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.
Stock Exchange Code: 1954
September 10, 2019
To Shareholders with Voting Rights:
Ryuichi Arimoto
Representative Director and President
NIPPON KOEI CO., LTD.
(Headquarters) 4, Kojimachi 5-chome,
Chiyoda-ku, Tokyo(Main Office) 14-6, Kudankita 1-chome,
Chiyoda-ku, TokyoNOTICE OF
THE 75TH 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 75th Annual General Meeting of Shareholders of NIPPON KOEI 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 by post or via the Internet(Note 1).
Please review the attached Reference Documents for the General Meeting of Shareholders and exercise
your voting rights by 5:30 p.m. on Wednesday, September 25, 2019, Japan time.
1. Date and Time:
2. Place:

Thursday, September 26, 2019 at 10:00 a.m. Japan time
Shirakaba and Tsuru, 3F, Hotel Grand Palace
1-1, Iidabashi 1-chome, Chiyoda-ku, Tokyo

3. Meeting Agenda:
Matters to be reported: 1. The Business Report, Consolidated Financial Statements andNonconsolidated Financial Statements for the Company’s 75th Fiscal Year
(July 1, 2018 - June 30, 2019)
2. Results of audits by the Accounting Auditor and the Audit & Supervisory
Board of the Consolidated Financial Statements
Proposals to be resolved:
Proposal 1:
Election of 10 Directors
Proposal 2:
Election of 1 Audit & Supervisory Board Member
Proposal 3:
Election of 1 Substitute Audit & Supervisory Board Member
Proposal 4:
Appointment of an Accounting Auditor(Note 1) Please access the website (https://soukai.mizuho-tb.co.jp/) and enter your voting rights code andpassword. To exercise your voting rights, please follow the guidance on the screen.
Additionally, if you are an institutional investor, you can exercise your voting rights through ICJ platform run
by ICJ, Inc.
Disclosure via the Internet◎ “Notes to Consolidated Financial Statements” and “Notes to Nonconsolidated Financial Statements” are posted
at the following Company’s website pursuant to the laws and regulations, and provisions in Article 14 of the
Articles of Incorporation, and they are not included in the Appendix to this notice. Therefore, the Appendix tothis notice of convocation is a part of Consolidated Financial Statements and Nonconsolidated Financial
Statements audited by Accounting Auditor in preparing the Accounting Audit Report. Also, the Appendix is apart of Consolidated Financial Statements and Nonconsolidated Financial Statements audited by Audit &Supervisory Board members in preparing their Audit Report.
◎ Should the Reference Documents for the General Meeting of Shareholders, Business Report, Consolidated
Financial Statements, and Nonconsolidated Financial Statements require revisions, the revised versions will be
posted on the following Company’s website.
The Company’s website: https://www.n-koei.co.jp/english/ir/-1-

Reference Documents for the General Meeting of Shareholders
Proposals and References
Proposal 1:

Election of 10 Directors

The terms of office of all 11 directors will expire at the conclusion of this General Meeting of Shareholders.
The number of Directors has been reduced by one in accordance with a review of the management structure, thus
the election of 10 directors, inclusive of 2 outside directors, is proposed.
The candidates are as follows:No.

Attendance atmeetings of theCurrent position at theBoard of Directors
Company
during the fiscal
year under review
Representative Director and 16/16 meetings(100%)
ChairmanName

1[Reelection]

Noboru Takano

2[Reelection]

Akira Mizukoshi

Director and Vice Chairman

15/16 meetings
(94%)

3

[Reelection]

Ryuichi Arimoto

Representative Director andPresident

16/16 meetings(100%)

4[Reelection]

Hiroyuki Akiyoshi

Representative Director andExecutive Vice President

16/16 meetings(100%)

5[Reelection]

Takayasu Tsuyusaki

Director and Senior
Managing Executive Officer

16/16 meetings(100%)

6[Reelection]

Haruhiko Kanai

Director and Senior
Managing Executive Officer

16/16 meetings(100%)

7[Reelection]

Hiroaki Shinya

Director and Managing
Executive Officer

16/16 meetings(100%)

8[Reelection]

Yasushi Hirusaki

Director and Executive
Officer

16/16 meetings(100%)

9[Reelection]

Hiizu Ichikawa

Director

16/16 meetings(100%)

10[Reelection]

Kazumasa Kusaka

Director

15/16 meetings(94%)[Outside Director][Independent Officer][Outside Director][Independent Officer](Notes)1.
2.

There are no special interests between each candidate for director and the Company.
Messrs. Hiizu Ichikawa and Kazumasa Kusaka(1) Messrs. Hiizu Ichikawa and Kazumasa Kusaka are the candidates for Outside Director. Mr. Hiizu Ichikawa currently
serves as an Outside Director of the Company, and the tenure of office as Director will be five years at the closing of
this General Meeting of Shareholders. Additionally, Mr. Kazumasa Kusaka currently serves as an Outside Director of
the Company, and the tenure of office as Director will be four years at the closing of this General Meeting of
Shareholders.
(2) The Company has designated Messrs. Hiizu Ichikawa and Kazumasa Kusaka as independent officers as stipulated by
the Tokyo Stock Exchange and notified the Exchange to that effect.
(3) Liability limitation agreement
The Company has concluded a liability limitation agreement in accordance with the Companies Act with each of its
Outside Directors. Under these agreements, the limitation of damage liability of each Outside Director shall be the largerof ¥6 million or the minimum liability amount stipulated by the Companies Act, if such Outside Director has performed
his or her duties in good faith and without gross negligence.
The Company intends to continue the same agreement with both Messrs. Hiizu Ichikawa and Kazumasa Kusaka if theirelections are approved.

-2-

No.

Name
(Date of birth)

Past experience, positions and responsibilities
April
July

1

Number ofshares of theCompany held

1975 Joined the Company
2008 General Manager of Operations Planning Office andGeneral Manager of Business Planning Office, Domestic
Consulting Operations of the Company
June2009 Executive Officer of the Company
Deputy Director General of Domestic Consulting
Operations, General Manager of Operations Planning
Office, and General Manager of Business Planning Office,Domestic Consulting Operations of the Company
June2010 Deputy Director General of Domestic Consulting
Noboru Takano
Operations and General Manager of Operations Planning(September 14, 1952)
Office, Domestic Consulting Operations of the Company
June
2011 Director and Executive Officer of the Company[Reelection]
Acting Director General of Domestic Consulting
Operations and General Manager of Operations Planning[Tenure of office as
Office, Domestic Consulting Operations of the Company
Director at the closing
June
2012
Director and Managing Executive Officer of the Companyof this General
Director General of Domestic Consulting Operations of the
Meeting ofCompany
Shareholders]
September
2014
Representative Director and Senior Managing Executive
8 years
Officer of the Company
2015 Representative Director and Executive Vice President in[Attendance at the July
Board of Directors
charge of technology of the Company
meetings]
July2017 Representative Director and Chairman of the Company
16/16 meetings(current position)(100%)[Significant concurrent positions]
・Chairman of The Japan Civil engineering Consultants Association

22,974[Reasons for selection as a candidate for Director]
Mr. Noboru Takano has been engaged in the management of the Company as Director since June 2011, and is appropriately
fulfilling these duties and responsibilities. Additionally, after serving as Representative Director and Executive Vice President(in charge of technology and Director General of Domestic Consulting Operations), he currently serves as Representative
Director and Chairman and is appropriately fulfilling his duties in supervision and promotion of overall management of theCompany Group based on his wealth of experience and achievements gained mainly in the field of Domestic Consulting
Operations. Due to the above, the Company has continued to designate him as a candidate for Director.

-3-

No.

Name
(Date of birth)

Past experience, positions and responsibilities
April
July

1976 Joined the Company
2007 General Manager of Business Promotion Department,June2008 Executive Officer of the Company

Number ofshares of theCompany held

Domestic Consulting Operations of the Company

2

Deputy Director General of International Consulting
Operations of the Company
June2010 Director and Executive Officer of the Company
June2012 Director and Managing Executive Officer of theCompany
July
2012 General Manager of Business Promotion Headquarters of
the Company
Akira Mizukoshi(September 30, 1950) September 2014 Director and Senior Managing Executive Officer of theCompany[Reelection]
Director General of Corporate Headquarters and Director
General of Business Promotion Headquarters of the[Tenure of office as
Company
Director at the closing October
2014 Director General of Corporate Headquarters of theof this GeneralCompany
Meeting ofJuly2015 Director and Executive Vice President in charge of Head
Shareholders]
Office of the Company
9 years
February
2016 Director and Executive Vice President in charge of Head
Office and IR of the Company[Attendance at theBoard of Directors September 2016 Representative Director and Executive Vice President incharge of Head Office and IR of the Company
meetings]
July2017 Director and Vice Chairman of the Company (current
15/16 meetings
position)(94%)[Significant concurrent positions]None

13,300[Reasons for selection as a candidate for Director]
Mr. Akira Mizukoshi has been engaged in the management of the Company as Director since June 2010, and is appropriately
fulfilling these duties and responsibilities. Additionally, after serving as Director General of Business Promotion
Headquarters, Director General of Corporate Headquarters and Representative Director and Executive Vice President, hecurrently serves as Director and Vice Chairman and is appropriately fulfilling his role in promotion of management andimprovement of value of the Company Group. Due to the above, the Company has continued to designate him as a candidate
for Director.

-4-

No.

Name
(Date of birth)

Past experience, positions and responsibilities
April
July

1977 Joined the Company
2007 Deputy Director General of Corporate Headquarters ofJuly2008 Deputy Director General of Corporate Headquarters andNumber ofshares of theCompany held

the Company

3

General Manager of Corporate Planning Department of
the Company
June2009 Director and Executive Officer of the Company
Director General of Corporate Headquarters and General
Ryuichi Arimoto
Manager of Corporate Planning Department of the(November 27, 1952)
Company
June2011 Director General of Corporate Headquarters and General[Reelection]
Manager of Personnel & General Affairs Department of
the Company[Tenure of office as June2012 Director and Managing Executive Officer of the
Director at the closing
Companyof this GeneralJuly
2012 Director General of Corporate Headquarters and General
Meeting ofManager of Personnel Department of the Company
Shareholders]
September
2014
Representative Director and President of the Company
10 years(current position)[Significant
concurrent
positions][Attendance at theBoard of Directors ・Chairman of the Engineering and Consulting Firms Association, Japan

21,674

meetings]
16/16 meetings(100%)[Reasons for selection as a candidate for Director]
Mr. Ryuichi Arimoto has been engaged in the management of the Company as Director since June 2009, and is appropriately
fulfilling these duties and responsibilities. Additionally, after serving as Director General of Corporate Headquarters, he iscurrently tasked with management of the Company Group as Representative Director and President. The Company has judgedthat his insights, based on a wealth of operational experience in overall management and achievements from leading the Group
with strong leadership and decision-making are suitable for the advancement of the management and strengthening ofcorporate governance of the Company Group. Due to the above, the Company has continued to designate him as a candidate
for Director.

-5-

No.

Name
(Date of birth)

Past experience, positions and responsibilities
April
June

1979 Joined the Company
2004 Senior General Manager of Plant Division, Power

June

2010 Executive Officer of the Company

Number ofshares of theCompany held

Engineering Company of the Company

4

Deputy Director General of Power Engineering Operations(in charge of electromechanical consultation and new
businesses) of the Company
June2012 Director and Executive Officer of the Company
Acting Director General of Power Engineering Operationsand General Manager of Fukushima Works of theCompany
Hiroyuki AkiyoshiJune
2013 Director General of Power Engineering Operations of the(March 11, 1956)
Company[Reelection]
July
2015 Director and Managing Executive Officer of the Company
July2016 Director and Senior Managing Executive Officer of the[Tenure of office as
Company
Director at the closing July
2017 Representative Director and Senior Managing Executiveof this General
Officer of the Company
Meeting of
April
2018 Director General of Power Engineering Operations andShareholders]
Representative Director and Senior Managing Executive
7 years
Officer in charge of energy business of the Company
July
2018
Representative Director and Senior Managing Executive[Attendance at the
Officer in charge of energy business and power engineering
Board of Directorsof the Company (current position)
meetings]
July
2019 Representative Director and Executive Vice President of
16/16 meetings
the Company (current position)(100%)[Significant concurrent positions]None

16,095[Reasons for selection as a candidate for Director]
Mr. Hiroyuki Akiyoshi has been engaged in the management of the Company as Director since June 2012, and is appropriately
fulfilling these duties and responsibilities. Additionally, after serving as Director General of Power Engineering Operations, hecurrently serves as Representative Director and Executive Vice President (concurrently being in charge of power engineeringand energy business), and is fulfilling his duty of further enriching the energy business of the Company Group responding toreform of the electric power system. Due to the above, the Company has continued to designate him as a candidate for Director.

-6-

No.

Name
(Date of birth)

Past experience, positions and responsibilities
April
July

5

Number ofshares of theCompany held

1979 Joined the Company
2003 General Manager of Marketing & Promotion Departmentof Marketing & Operations Division, International
Consulting Company of the Company
October
2009 General Manager of Operations Planning Office,International Consulting Operations of the Company
July2010 Acting General Manager of Global Strategy Office of theCompany
June2012 Executive Officer of the Company
Deputy Director General of International Consulting
Operations of the Company
Takayasu Tsuyusaki
2015 Director General of Global Strategy Headquarters and(February 10, 1956) October
General Manager of Strategy Development Office of the[Reelection]
Company
July
2016 Managing Executive Officer of the Company[Tenure of office as May
2017 Director General of Global Strategy Headquarters, General
Director at the closing
Manager of Business Development Office and Generalof this General
Manager of Singapore Office of the Company
Meeting of
September 2017 Director and Managing Executive Officer of the Company
Shareholders]July
2018 Director General of Global Strategy Headquarters of the
2 years
Company[Attendance at the November 2018 Director General of Global Strategy Headquarters andGeneral Manager of Business Development Office of theBoard of Directors
Company (current position)
meetings]
July
2019 Director and Senior Managing Executive Officer of the
16/16 meetings
Company (current position)(100%)[Significant concurrent positions]
None

7,826

[Reasons for selection as a candidate for Director]
Mr. Takayasu Tsuyusaki has been engaged in the management of the Company as Director since September 2017 and isappropriately fulfilling these duties and responsibilities. Additionally, currently he serves as Director and Senior Managing
Executive Officer (Director General of Global Strategy Headquarters and General Manager of Business Development Office)and is fulfilling his duty in enriching new businesses for global expansion of the Company Group. Due to the above, theCompany has continued to designate him as a candidate for Director.

-7-

No.

Name
(Date of birth)

Past experience, positions and responsibilities
April
April

6

Number ofshares of theCompany held

1982 Joined the Company
2007 General Manager of Energy Development Department,

Urban Society Division, International Consulting
Operations of the Company
April2010 Deputy Senior General Manager of Infrastructure
Development Division and General Manager of Energy
Development Department, International Consulting
Operations of the Company
April2011 Deputy Senior General Manager of Environmental
Solution Division, International Consulting Operations of
the Company
July2012 Senior General Manager of Environmental Solution
Haruhiko Kanai
Division, International Consulting Operations of the(March 1, 1958)
Company
September 2014 Executive Officer of the Company[Reelection]
Acting Senior General Manager of Asian Regional
Division, International Consulting Operations of the[Tenure of office as
Company
Director at the closing
October2015
Deputy Director General of International Consultingof this General
Operations and Senior General Manager of Water
Meeting ofResources Division of the Company
Shareholders]July
2016 Acting Director General of International Consulting
2 years
Operations of the Company[Attendance at the July
2017 Managing Executive Officer of the Company
Board of Directors
Director General of International Consulting Operations ofmeetings]
the Company (current position)
16/16 meetings
September 2017 Director and Managing Executive Officer of the Company(100%)
July
2019 Director and Senior Managing Executive Officer of theCompany (current position)[Significant concurrent positions]
None

4,726

[Reasons for selection as a candidate for Director]
Mr. Haruhiko Kanai has been engaged in the management of the Company as Director since September 2017 and isappropriately fulfilling these duties and responsibilities. Additionally, he currently serves as Director and Senior Managing
Executive Officer (Director General of International Consulting Operations) and is fulfilling his duty in international businessexpansion of the Company Group. Due to the above, the Company has continued to designate him as a candidate for Director.

-8-

No.

Name
(Date of birth)

Past experience, positions and responsibilities
April
May

7

Number ofshares of theCompany held

1985 Joined the Company
2009 Deputy Senior General Manager of Land Conservation

Division, Domestic Consulting Operations of theCompany
July
2010 Senior General Manager of Land Conservation Division,
Domestic Consulting Operations of the Company
April2011 Senior General Manager of Watershed Management &Disaster Prevention Division, Domestic Consulting
Operations of the Company
July
2013 General Manager of Sendai Branch Office of Domestic
Hiroaki ShinyaConsulting Operations of the Company(May 28, 1960)
July
2015 Executive Officer of the Company
February
2016 Deputy Director General of Domestic Consulting[Reelection]
Operations, General Manager of Business Planning Officeand General Manager of Tokyo Branch Office of the[Tenure of office as
Company
Director at the closing
July
2016
Acting Director General of Domestic Consultingof this General
Operations, General Manager of Business Planning Office
Meeting ofand General Manager of Tokyo Branch Office, Domestic
Shareholders]
Consulting Operations of the Company
2 yearsJuly
2017 Director General of Domestic Consulting Operations of[Attendance at the
the Company (current position)
Board of Directors September 2017 Director and Executive Officer of the Company
meetings]
July2018 Director and Managing Executive Officer of the
16/16 meetings
Company (current position)(100%)[Significant concurrent positions]
None

4,711

[Reasons for selection as a candidate for Director]
Mr. Hiroaki Shinya has been engaged in the management of the Company as Director since September 2017 and isappropriately fulfilling these duties and responsibilities. Additionally, he currently serves as Director and Managing Executive
Officer (Director General of Domestic Consulting Operations) and is fulfilling his duty in business expansion of domestic
consulting operations of the Company Group. Due to the above, the Company has continued to designate him as a candidate
for Director.

-9-

No.

Name
(Date of birth)

Past experience, positions and responsibilities
April
July

1985 Joined the Company
2010 General Manager of Logistics & Operations Department

October

2014 Acting Senior General Manager of Global Support

Number ofshares of theCompany heldof International Consulting Operations of the Company

8

Division and General Manager of Compliance Office,International Consulting Operations of the Company
October
2015 Acting General Manager of Corporate Planning
Department and General Manager of International GroupManagement Office, Corporate Headquarters of theYasushi Hirusaki
Company(May 18, 1962)
October
2016 Acting Director General of Corporate Headquarters andGeneral Manager of Corporate Planning Department of[Reelection]
the Company[Tenure of office as July
2017 Executive Officer in charge of IR and Director General of
Director at the closing
Corporate Headquarters and General Manager ofof this General
Personnel Department of the Company
Meeting of
September 2017 Director and Executive Officer of the Company (current
Shareholders]position)
2 years
October
2018 In charge of IR and Director General of Corporate
Headquarters, General Manager of Personnel Department[Attendance at theand General Manager of the 75th Anniversary Secretarial
Board of Directors
Office of the Company (current position)
meetings][Significant concurrent positions]
16/16 meetings
None(100%)

3,556[Reasons for selection as a candidate for Director]
Mr. Yasushi Hirusaki has been engaged in the management of the Company as Director since September 2017 and isappropriately fulfilling these duties and responsibilities. Additionally, he currently serves as Director and Executive Officer(concurrently being in charge of IR and Director General of Corporate Headquarters, General Manager of Personnel Department
and General Manager of the 75th Anniversary Secretarial Office) and is appropriately fulfilling his duty in management andcontrol of the entire Company Group. Due to the above, the Company has continued to designate him as a candidate for Director.

- 10 -

No.

Name(Date of birth)

Past experience, positions and responsibilities
April
May

1970 Joined The Mitsubishi Bank, Ltd.
1993 General Manager of Singapore Branch of The Mitsubishi

June

1996 General Manager of Industrial Research Department ofJanuary

1997 General Manager of Sales Screening Department of The

June

1999 Senior Executive Director of The Resolution and

June
June

2001 Senior Executive Director of Chiyoda Corporation
2004 Representative Director and Managing Director of

April

2010 Representative Director and Executive Vice President of

Number ofshares of theCompany held

Bank, Ltd.
The Bank of Tokyo-Mitsubishi, Ltd.
Bank of Tokyo-Mitsubishi, Ltd.
Hiizu Ichikawa(December 8, 1946)[Reelection][Outside Director]

Collection Corporation

Mitsubishi Motors Corporation

Mitsubishi Motors CorporationJune
2014 Outside Corporate Auditor of The Hyakugo Bank, Ltd.
[Tenure of office as September 2014 Outside Director of the Company (current position)
Director at the closing [Significant concurrent positions]of this General
None[Independent]

9

1,900

Meeting of
Shareholders]
5 years[Attendance at theBoard of Directors
meetings]
16/16 meetings(100%)[Reasons for selection as a candidate for Outside Director]
Mr. Hiizu Ichikawa has experience in serving as General Manager of the Sales Screening Department of The Bank of TokyoMitsubishi, Ltd. (currently MUFG Bank, Ltd.), in addition to Senior Executive Director of The Resolution and Collection
Corporation, Senior Executive Director of Chiyoda Corporation, and Representative Director, Executive Vice President of
Mitsubishi Motors Corporation, and Outside Corporate Auditor of The Hyakugo Bank, Ltd. As Outside Director of theCompany since September 2014, he has been monitoring the management of the Company Group from an objective viewpoint
and wide perspective based on a wealth of experience as a manager, and the Company has judged that in the future, while
increasing transparency of the Board of Directors of the Company, he is suitable to work toward strengthening corporate
governance. Due to the above, the Company has continued to designate him as a candidate for Outside Director.

- 11 -

No.

Name(Date of birth)

Past experience, positions and responsibilities
April
August1970 Joined Ministry of International Trade and Industry
2003 Commissioner of Agency for Natural Resources andJune

2004 Vice-Minister for International Affairs of Ministry ofJune2007 President of Japan Cooperation Center for the Middle

February
OctoberApril

2008 Special Advisor to the Cabinet
2009 Senior Vice President of Mitsubishi Electric Corporation2011 Visiting Professor of Graduate School of Public Policy,

January

2013 President of The Foundation for International Trade andApril

2013 Chairman of Japan Economic Foundation (current

September2015 Outside Director of the Company (current position)

Number ofshares of theCompany held

Energy, Ministry of Economy, Trade and Industry
Economy, Trade and Industry
East
Kazumasa Kusaka(January 23, 1948)[Reelection][Outside Director]

The University of Tokyo (current position)
Industrial Co-operation[Independent]

4,700

position)[Tenure of office as [Significant concurrent positions]
Director
at the closing ・Visiting Professor of Graduate School of Public Policy, The University of
10of this GeneralTokyo
Meeting of・Chairman of Japan Economic Foundation
Shareholders]
4 years[Attendance at theBoard of Directors
meetings]
15/16 meetings (94%)[Reasons for selection as a candidate for Outside Director]
Mr. Kazumasa Kusaka has experience in serving as Vice-Minister for International Affairs of the Ministry of Economy, Tradeand Industry, in addition to President of the Japan Cooperation Center for the Middle East, Special Advisor to the Cabinet,
Senior Vice President of the Mitsubishi Electric Corporation, and President of The Foundation for International Trade andIndustrial Co-operation, and as Outside Director of the Company since September 2015, he has been monitoring themanagement of the Company Group from an objective viewpoint and wide perspective based on a wealth of experience andknowledge as a manager at the Ministry of Economy, Trade and Industry, etc. and the Company has judged that in the future,
while increasing transparency of the Board of Directors of the Company, he is suitable to work toward strengthening corporate
governance. Due to the above, the Company has continued to designate him as a candidate for Outside Director.

- 12 -

Proposal 2:

Election of 1 Audit & Supervisory Board Member

The term of office of Audit & Supervisory Board Member Mr. Izumi Arai will expire at the conclusion of this
General Meeting of Shareholders. Accordingly, the election of one Audit & Supervisory Board Member is
proposed.
The Audit & Supervisory Board has previously given its approval to this proposal.
The candidate is as follows:
Name(Date of birth)

Past experience and positions
April
October

1979 Joined Overseas Economic Cooperation Fund2008 Director General of Operations Strategy Department,June2012 Senior Special Advisor of the Japan International

April

2015 Resigned as Senior Special Advisor of the Japan

April

2015 Ambassador Extraordinary and Plenipotentiary of Japan to

Number ofshares of theCompany held

Japan International Cooperation Agency
Cooperation Agency
International Cooperation Agency
the Republic of Cameroon, Ministry of Foreign Affairs ofJapan
November 2016 Ambassador Extraordinary and Plenipotentiary of Japan to[New appointment]
the Republic of Cameroon and the Central African
Republic, Ministry of Foreign Affairs of Japan[Outside Member]
October
2018 Retired from the Ministry of Foreign Affairs of Japan[Significant concurrent positions][Independent]
None[Reasons for selection as candidate for Outside Audit & Supervisory Board Member]
Kunio Okamura(June 7, 1954)

0

Mr. Kunio Okamura possesses abundant experience and knowledge gained through service at organizations for international
cooperation and the Ministry of Foreign Affairs of Japan, and the Company has judged that he will be able to utilize thisexperience and knowledge to further reinforce the Company’s audit system.
Additionally, while Mr. Kunio Okamura has not been engaged directly in the management of companies, the Company has
judged due to the above that he will be able to appropriately fulfill his duties as an Outside Audit & Supervisory Board
Member of the Company.
(Notes)1.
2.

There are no special interests between the candidate for Outside Audit & Supervisory Board Member and the Company.
Mr. Kunio Okamura(1) Mr. Kunio Okamura is a candidate for Outside Audit & Supervisory Board Member.
(2) Mr. Kunio Okamura is a candidate for independent officer as stipulated by the Tokyo Stock Exchange.
(3) As stated in the Past experience and positions section above, Mr. Kunio Okamura previously (until April 2015) servedin a management role at the Japan International Cooperation Agency (JICA), which is a Specified Associated Service
Provider of the Company. JICA is a public agency engaged in international cooperation, and the details and conditionsof consulting contracts that the Company enters into on a continuing basis with JICA are mostly determined through afair process of competitive bidding (proposal competition). In addition, Mr. Kunio Okamura will have already retired
from his management role at JICA at the time when he would be appointed Outside Audit & Supervisory Board Member,and has no interest in the Company’s transactions with JICA. For these reasons, the Company has judged that there
exists no potential conflict of interest with general shareholders.
(4) Liability limitation agreement
The Company has concluded a liability limitation agreement in accordance with the Companies Act with each of its
Outside Audit & Supervisory Board Members. Under these agreements, the limitation of damage liability of each
Outside Audit & Supervisory Board Member shall be the larger of ¥6 million or the minimum liability amount stipulatedby the Companies Act, if such Outside Audit & Supervisory Board Member has performed his or her duties in goodfaith and without gross negligence.
If Mr. Kunio Okamura assumes office as Audit & Supervisory Board Member, the Company intends to conclude anaforementioned agreement with him as an Outside Audit & Supervisory Board Member.

- 13 -

Proposal 3:

Election of 1 Substitute Audit & Supervisory Board Member

The effect of election of Substitute Audit & Supervisory Board Member Mr. Hideaki Sudo, who was elected at
the 74th Annual General Meeting of Shareholders held on September 27, 2018 shall expire at the beginning of this
General Meeting of Shareholders. In preparation for a shortage in the number of Audit & Supervisory Board
Members stipulated in the laws and regulations, the election of 1 Substitute Audit & Supervisory Board Member
is proposed.
The Audit & Supervisory Board has previously given its approval to this proposal.
The candidate is as follows:
Name(Date of birth)

Past experience and positions
April

1971 Registered in bar association (The Daini Tokyo Bar

April
April
May

2003 Representative of Tokyo Fuji Law Office
2004 Professor of Nihon University Law School
2011 Representative Commissioner of Business Rehabilitation

January
August2016 Partner at Tokyo Fuji Law Office (current position)2017 Representative Director of Japanese Association of

Number ofshares of theCompany held

Association)

Research Institute
Hideaki Sudo
(July 20, 1944)

0

Turnaround Professionals (current position)[Significant concurrent positions]
・Partner at Tokyo Fuji Law Office[Outside Member]・Representative Director of Japanese Association of Turnaround
Professionals[Independent][Reasons for selection as a candidate for Substitute Outside Audit & Supervisory Board Member]
Mr. Hideaki Sudo possesses specialized knowledge regarding overall law including corporate law as an attorney, and theCompany has judged that he can appropriately audit the execution of duties by Directors from an objective and fairstandpoint. Due to the above, the Company has continued to designate him as a candidate for Substitute Audit & Supervisory
Board Member.
Additionally, while Mr. Hideaki Sudo has not been engaged directly in the management of companies, the Company has
judged due to the above that he will be able to appropriately fulfill his duties as an Outside Audit & Supervisory Board
Member of the Company.
(Notes)1. There are no special interests between the candidate for Substitute Audit & Supervisory Board Member and the Company.
2. Mr. Hideaki Sudo
(1) Mr. Hideaki Sudo is a candidate for Substitute Outside Audit & Supervisory Board Member.
(2) Mr. Hideaki Sudo satisfies the prerequisites for independent officer stipulated by the Tokyo Stock Exchange, and theCompany will submit an Independent Directors/Auditors Notification if he assumes office as Audit & Supervisory
Board Member.
(3) Liability limitation agreement
The Company has concluded a liability limitation agreement in accordance with the Companies Act with each of its
Outside Audit & Supervisory Board Members. Under these agreements, the limitation of damage liability of each
Outside Audit & Supervisory Board Member shall be the larger of ¥6 million or the minimum liability amountstipulated by the Companies Act, if such Outside Audit & Supervisory Board Member has performed his or her duties
in good faith and without gross negligence.
If Mr. Hideaki Sudo assumes office as Audit & Supervisory Board Member, the Company intends to conclude anaforementioned agreement with him as an Outside Audit & Supervisory Board Member.

- 14 -

Proposal 4:

Appointment of an Accounting Auditor

The term of office of the Company’s Accounting Auditor, Deloitte Touche Tohmatsu LLC, will expire at theconclusion of this General Meeting of Shareholders. Accordingly, based on the decision of the Audit &Supervisory Board, approval is sought for the appointment of PricewaterhouseCoopers Aarata LLC (“PwC”) as
the Company’s new Accounting Auditor.
After comprehensive consideration, the Audit and Supervisory Board selected PwC as candidate for
Accounting Auditor for the following reasons: PwC can be expected to provide audit services with a fresh
perspective, responsive to the Company’s continued global business expansion and changes in business structure.
PwC also has expertise, independence, and appropriateness as an accounting auditor, and a quality control system
to ensure that accounting audits of the Company are carried out in an appropriate and proper manner.
The candidate is as follows:
Name
Main Office

History

PricewaterhouseCoopers Aarata LLC
Otemachi Park Building, 1-1-1, Otemachi, Chiyoda-ku, Tokyo
June

2006

July
July

2006
2015

July

2016

CapitalPersonnel
Overview

Establishment of PricewaterhouseCoopers Aarata(Established as a member firm in Japan of PricewaterhouseCoopers)
Commencement of operations
Changed the corporate name in Japanese from "Aarata Kansa Hojin" to "PwC Aarata Kansa
Hojin"
Converted to a limited liability audit corporation and changed the corporate name inJapanese to "PwC Aarata Yugen Sekinin Kansa Hojin" (English name:PricewaterhouseCoopers Aarata LLC)
¥1,000 million
Representative partners and partners
149
Certified public accountants (CPAs)
919
Assistant CPAs and those who have passed all subjects
616
U.S. CPAs and other professionals
1046
Clerks and other staff
647
Total
3,377 (As of June 30, 2019)- 15 -