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.

Securities Code: 5911
June 9, 2020
To our shareholders:Hisashi Fujii
President and Representative Director
Yokogawa Bridge Holdings Corp.
4-4-44, Shibaura, Minato-ku, Tokyo

Notice of the 156th Annual General Meeting of Shareholders
Please be advised that the 156th Annual General Meeting of Shareholders of Yokogawa Bridge Holdings Corp. (the“Company”) will be held as described below.
A shareholder may exercise his/her votes in writing if he/she does not attend in person on the day of the meeting. In
order to avoid the risk of infection with the novel coronavirus disease (COVID-19), we recommend ourshareholders to exercise their voting rights in writing.
If you will exercise your writing votes in advance, please examine the attached Reference Documents for General
Meeting of Shareholders, and indicate your approval or disapproval of the proposals in the enclosed voting form to
exercise your voting rights by 5:30 p.m. on Wednesday, June 24, 2020 (JST).
1. Date and Time: 10:00 a.m. on Thursday, June 25, 2020 (JST)
2. Venue:
7F Conference Room, Yokogawa Building
4-4-44, Shibaura, Minato-ku, Tokyo
3. Purpose of the Meeting
Matters to be reported:
1. The Business Report and the Consolidated Financial Statements for the 156th fiscal year (from April 1,
2019 to March 31, 2020) and the results of audits of the Consolidated Financial Statements by the
Financial Auditor and the Audit & Supervisory Board
2. The Non-consolidated Financial Statements for the 156th fiscal year (from April 1, 2019 to March 31,
2020)
Matters to be resolved:
Proposal No. 1
Dividends of Surplus
Proposal No. 2
Election of Nine Directors
Proposal No. 3
Election of Three Audit & Supervisory Board Members
Proposal No. 4
Revision of Remuneration Amount for Directors- Please hand in the voting form at the reception when you attend the meeting in person.
- Pursuant to applicable laws and Article 15 of the Company’s Articles of Incorporation, the following items otherwise to be includedin the documents accompanying this notice are posted on the Company’s website (http://www.en.ybhd.co.jp/) and not included
herein.
(1) Consolidated Statement of Shareholders’ Equity and Notes to the Consolidated Financial Statements, each of which is in
the Consolidated Financial Statements(2) Non-consolidated Statement of Shareholders’ Equity and Notes to the Non-consolidated Financial Statements, each ofwhich is in the Non-consolidated Financial Statements
Accordingly, the Reference Documents attached to this Notice are part of the results of audits conducted by the Audit &Supervisory Board Members and the Financial Auditor.
- If any changes are made to this Notice and the attached Reference Documents for General Meeting of Shareholders, or theBusiness Report, Consolidated Financial Statements, and Non-consolidated Financial Statements, such changes will be posted on
the Company’s website (http://www.ybhd.co.jp/) (in Japanese only).

-1-Countermeasures against Covid-19
In order to prevent the spread of infection with the novel coronavirus disease, all the shareholders attending thisgeneral meeting of shareholders are kindly requested to check their health conditions including taking bodytemperature on the day it is held and to help contain the spread of the virus by such measures as wearing facemasks when attending.
We appreciate the shareholders’ understanding and cooperation regarding the fact that the management staff
stationed at the venue of this general meeting of shareholders may take measures such as wearing face masks,
calling upon the shareholders to spray their hands with alcohol disinfectant, and controlling entrance into thevenue by taking the temperature of the shareholders.
If any significant changes are made to the operation of this Annual General Meeting including the venue and thestarting time, we will post a notice as such on our website.

-2-

Reference Documents for General Meeting of Shareholders
Proposal No. 1

Dividends of Surplus

The Company regards the distribution of profit to shareholders as one of top priorities, and it maintains a basic
policy to pay stable dividends on a continual basis while giving a comprehensive consideration to such factors as
operating results and capital requirements for future business development.
In line with this basic policy, the Company proposes to pay a year-end dividend of ¥20 per share. Including theinterim dividend of ¥17 per share, the annual dividend will total ¥37 per share, which is ¥7 higher than for theprevious fiscal year.
(1) Type of dividend property
To be paid in cash.
(2) Allotment of dividend property and their aggregate amountThe Company proposes to pay a dividend of ¥20 per common share of the Company.
In this event, the total dividends will be ¥829,118,640.
(3) Effective date of dividends of surplus
June 26, 2020-3-

Proposal No. 2

Election of Nine Directors

The terms of office of all eight Directors will expire at the conclusion of this meeting. In that regard, the Company
proposes the election of nine Directors with one Director being newly elected, so as to strengthen the management
system.
The candidates for Director are as follows:
Candidate
No.

Name

Current position in the Company

Candidate
attribute1

Hisashi Fujii

President (Representative Director)

Reelection

2

Kazuhiko Takata

Director (part-time)

Reelection

3

Kiyotsugu TakagiManaging Director (Representative Director)

Reelection

4

Hidenori Miyamoto

DirectorReelection

5

Kazuya Kuwahara-

New election

6

Akira Kobayashi

Director (part-time)

Reelection

7

Mikinao Kitada

Outside Director

8

Yasunori Kamei

Outside Director

9

Kazunori Kuromoto-

Reelection
OutsideIndependent
Reelection
OutsideIndependent
New election
OutsideIndependent

Reelection: Candidate for reelection as Director
New election: Candidate for new Director
Outside: Candidate for Outside Director
Independent: Independent officer as provided for by the securities exchange-4-Candidate
No.

Name (Date of birth)

Career summary, position, and responsibilities in the Company
Apr. 1971
June 1996

1

Number of theCompany’s shares
ownedJoined the Company
Director and Senior General Manager of
Production Headquarters
June 1998
Director and Senior General Manager ofConstruction Headquarters
June 2002
Managing Director and Senior General
Manager of Construction Environment
Headquarters
Oct. 2003
Managing Director
Nov. 2003
Resigned as Director of the Company
President and Representative Director ofNarasaki Seisakusyo Co., Ltd.
Apr. 2007
President and Representative Director of
Yokogawa Bridge Works, Limited. (currently
Yokogawa Bridge Corp.)
June 2007
Resigned as Director of Narasaki Seisakusyo
Hisashi Fujii
Co., Ltd.
(September 22, 1948)
67,500 sharesAug. 2007
Director of the Company
Reelection
Oct. 2009
President and Representative Director of
Yokogawa Sumikin Bridge Corp. (currently
Yokogawa NS Engineering Corp.)
June 2012
Resigned as Director of Yokogawa Sumikin
Bridge Corp.
June 2014
President and Representative Director of theCompany (current position)
Resigned as Director of Yokogawa Bridge
Corp.
June 2015
President and Representative Director of
Yokogawa Bridge Corp.
Sept. 2015
Resigned as Director of Yokogawa Bridge
Corp.
(to the present)[Significant concurrent positions outside the Company]
None[Reasons for nomination as candidate for Director]
Hisashi Fujii has been involved in the management of the entire Group for many years as President and Representative
Director of the Company, and has a wealth of experience, achievements and broad knowledge of overall management.
The Company, therefore, has appointed him as a candidate for reelection as Director of the Company in expectation of
his continued contribution to further enhancement of the corporate value of the Group.

-5-

Candidate
No.

Name (Date of birth)

Career summary, position, and responsibilities in the Company
Apr. 1985
June 2011

2

Number of theCompany’s shares
ownedJoined the Company
Director in charge of General Technology
Research Laboratory of the Company (current
position)
Director, Head of Design Center, and Senior
General Manager of Technology Headquarters
in charge of Safety and Quality Control Officeof Yokogawa Bridge Corp.
Oct. 2015
Director, Senior General Manager ofTechnology Headquarters, Head of Safety andQuality Control Office and Senior General
Manager of Design Headquarters of Yokogawa
Bridge Corp.
May 2016
Director, Senior General Manager ofTechnology Headquarters, Head of Safety andQuality Control Office, Senior General
Manager of Design Headquarters and General
Manager of General Affairs Division I,
Operations Headquarters of Yokogawa Bridge
Corp.
Kazuhiko Takata
June 2016
Managing Director, Senior General Manager of(June 11, 1959)
15,711 shares
Operations Headquarters, General Manager ofGeneral Affairs Division I, Senior General
Reelection
Manager of Technology Headquarters and Headof Safety and Quality Control Office of
Yokogawa Bridge Corp.
July 2017Managing Director, Senior General Manager ofOperations Headquarters, General Manager ofGeneral Affairs Division I, and Senior General
Manager of Technology Headquarters of
Yokogawa Bridge Corp.
Oct. 2017Managing Director, Senior General Manager ofOperations Headquarters, General Manager ofGeneral Affairs Division I, and Senior General
Manager of Technology Headquarters of
Yokogawa Bridge Corp.
June 2018
President and Representative Director of
Yokogawa Bridge Corp. (current position)(to the present)[Significant concurrent positions outside the Company]
President and Representative Director of Yokogawa Bridge
Corp.
[Reasons for nomination as candidate for Director]
Kazuhiko Takata has been involved in the management of the bridge business for many years as Director of theCompany and President and Representative Director of a Group company, and has a wealth of experience andachievements in technology and broad knowledge of overall management. The Company, therefore, has appointed him
as a candidate for reelection as Director of the Company in expectation of his continued contribution to further
enhancement of the corporate value of the Group.

-6-

Candidate
No.

Name (Date of birth)

Career summary, position, and responsibilities in the Company
Apr. 1983
June 2014

3

4

Number of theCompany’s shares
ownedJoined the Company
Director, Head of President’s Office, General
Manager of General Affairs Divisionand in charge of Accounting Division
President and Representative Director of
Yokogawa New Life Corp.
Oct. 2015
Director, Head of President’s Office, General
Manager of General Affairs Division,and in charge of Audit Office and Accounting
Division of the Company
June 2016
Director, Head of President’s Office, General
Manager of General Affairs Division,and in charge of Audit Office
Kiyotsugu Takagi
June 2017
Resigned as Director of Yokogawa New Life
(February 2, 1959)
Corp.
14,300 shares
Oct. 2017
Director, Head of Audit Office, Head ofReelection
President’s Office, General Manager of General
Affairs Division,
June 2018
Representative Director, Managing Director,
Head of Audit Office, General Manager ofGeneral Affairs Division,
Oct. 2019
Representative Director, Managing Director,
Head of Audit Office, Head of President’s
Office,and in charge of General Affairs Division(current position)(to the present)[Significant concurrent positions outside the Company]
None[Reasons for nomination as candidate for Director]
Kiyotsugu Takagi has been involved in the management of the Company in such divisions as Human Resources andGeneral Affairs for many years as Director of the Company, and has a wealth of experience, achievements and broad
knowledge of overall management. The Company, therefore, has appointed him as a candidate for reelection as Directorof the Company in expectation of his continued contribution to further enhancement of the corporate value of theGroup.
Apr. 1984
Joined the Company
Oct. 2012
Administrative Officer and General Manager of
Accounting Division
June 2016
Director and General Manager of Accounting
Division
Hidenori Miyamoto(February 23, 1962)
Oct. 2018
Director, Head of Finance and IR Office6,494 sharesand in charge of Accounting Division
Reelection
Apr. 2020
Director and in charge of Finance and IR Officeand Accounting Division (current position)(to the present)[Significant concurrent positions outside the Company]
None[Reasons for nomination as candidate for Director]
Hidenori Miyamoto has been involved in the management of the Company in such divisions as Accounting and Financefor many years as Director of the Company, and has a wealth of experience, achievements and broad knowledge ofoverall management. The Company, therefore, has appointed him as a candidate for reelection as Director of theCompany in expectation of his continued contribution to further enhancement of the corporate value of the Group.

-7-

Candidate
No.

Name (Date of birth)

Career summary, position, and responsibilities in the Company
Apr. 1982
Oct. 2014

5

6

Number of theCompany’s shares
ownedJoined the Company
Administrative Officer and Head of
Maintenance Business Headquarters of
Yokogawa Construction Co., Ltd.
Oct. 2015
Planning Office for Administrative Officer of
Yokogawa Bridge Corp.
June 2017
Director, Head of Audit Office and General
Manager of General Affairs Division of
Kazuya Kuwahara
Yokogawa Techno-Information Service Inc.
(January 24, 1960)
7,382 shares
June 2019
Managing Director of Yokogawa System
New election
Buildings Corp.
Apr. 2020
Managing Director and Head of ICT Promotion
Office of Yokogawa System Buildings Corp.
(current position)(to the present)[Significant concurrent positions outside the Company]
Expected to be appointed as President and Representative
Director of Yokogawa System Buildings Corp.
[Reasons for nomination as candidate for Director]
Kazuya Kuwahara has been involved in the management of businesses related to engineering or advanced technology,
and has a wealth of experience, achievements and broad knowledge of overall management. The Company, therefore,
has appointed him as a candidate for new Director of the Company in expectation of his contribution to further
enhancement of the corporate value of the Group.
Apr. 1982
Joined the Company
Oct. 2010
Administrative Officer and General Manager ofInformation System Division of Yokogawa
New Life Corp.
June 2014
Director and General Manager of Information
System Division of Yokogawa New Life Corp.
Akira Kobayashi
June 2016
Director of Yokogawa Techno-Information(October 14, 1959)
Service Inc.
7,404 shares
June 2017
Director of the Company (current position)
Reelection
President and Representative Director of
Yokogawa Techno-Information Service Inc.
(current position)(to the present)[Significant concurrent positions outside the Company]
President and Representative Director of Yokogawa TechnoInformation Service Inc.
[Reasons for nomination as candidate for Director]
Akira Kobayashi has been involved in the management of the advanced technology business for many years as Directorof the Company and President and Representative Director of a Group company, and has a wealth of experience andachievements in information processing and broad knowledge of overall management. The Company, therefore, has
appointed him as a candidate for reelection as Director of the Company in expectation of his continued contribution tofurther enhancement of the corporate value of the Group.

-8-

Candidate
No.

Name (Date of birth)

Career summary, position, and responsibilities in the Company
Apr. 1976

7

Number of theCompany’s shares
owned

Appointed as public prosecutor of the Tokyo
District Public Prosecutors Office
July 1987
First Secretary of the Embassy of Japan in the
United States of America
Apr. 1997
Director of the International Affairs Division of
the Criminal Affairs Bureau, Ministry of JusticeApr. 2002
Director-General for Inspection of the
Minister’s Secretariat, Ministry of Foreign
Affairs
July 2008
Chief Prosecutor of the Chiba District Public
Prosecutors OfficeJan. 2009
Director-General of the Public Security
Intelligence Agency
Dec. 2010
Superintending Prosecutor of the Sapporo High
Public Prosecutors OfficeJan. 2012
Superintending Prosecutor of the Osaka High
Public Prosecutors OfficeJan. 2014
Retired from office
Mar. 2014
Special Counsel of Mori Hamada & Matsumoto
Mikinao Kitada(current position)(January 29, 1952)
June 2014
Audit & Supervisory Board Member (Outside
Board Member) of Oji Holdings Corporation
0 shares
Reelection(current position)
OutsideAug. 2014
Outside Audit & Supervisory Board Member ofIndependent
ASKUL Corporation (current position)
June 2015
Outside Director of the Company (current
position)
June 2016
Outside Audit & Supervisory Board Member ofSojitz Corporation (current position) (scheduled
to resign in June 2020)
Aug. 2019
President of Asia Crime Prevention Foundation(Public Interest Incorporated Foundation)(current position)(to the present)[Significant concurrent positions outside the Company]
Special Counsel of Mori Hamada & Matsumoto
Audit & Supervisory Board Member (Outside Board Member)of Oji Holdings Corporation
Outside Audit & Supervisory Board Member of ASKULCorporation
President of Asia Crime Prevention Foundation (Public Interest
Incorporated Foundation)
Expected to be appointed as outside Director of Mizuho Trust &Banking Co., Ltd.
[Reasons for nomination as candidate for outside Director]
Mikinao Kitada, although not having directly engaged in the management of companies other than serving as Outside
Director, has served in a number of important positions in legal circles during his career. The Company, therefore, has
appointed him as a candidate for reelection as Outside Director, so that his considerable experiences and extensive
insight will be utilized in carrying out the responsibilities as Outside Director, including decision making by theCompany’s Board of Directors and supervising the execution of Directors’ duties.

-9-Candidate
No.

Name (Date of birth)

Career summary, position, and responsibilities in the Company
Apr. 1975
June 2005

8

Number of theCompany’s shares
ownedJoined Mitsubishi Rayon Co., Ltd.
Executive Officer and General Manager ofSpecialty Resins and Plastics Dept. of
Mitsubishi Rayon Co., Ltd.
Apr. 2008
Executive Officer and General Manager of
Human Resources Dept. of Mitsubishi Rayon
Co., Ltd.
Yasunori Kamei
June 2010
Executive Officer of Mitsubishi Rayon Co.,
(September 5, 1952)
Ltd.
President and CEO of Dia-Nitrix Co., Ltd.
1,400 shares
Reelection
Apr. 2013
Executive Officer in charge of AN BusinessOutsideBloc of Mitsubishi Rayon Co., Ltd.
Independent
Apr. 2015
Advisor of Mitsubishi Rayon Co., Ltd.
Mar. 2016Retired from Mitsubishi Rayon Co., Ltd.
June 2016
Outside Director of the Company (current
position)(to the present)[Significant concurrent positions outside the Company]
None[Reasons for nomination as candidate for outside Director]
Yasunori Kamei has served in a number of positions, including Executive Officer of Mitsubishi Rayon Co., Ltd., during
his career. The Company, therefore, has appointed him as a candidate for reelection as Outside Director, so that his
considerable business experiences and extensive insight will be utilized in carrying out the responsibilities as Outside
Director, including decision making by the Company’s Board of Directors and supervising the execution of Directors’
duties.

- 10 -

Candidate
No.

Name (Date of birth)

Career summary, position, and responsibilities in the Company
Apr. 1980
Apr. 2006

9Notes:

Number of theCompany’s shares
ownedJoined Komatsu Ltd.
General Manager of Construction Equipment
Electronics Division of Komatsu Ltd.
Apr. 2008
Executive Officer, and President ofConstruction Equipment Marketing Division,
AHS Business Unit of Komatsu Ltd.
Apr. 2009
Executive Officer, and President ofConstruction Equipment Marketing Division,
Construction Business Unit of Komatsu Ltd.
Apr. 2012
Senior Executive Officer (Jomu) and Presidentof ICT Business Unit of Komatsu Ltd.
Apr. 2013
Senior Executive Officer (Jomu), and President
Kazunori Kuromotoof Mining Business Unit and ICT Business Unit
(May 23, 1955)
of Komatsu Ltd.
0 shares
June 2013
Senior Executive Officer (Jomu), and President
New electionof Mining Business Unit and ICT Business Unit
Outsideof Komatsu Ltd.
Independent
Apr. 2016
Director and Senior Executive Officer (Senmu)
of Komatsu Ltd.
June 2018
Advisor of Komatsu Ltd. (current position)
Apr. 2020
Trustee, Kanazawa University, a national
university corporation (current position)(to the present)[Significant concurrent positions outside the Company]
Advisor of Komatsu Ltd.
Senior Managing Director of LANDLOG Ltd.
Director and CDO of LAND DATA BANK, Ltd.
Advisor of STANLEY ELECTRIC CO., LTD.
Trustee, Kanazawa University, a national university corporation[Reasons for nomination as candidate for outside Director]
Kazunori Kuromoto has served in a number of positions, including Executive Officer of Komatsu Ltd., during his
career. The Company has appointed him as a candidate for new Outside Director, so that his considerable businessexperiences and extensive insight about technology will be utilized in carrying out the responsibilities as Outside
Director, including decision making by the Company’s Board of Directors and supervising the execution of Directors’
duties.
1. There is no special interest between any of the candidates and the Company.
2. Pursuant to the provisions of Article 427, paragraph (1) of the Companies Act, the Company has entered into agreementswith Mikinao Kitada and Yasunori Kamei to limit their liability as provided for in Article 423, paragraph (1) of the same
Act. The maximum amount of liability for damages under this agreement is that provided for under laws and regulations,and if they are reelected and assume office as Director, the Company plans to renew the agreements with them. If
Karunori Kuromoto is elected and assume office as Director, the Company will enter into a similar agreement to limit
his liability.
3. Mikinao Kitada, Yasunori Kamei, and Karunori Kuromoto are the candidates for outside Directors.
4. Mikinao Kitada and Yasunori Kamei are currently outside Directors of the Company. Mikinao Kitada will have been in
office for five years, and for Yasunori Kamei, four years, each at the conclusion of this Annual General Meeting of
Shareholders.
5. The Company has submitted notification to the Tokyo Stock Exchange that Mikinao Kitada and Yasunori Kamei havebeen designated as independent officers as provided for by the aforementioned exchange. If they are reelected andassume office as Directors, the Company plans to submit notification concerning the continuation of their appointment
as independent officers. Further, Kazunori Kuromoto satisfies the requirements of an independent officer as provided forby the aforementioned exchange. If he is elected and assumes office as Director, he will be appointed as an independent
officer.

- 11 -

Proposal No. 3

Election of Three Audit & Supervisory Board Members

At the conclusion of this meeting, the terms of office of Audit & Supervisory Board Members Masashi Shishime
and Shigenori Nishiyama will expire, and Kaoru Arawatari will resign. In that regard, the Company proposes theelection of three Audit & Supervisory Board Members.
The Company proposes that Terushiko Ohshima, a candidate for Audit & Supervisory Board Member, be elected as
the substitute for Kaoru Arawatari, an Audit & Supervisory Board Member.
The candidates for Audit & Supervisory Board Member are as follows. The consent of the Audit & Supervisory
Board has been obtained for the submission of this proposal.
Candidate
No.

Name

Current position in the Company

1

Teruhiko Ohshima

Director (part-time)2

Masashi Shishime

Outside Audit & Supervisory Board Member

3

Tomozo Yoshikawa-

Reelection: Candidate for reelection as Audit & Supervisory Board Member
New election: Candidate for new election as Audit & Supervisory Board Member
Outside: Candidate for outside Audit & Supervisory Board Member
Independent: Independent officer as provided for by the securities exchange- 12 -

Candidate
attribute
New election
Reelection
OutsideIndependent
New election
OutsideIndependent

Candidate
No.

Name (Date of birth)

Career summary and position
Apr. 1981
June 2005

1

2

Number of theCompany’s shares
ownedJoined the Company
Director, General Manager of Sodegaura Plant,
and Manager of Production Information
Department of Yokogawa System Buildings
Corp.
June 2010
Managing Director and General Manager ofTeruhiko Ohshima
Chiba Plant of Yokogawa System Buildings(September 18, 1958)
Corp.
41,200 shares
June 2016
Director of the Company (current position)
New election
President and Representative Director of
Yokogawa System Buildings Corp. (current
position) (scheduled to resign in June 2020)(to the present)[Significant concurrent positions outside the Company]
None[Reasons for nomination as candidate for Audit & Supervisory Board Member]
Teruhiko Ohshima has worked in important managerial positions of the Group for many years and has broad knowledgeof overall management of the Company. The Company, therefore, has appointed him as a candidate for Audit &Supervisory Board Member, in expectation of his fulfillment of the role of an Audit & Supervisory Board Member
including strengthening the audit system of the Company.
Apr. 1986
Registered as an attorney at law (belonging to
Dai-Ichi Tokyo Bar Association)
Oct. 1997
Established Shishime Law Firm
June 2006
Outside Audit & Supervisory Board Member(current position)
June 2011
Outside Audit & Supervisory Board Member ofMasashi Shishime
The Shibusawa Warehouse Co., Ltd. (current(February 16, 1955)
position)
11,000 shares
Reelection
June 2019
Outside Corporate Auditor of Azuma Shipping
OutsideCo., Ltd. (current position)
Independent(to the present)[Significant concurrent positions outside the Company]
Attorney at law of Shishime Law Firm
Outside Audit & Supervisory Board Member of The Shibusawa
Warehouse Co., Ltd.
Outside Corporate Auditor of Azuma Shipping Co., Ltd.
[Reasons for nomination as candidate for outside Audit & Supervisory Board Member]
Masashi Shishime, although not having directly engaged in the management of a company other than serving as outside
officer, has profound knowledge about corporate legal matters from his experience of an attorney at law. The Company,
therefore, has appointed him as a candidate for an outside Audit & Supervisory Board Member for reelection, in
expectation of his continued fulfillment of the role of an outside Audit & Supervisory Board Member including
strengthening the audit system of the Company.

- 13 -

Candidate
No.

Name (Date of birth)

Career summary and position
Apr. 1979
Apr. 2007

3

Notes:

Number of theCompany’s shares
ownedJoined The Dai-Ichi Kangyo Bank, Limited
Executive Officer and General Manager ofFinancial Planning Division, Mizuho Bank,
Ltd.
Apr. 2008
Managing Executive Officer, Mizuho Bank,
Ltd.
June 2011
Vice President and Executive Officer of JAPANHADES CO., LTD.
June 2016
President and Representative Director of
Kronos Co., LTD
Director of KSO Corporation
Tomozo Yoshikawa(April 16, 1955)
July 2017
Advisor of Seiwa Sogo Tatemono Co., Ltd.
June 2018
President and Representative Director of
0 shares
New election
Kabushiki Kaisha Yushu Tatemono (current
Outsideposition) (scheduled to resign in June 2020)
Independent
Audit & Supervisory Board Member of Seiwa
Sogo Tatemono Co., Ltd.
June 2019
Outside Audit & Supervisory Board Member ofTOKYO ROPE MFG. CO., LTD. (current
position)(to the present)[Significant concurrent positions outside the Company]
Expected to assume office as Special Advisor of Seiwa Sogo
Tatemono Co., Ltd.
Outside Audit & Supervisory Board Member of TOKYO ROPE
MFG. CO., LTD.
[Reasons for nomination as candidate for outside Audit & Supervisory Board Member]Tomozo Yoshikawa has held important positions over the years including those related to finance and corporate
planning in Mizuho Bank, Ltd., in addition to working in important managerial positions and serving as outside officer
of other companies, and possesses considerable degree of insight into finance and accounting and broad expertise inmanagement in general. The Company, therefore, has appointed him as a candidate for new outside Audit &Supervisory Board Member, expecting that he will utilize his expertise for strengthening the audit system of theCompany.
1. There is no special interest between any of the candidates and the Company.
2. Teruhiko Ohshima will be elected as a substitute for Kaoru Arawatari, and as provided for in the Company’s Articles ofIncorporation, his term of office will be the remaining term of office of the predecessor.
3. Pursuant to the provisions of Article 427, paragraph (1) of the Companies Act, the Company has entered into anagreement with Masashi Shishime to limit his liability as provided for in Article 423, paragraph (1) of the same Act. The
maximum amount of liability for damages under this agreement is that provided for under laws and regulations, and if
he is reelected and assumes office as Audit & Supervisory Board Member, the Company plans to renew the agreementswith him. If Teruhiko Ohshima and Tomozo Yoshikawa are elected and assume office as Audit & Supervisory Board
Member, the Company will enter into a similar agreement to limit their liability with them.
4. Masashi Shishime and Tomozo Yoshikawa are candidates for Outside Audit & Supervisory Board Member.
5. Masashi Shishime is currently an outside Audit & Supervisory Board Member. He will have been in office for 14 years
at the conclusion of this meeting.
6. The Company has submitted notification to the Tokyo Stock Exchange that Masashi Shishime has been designated as anindependent officer as provided for by the aforementioned exchange. If he is reelected and assumes office as Audit &Supervisory Board Member, he will continue to be an independent officer. Until March 2010, Tomozo Yoshikawa served
as a person executing business in Mizuho Bank, Ltd., the principal bank loan provider of the Company. However, taking
into consideration the significant amount of time that has passed since then, and in view of the nature of the transactions
maintained with the company, the Company deems him capable of performing the role of outside Audit & Supervisory
Board Member from an independent standpoint, and therefore, if he is elected and assumes office as Audit &Supervisory Board Member, intends to submit notification of his appointment as an independent officer.

- 14 -

Proposal No. 4

Revision of Remuneration Amount for Directors

At the 137th Annual General Meeting of the Company held on June 28, 2001, it was approved that the total amountof remuneration to be paid to the Directors of the Company should be no more than ¥310 million per one year.
Further, at the 154th Annual General Meeting of the Company held on June 27, 2018, it was approved that the total
amount of cash contribution to the share-based remuneration plan should be no more than ¥240 million per a threeyear period. Both of the amounts have remained unchanged to date.
Recently, at the Remuneration Advisory Committee, the majority of which consists of independent Outside
Directors, and chaired by an independent Outside Director (hereinafter in this Proposal the “Remuneration
Advisory Committee”), the Company has deliberated a remuneration plan desirable for its Directors, including the
introduction of an annual bonus system with an incentive that contributes to the realization of the Company’ssustainable growth and enhancement of corporate value over the medium- to long-term, incorporating theprinciples of recent corporate governance-related measures in Japan.
In addition, under Proposal No. 2, the Company proposes to increase the number of Outside Directors by one inorder to further enhance capability and experience of Directors as required to constitute the Board of Directors. If
Proposal No. 2 is approved as originally proposed, the number of Directors will increase from eight to nine with
Outside Directors increasing from two to three.
Accordingly, based on the above-mentioned deliberations, the Company proposes to revise its remuneration
amount for Directors as follows. This revision will be made separately from the share-based remuneration plan, of
which total amount of cash contribution was already approved to a maximum of ¥240 million per a three-year
period.
Remunerations to the Directors will not include, as has been the case, those paid as salaries for the work performedin the capacity of an employee by the Directors who also serve as an employee of the Company.
1. Basic Remuneration Amount
In view of the increase in the number of Directors and various factors such as economic situations, theCompany requests approval for revising the basic remuneration amount for Directors to a maximum of ¥350
million a year (of which, a maximum of ¥50 million a year is for Outside Directors).
2. Performance-linked Remuneration AmountThe Company proposes to introduce the performance-linked annual bonus system, remuneration aimed to raise
the Directors’ motivation for contributing to improvement in business performance, and to ensure sustainablegrowth of the Company and medium- to long-term enhancement of its corporate value. The annual bonus will
be linked the Company’s performance in such a way that actual payout should vary in the range of 0 - 150% to
the standard amount in accordance with the degree to which the Company has achieved the target(consolidated operating profit) set at the beginning of a fiscal year. The Company proposes that the total
amount of the annual bonus to be paid to the Directors of the Company should be a maximum of ¥135 million
a year in addition to the above basic remuneration.
It is also proposed that the Board of Directors be allowed to determine specific amounts of the remuneration for the
Directors and timing of payment in order to realize flexible and appropriate distribution of remuneration in linewith recommendations by the Remuneration Advisory Committee.
The contents of this proposal have received an endorsement by the Remuneration Advisory Committee as being
appropriate.

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