte Consulting LLP (New York, the U.S.)<External>
June 2005
Executive Officer and Principal, ABeam Consulting Ltd.
<Independent>
Corporate Secretary, Regional Leader, East Region, ABeam
0
Consulting (USA) Ltd.
Term of office as
August 2007
Executive Officer and Principal, Manufacturing and Distribution
Director: 1 year
Control Business Department; Leader, Strategic AccountManagement Office, ABeam Consulting Ltd.
Attendance at theAugust 2010
Partner, Strategy Consulting, Global Business Service, IBM
Board of Directors
Japan, Ltd.
meetings: 13/13
August 2010
Registered as a certified tax accountant
October 2013
Supervisory Officer, KENEDIX Private Investment Corporation(current position)
May 2014
Partner, Tokyo Kyodo Accounting Office (current position)
June 2021
External Director, the Company (current position)[Reasons for nomination as candidate for External Director and expected roles]
Mr. Kazuhiro Fujita has many years of experience as a certified public accountant, and experience and advanced knowledge
in corporate management as a business consultant. He is enhancing the supervisory function for business execution from an
independent and objective standpoint and providing professional advice on corporate accounting and corporate finance. He
is fulfilling his duties as External Director, and the Company therefore nominates him as a candidate for External Director
again.
October 2001
Registered as an attorney-at-law
Joined Hideyuki Sakai Law Office
Yoshitaka Oshima
Seconded to Enterprise Turnaround Initiative Corporation of(January 20, 1970) October 2009
Japan (currently Regional Economy Vitalization Corporation ofJapan)<Reappointment>
April 2012
Partner Attorney, Bingham Sakai Mimura Aizawa (Foreign Law<External>
Joint Enterprise)<Independent>
April 2015
Partner Attorney, Anderson Mori & Tomotsune LPC
0July 2017
Established Tokyo Bay Law Office; Representative Attorney
Term of office as
Director: 1 year
(current position)
October 2017
Outside Audit & Supervisory Board Member, SG Holdings Co.,
Attendance at theLtd. (current position)
Board of Directors June 2021
External Director, the Company (current position)
meetings: 13/13
August 2021
External Committee Member, Nomura SPARX Investment, Inc.
(current position)[Reasons for nomination as candidate for External Director and expected roles]
Mr. Yoshitaka Oshima has professional knowledge and abundant experience as an attorney-at-law. He is enhancing thesupervisory function for business execution from an independent and objective standpoint and providing advice on generalmanagement from the perspective of corporate governance. He is fulfilling his duties as External Director, and the Company
therefore nominates him as a candidate for External Director again.

- 11 -

No.

Name(Date of birth)

Yoko Atsumi(March 12, 1984)<Reappointment><External><Independent><Female>10

Term of office as
Director: 1 year

Past experience, positions, responsibilities,
and significant concurrent positions
December 2009
January 2010
December 2011
June 2014
October 2017
June 2019
September 2019

Registered as an attorney-at-law
Joined Nishimura & Asahi
Seconded to Legal Department, JP Morgan Securities Japan Co.,
Ltd.
Joined Law Office Hironaka
Established Atsumi Law Office; Representative Attorney
Outside Director, KOSAIDO Co., Ltd.
Outside Audit & Supervisory Board Member, KIDSLINE Inc.
(current position)
Senior Partner, Head of Kojimachi Office, Atsumi & Sakai(current position)
External Director, the Company (current position)

Number ofshares of theCompany held

0

December 2020
Attendance at theBoard of Directors June 2021
meetings: 11/13[Reasons for nomination as candidate for External Director and expected roles]
Although Ms. Yoko Atsumi has not been directly involved in corporate management other than as an External Officer, she
has professional knowledge and experience as an attorney-at-law and has served as an Outside Audit & Supervisory Board
Member at another company. She is providing the supervisory function from an independent and objective standpoint andadvice on general management based on her legal knowledge. The Company has determined that she will fulfill her duties as
External Director, and therefore nominates her as a candidate for External Director again.
April 1999
Registered as an attorney-at-law
Sonosuke Kamiya
Joined OHHARA LAW OFFICE(June 25, 1974)
January 2005
Registered as an attorney-at-law in New York State
January 2007
Established Kamiya Law Office (current position)
0<New Appointment>
August 2009
External Director, Pacific Net Co., Ltd. (current position)<External>
June 2017
External Director (Audit & Supervisory Committee Member),<Independent>
11
Showa Chemical Industry Co., Ltd. (current position)[Reasons for nomination as candidate for External Director and expected roles]
Although Mr. Sonosuke Kamiya has not been directly involved in corporate management other than as an External Officer,
he has professional knowledge and experience as an attorney-at-law and has served as an External Director at othercompanies. He is expected to provide the supervisory function from an independent and objective standpoint and advice on
general management based on his legal knowledge. The Company has determined that he will fulfill his duties as External
Director, and therefore nominates him as a candidate for new External Director.
April 1999
Joined Deutsche Securities (currently Deutsche Bank
Aktiengesellschaft)April 2000
Joined McKinsey & Company
April 2004
Joined FIELDS CORPORATION; General Manager of Office of
the President
December 2007 Joined Unison Capital, Inc.
Tomoharu Kato
Seconded to Akindo Sushiro Co., Ltd.; Manager of President’s(September 8, 1974)
Office0
December
2008
Managing Director, Akindo Sushiro Co., Ltd.
<New Appointment>
October 2012
Director and COO, Akindo Sushiro Co., Ltd.
<External><Independent>
June 2015
Joined XEBIO Co., Ltd.
12
October 2015
President and Representative Director, XEBIO Co., Ltd.
Executive Vice President, XEBIO HOLDINGS CO., LTD.
June 2017
External Director, Kakaku.com, Inc. (current position)
April 2021
Established Manpuku Holdings Co., Ltd.; President andRepresentative Director (current position)[Reasons for nomination as candidate for External Director and expected roles]
Mr. Tomoharu Kato has abundant experience as a corporate executive and general management knowledge. The Company
has determined that, based on these knowledge and experience, he will appropriately perform his duties as External Director,
including controlling all aspects of operations, decision-making on important matters, and supervising business execution
from an independent and objective standpoint. The Company, therefore, nominates him as a candidate for new External
Director.

- 12 -

(Notes)
1. There are no special interests between any of the candidates for Directors and the Company.
2. Responsibilities, etc. are as posted in the Directors and Corporate Auditors column in the Business Report (available inJapanese only).
3. Mr. Tatsujiro Naito, Mr. Kazuhiro Fujita, Mr. Yoshitaka Oshima, Ms. Yoko Atsumi, Mr. Sonosuke Kamiya and Mr.
Tomoharu Kato are candidates for External Directors. The Company has notified the Tokyo Stock Exchange of theappointment of Mr. Tatsujiro Naito, Mr. Kazuhiro Fujita, Mr. Yoshitaka Oshima and Ms. Yoko Atsumi as independent
directors prescribed by the Exchange. The Company intends to designate Mr. Sonosuke Kamiya and Mr. Tomoharu Kato
as independent directors prescribed by the Exchange, and notify the Exchange of their appointment as independent
directors.
4. If the election of Mr. Iwao Aso, Mr. Sonosuke Kamiya and Mr. Tomoharu Kato as Directors is approved as proposed,
the Company intends to enter into an agreement with each of them to limit their liabilities under Article 423, Paragraph
1 of the Companies Act in accordance with Article 427, Paragraph 1 of the same act. If the election of Mr. Tatsujiro
Naito, Mr. Kazuhiro Fujita, Mr. Yoshitaka Oshima and Ms. Yoko Atsumi as Directors is approved as proposed, theCompany intends to maintain an agreement with each of them to limit their liabilities under Article 423, Paragraph 1 of
the Companies Act in accordance with Article 427, Paragraph 1 of the same act. The maximum amount of liability
pursuant to the agreement is ¥10 million or the minimum amount of liability stipulated in Article 425, Paragraph 1 ofthe same act, whichever is higher.
5. The Company shall enter into a directors and officers liability insurance agreement with an insurance company, as
stipulated in Article 430-3, Paragraph 1 of the Companies Act. The insurance agreement will cover damages that may
arise due to the insured directors and officers assuming liability for the execution of their duties, or receiving a claim forthe pursuit of such liability. Each candidate shall be included as an insured under the said insurance agreement. The
insurance agreement is scheduled to be renewed on July 1, 2022.

- 13 -

(Reference)

Skills Matrix of Directors After Approval of Proposals No. 2 and No. 3

The following table shows key expertise and knowledge expected of Directors by the Company.
Attribute
Position and name1

2

Expertise and knowledge

Corporate
Accounting /Newmanagement /Independence
finance /appointment
corporate
M&As
strategies

Representative Director; President*●

Kakue Morishita
Director; Senior Managing
Executive Officer;
General Manager, Construction
Division

Technology

Marketing /
sales

●

●

●

●

Legal affairs /ESG /compliance sustainability

Momoki Nakamura

3

Director; Managing Executive
Officer;
General Manager, Administration
Division

●

●

●

●

●

Minoru Kugimoto4

Director; Managing Executive
Officer;
General Manager, Strategic
Planning Division●●

Akihiko Sechi

5

Director; Managing Executive
Officer;
General Manager, Civil
Engineering Division

●

●

●

Hiroshi Masuda

6

7

8

9

10

11

12

Director
Iwao Aso●

Director●

Tatsujiro Naito
Director
Kazuhiro Fujita
Director
Yoshitaka Oshima
Director

Sonosuke Kamiya
Director
Tomoharu Kato

●

●

●

●

●

●

●

●

●

●

●

●

●

●

●

●

Yoko Atsumi
Director●●●* Position as an Executive Officer will be determined at a meeting of the Board of Directors to be held after this year’s Annual
General Meeting of Shareholders.

- 14 -

Independence Criteria for External Officers
The Company determines that the independence of external officers will not be satisfied if an external officer
falls under any of the following items.
1. A person who is or was a business executor (an executive director, executive officer, or an employee, thesame applies hereinafter) of the Company or any of the Company’s subsidiaries or affiliates (hereinafterreferred to as the “Group”)
2. A person who directly or indirectly holds 10% or more of the total voting rights of the Company or abusiness executor thereof, or a person who held 10% or more of the total voting rights of the Company ora business executor thereof in any of the past 3 years
3. A person who is a business executor of a person of whom the Group directly or indirectly holds 10% ormore of the total voting rights, or a person who was a business executor of such person in any of the past 3
years
4. A person who is a business executor, corporate auditor, or accounting advisor of a company, or its parent
company, subsidiary, or affiliated company that receives a director or corporate auditor from the Group
5. A person for whom the Group is a major business partner in any of the past 3 fiscal years (a person who hasreceived payment of an amount equivalent to 2% or more of its annual consolidated net sales from theGroup in any of the past 3 fiscal years), or a business executor thereof
6. A person who is a major business partner of the Group in any of the past 3 fiscal years (a person who paid
an amount equivalent to 2% or more of the Company’s annual consolidated net sales to the Group in any ofthe past 3 fiscal years, or a person who provided the Group with monetary loans equivalent to 2% or moreof the Company’s consolidated total assets in any of the past three fiscal years), or a business executor
thereof
7. A person who is a professional, such as a certified public accountant, attorney-at-law, certified tax
accountant, or consultant, who has received monetary or other property benefits exceeding ¥10 million peryear, other than officer remuneration, from the Group in any of the past 3 years (if the person receiving
remuneration is a legal entity, etc., a person affiliated with such legal entity, etc.)
8. A person who has received donations or subsidies exceeding ¥10 million per year from the Group in any ofthe past 3 years, or a director, business executor, or an equivalent person of such person’s organization
9. A person who is a spouse, relative within the second degree of relationship or a relative living together ofthe person who falls under any of the items 1 through 8 above- 15 -

Proposal No. 4:

Revision to Remuneration Limit for Directors

The 67th Annual General Meeting of Shareholders held on June 29, 2016 approved a proposal to set theupper limit of remuneration for the Company’s Directors at ¥180 million per year, and the 72nd Annual General
Meeting of Shareholders held on June 29, 2021 approved a proposal to set the upper limit for External Directors
out of the above limit at ¥30 million per year. The upper limits have remained unchanged since then. However,if Proposals No. 2 and No. 3 are approved as originally proposed, there will be four more Directors, two ofwhom will be External Directors.
Accordingly, with the addition of Directors, the Company proposes revising the upper limit of remuneration
for Directors to ¥280 million per year (up to ¥50 million of which to be for External Directors).
The Company has determined that this proposal is appropriate, because it was determined by the Board of
Directors upon receiving reports from the Nomination and Remuneration Committee in comprehensive
consideration of the Company’s business scale, remuneration system, level of remuneration payments, andother factors.
The remuneration limit for Directors does not include the salaries as employees for Directors who
concurrently serve as employees.
The current number of Directors is eight (8) (four [4] of whom are External Directors). If Proposals No. 2
and No. 3 are approved as originally proposed, the number of Directors will be twelve (12) (six [6] of whom
are External Directors).

- 16 -