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 6, 2022
To our shareholders:
Kazuhiko Takata
President and Representative Director
Yokogawa Bridge Holdings Corp.
4-4-44, Shibaura, Minato-ku, Tokyo

Notice of the 158th Annual General Meeting of Shareholders
Please be advised that the 158th 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 or via the Internet, etc. if he/she does not attend the meeting inperson. In order to avoid the risk of infection with the novel coronavirus disease (COVID-19), we recommend ourshareholders to exercise their voting rights in advance in writing or via the Internet, etc.
If you will exercise your voting rights in advance, please examine the attached Reference Documents for General
Meeting of Shareholders and exercise your voting rights by 5:30 p.m. on Monday, June 27, 2022 (JST).
1. Date and Time: 10:00 a.m. on Tuesday, June 28, 2022 (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 158th fiscal year (from April 1, 2021,
to March 31, 2022) 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 158th fiscal year (from April 1, 2021, to March 31, 2022)
Matters to be resolved:
Proposal No. 1
Dividends of Surplus
Proposal No. 2
Partial Amendment to the Articles of Incorporation
Proposal No. 3
Election of Nine Directors
Proposal No. 4
Partial amendment of the stock-based compensation plan 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 (https://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 theConsolidated Financial Statements(2) Non-consolidated Statement of Shareholders’ Equity and Notes to the Non-consolidated Financial Statements, each of whichis 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 the Business
Report, Consolidated Financial Statements, and Non-consolidated Financial Statements, such changes will be posted on the
Company’s website (https://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 ¥40 per share. Including theinterim dividend of ¥35 per share, the annual dividend will total ¥75 per share, which is ¥23 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 ¥40 per common share of the Company.
In this event, the total dividends will be ¥1,661,308,320.
(3) Effective date of dividends of surplus
June 29, 2022

-3-

Proposal No. 2

Partial Amendment to the Articles of Incorporation

The Company proposes that the current Articles of Incorporation be amended partially as follows.
1. Reasons for amendments
With the changes to the officer system, such as the introduction of the Executive Officer system and the decreasein the number of representative directors, the order of priority for the convener and the chairman of a General
Meeting of Shareholders and/or Board of Directors Meeting acting for the President and Representative Director
in case of his incapacitation, as stipulated in Article 12, Article 14, Article 25, and Article 26 of the current
Articles of Incorporation is to be changed to other directors as stipulated by the Board of Directors ahead of time,
respectively. In addition, the selection of representative directors as specified in Article 22 of the current Articles
of Incorporation is to be changed to allow the selection of directors other than directors with specific titles.
Moreover, since the revised provisions provided for in the proviso to Article 1 of the Supplementary Provisionsof the Act Partially Amending the Companies Act (Act No. 70 of 2019) are to be enforced on September 1, 2022,
the Company proposes to make the following changes in preparation for the introduction of the system forproviding informational materials for the general meeting of shareholders in electronic format.
(1) Article 15, paragraph 1 in “Proposed amendments” below will stipulate that the Company shall takemeasures for providing information that constitutes the content of reference documents for the general
meeting of shareholders, etc. in electronic format.
(2) Article 15, paragraph 2 in “Proposed amendments” below will establish the provision to limit the scope of
the items to be stated in the paper-based documents for shareholders who requested the delivery of paperbased documents.
(3) Since the provisions for Internet Disclosure and Deemed Provision of Reference Documents for the
General Meeting of Shareholders, Etc. (Article 15 of the current Articles of Incorporation) will no longer
be required, they will be deleted.
(4) Accompanying the aforementioned establishment and deletion of provisions, supplementary provisions
regarding the effective date, etc. will be established.
2. Details of the amendments
The details of amendments are as follows:(Amendments are underlined.)
Proposed Amendments

Current Articles of Incorporation(Convocation)
Article 12.
1. (Omitted)
2. The General Meeting of Shareholders shall, unlessotherwise stipulated by law or regulations, be convened by
the Representative Director and President in accordancewith a resolution by the Board of Directors. However,should the Representative Director and President beincapacitated, another representative director, selected inaccordance with the order previously set by the Board of
Directors, shall convene the meeting.
(Chairman)
Article 14.
1. (Omitted)
2. Should the Representative Director and President beincapacitated, it shall fall to another representative director,
selected in accordance with the order previously set by the
Board of Directors.

(Convocation)
Article 12.
1. (As per current)
2. The General Meeting of Shareholders shall, unlessotherwise stipulated by law or regulations, be convened by
the Representative Director and President in accordancewith a resolution by the Board of Directors. However,should the Representative Director and President beincapacitated, another director, selected in accordance withthe order previously set by the Board of Directors, shallconvene the meeting.
(Chairman)
Article 14.
1. (As per current)
2. Should the Representative Director and President beincapacitated, it shall fall to another director, selected inaccordance with the order previously set by the Board of
Directors.

-4-Current Articles of Incorporation(Internet Disclosure and Deemed Provision of Reference
Documents for the General Meeting of Shareholders, Etc.)
Article 15.
When the Company convenes a general meeting ofshareholders, if it discloses information that is to be stated orpresented in the reference documents for the general meeting ofshareholders, business report, financial statements andconsolidated financial statements through the internet inaccordance with the provisions prescribed by the Ministry ofJustice Order, it may be deemed that the Company has
provided this information to shareholders.

Proposed Amendments(Deleted)(Measures, etc. for Providing Information in Electronic Format)
Article 15.
1. When the Company convenes a general meeting ofshareholders, it shall take measures for providing
information that constitutes the content of reference
documents for the general meeting of shareholders, etc. inelectronic format.
2. Among items for which the measures for providing
information in electronic format will be taken, theCompany may exclude all or some of those items
designated by the Ministry of Justice Order fromstatements in the paper-based documents to be delivered toshareholders who requested the delivery of paper-based
documents by the record date of voting rights.
(Representative Director)(Representative Director)
Article 22.
Article 22.
A small number of directors who shall represent the Company
A small number of directors who shall represent the Company
shall be selected through a resolution by the Board of Directors.
shall be selected from amidst those directors with specific titlesin the previous Article through a resolution by the Board of
Directors.
(Convocation)(Convocation)
Article 25.
Article 25.
1. The Board of Directors Meeting shall, unless otherwise
1. The Board of Directors Meeting shall, unless otherwise
stipulated by law or regulations, be convened by the
stipulated by law or regulations, be convened by the
Representative Director and President. However, should
Representative Director and President. However, should
the Representative Director and President be incapacitated,
the Representative Director and President be incapacitated,
another director, selected in accordance with the orderanother representative director, selected in accordance withpreviously set by the Board of Directors, shall convene thethe order previously set by the Board of Directors, shallmeeting.
convene the meeting.
2. (As per current)
2. (Omitted)(Chairman)(Chairman)
Article 26.
Article 26.
The Chairman of the Board of Directors Meeting shall be the
The Chairman of the Board of Directors Meeting shall be theRepresentative Director and President. However, should theRepresentative Director and President. However, should theRepresentative Director and President be incapacitated, it shall
Representative Director and President be incapacitated, it shall
fall to another representative director, selected in accordance
fall to another director, selected in accordance with the orderpreviously set by the Board of Directors.
with the order previously set by the Board of Directors.
(New)

-5-

Current Articles of Incorporation(New)

Proposed Amendments(Supplementary Provisions)
1. The amendment to the Articles of Incorporation pertaining
to Article 15 shall be effective from September 1, 2022,
which is the date of enforcement of the revised provisions
provided for in the proviso to Article 1 of the
Supplementary Provisions of the Act Partially Amending
the Companies Act (Act No. 70 of 2019) (hereinafterreferred to as the “Date of Enforcement”).
2. Notwithstanding the provision of the preceding paragraph,
Article 15 of the Articles of Incorporation (Internet
Disclosure and Deemed Provision of Reference Documents
for the General Meeting of Shareholders, Etc.) shall remain
effective regarding any general meeting of shareholders
held on a date within six months from the Date of
Enforcement.
3. These Supplementary Provisions shall be deleted on thedate when six months have elapsed from the date ofenforcement or three months have elapsed from the date of
the general meeting of shareholders in the preceding
paragraph, whichever is later.

-6-

Proposal No. 3

Election of Nine Directors

The terms of office of all nine Directors will expire at the conclusion of this meeting. In that regard, the Company
proposes the election of nine Directors.
The candidates for Director are as follows:
Candidate
No.

Name

Current position in the Company

Candidate
attribute

1

Kazuhiko Takata

President (Representative Director)

Reelection

2

Kiyotsugu Takagi

Director and Managing Executive Officer

Reelection

3

Hidenori Miyamoto

Director and Managing Executive Officer

Reelection

4

Akihito Yoshida

Executive Officer

New election

5

Kazuya Kuwahara

Director and Executive Officer

Reelection

6

Akira Kobayashi

Director and Executive Officer

Reelection

7

Yasunori Kamei

Outside Director

Reelection
OutsideIndependent

8

Kazunori Kuromoto

Outside Director

Reelection
OutsideIndependent

9

Reiko Amano

Outside Director

Reelection
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-7-Candidate
No.

Name (Date of birth)

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

1

Number of theCompany’s shares
ownedJoined the Company
Director in charge of General Technology
Research Laboratory of the Company
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)
Operations Headquarters, General Manager ofGeneral Affairs Division I, Senior General
Reelection
Manager of Technology Headquarters and Head
18,611 sharesof Safety and Quality Control Office of
Number of attendance at the
Yokogawa Bridge Corp.
Board of Directors meetings
July 2017Managing Director, Senior General Manager of(13 out of 13 meetings)
Operations 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, and Senior General
Manager of Technology Headquarters of
Yokogawa Bridge Corp.
June 2018
President and Representative Director of
Yokogawa Bridge Corp.
June 2020
President and Representative Director of theCompany (current position)
President and Representative Director, andExecutive Officer of Yokogawa Bridge Corp.
Apr. 2022
Representative Director of Yokogawa Bridge
Corp. (current position)(to the present)[Significant concurrent positions outside the Company]
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 President andRepresentative Director of the Company and Representative Director, President and Executive Officer of a Group
company, and has a wealth of experience and achievements 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.

-8-

Candidate
No.

Name (Date of birth)

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

2

Number of theCompany’s shares
ownedJoined the Company
Director, Head of President’s Office, General
Manager of General Affairs Division, and 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 Divisionof the Company
June 2016
Director, Head of President’s Office, General
Manager of General Affairs Division, and in
charge of Audit Office of the Company
June 2017
Resigned as Director of Yokogawa New Life
Corp.
Oct. 2017
Director, Head of Audit Office, Head of
President’s Office, General Manager of General
Kiyotsugu Takagi
Affairs Division of the Company(February 2, 1959)
June 2018
Representative Director, Managing Director,
Reelection
Head of Audit Office, Head of President’s
16,200 shares
Office, and General Manager of General Affairs
Number of attendance at theDivision
Board of Directors meetings
Oct. 2019
Representative Director, Managing Director,(12 out of 13 meetings)
Head of Audit Office, Head of President’s
Office, and in charge of General Affairs
Division
June 2020
Managing Director, Head of Audit Office, Headof President’s Office, and in charge of General
Affairs Division
Apr. 2022
Director, Managing Executive Officer, Head ofAudit Office, Head of President’s Office, and in
charge of General Affairs Division (current
position)
President and Representative Director, andExecutive Officer of Yokogawa New Life Corp.
(current position)(to the present)[Significant concurrent positions outside the Company]
President and Representative Director, and Executive Officer of
Yokogawa New Life Corp.
[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.

-9-

Candidate
No.

Name (Date of birth)

Career summary, position, and responsibilities in the Company
Apr. 1984
June 2016

3

4

Number of theCompany’s shares
ownedJoined the Company
Director and General Manager of Accounting
Division
Oct. 2018
Director, Head of Finance and IR Office, and in
charge of Accounting Division
Apr. 2020
Director and in charge of Finance and IR OfficeHidenori Miyamoto
and Accounting Division(February 23, 1962)
June 2020
Managing Director and in charge of Financeand IR Office and Accounting Division
Reelection
7,894 shares
Apr. 2021
Managing Director, Head of DX Promotion
Office, and in charge of Finance and IR Office
Number of attendance at theand Accounting Division
Board of Directors meetings
Apr.
2022
Director, Managing Executive Officer, Head of(12 out of 13 meetings)
DX Promotion Office, and in charge of Financeand IR Office and 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.
Apr. 1987
Joined the Company
Oct. 2008
General Manager of Design Division II, Bridge
Production Headquarters of Yokogawa Bridge
Corp.
June 2016
Director and Senior General Manager of Design
Headquarters of Yokogawa Bridge Corp.
June 2019
Director, Senior General Manager of General
Affairs Headquarters, and Senior General
Manager of Technology Headquarters of
Akihito Yoshida
Yokogawa Bridge Corp.
(July 24, 1962)
June 2020
Director, Managing Executive Officer, Senior
New election
General Manager of General Affairs
5,920 shares
Headquarters, Senior General Manager of
Number of attendance at theTechnology Headquarters, and in charge ofBoard of Directors meetings
Advanced Engineering Business Division ofn/a
Yokogawa Bridge Corp.
Apr. 2022
Director and President, Executive Officer of
Yokogawa Bridge Corp. (current position)
Executive Officer of the Company (current
position)(to the present)[Significant concurrent positions outside the Company]
President and Representative Director, and Executive Officer of
Yokogawa Bridge Corp. (scheduled to be appointed)[Reasons for nomination as candidate for Director]
Akihito Yoshida has been involved in the management of the Company in the bridge business as Director and President,
Executive Officer of a Group company, and has a wealth of experience, achievements and broad knowledge of overallmanagement. The Company, therefore, has appointed him as a candidate for election as Director of the Company in
expectation of his continued contribution to further enhancement of the corporate value of the Group.

- 10 -

Candidate
No.

Name (Date of birth)

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

5

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)
June 2019
Managing Director of Yokogawa System
Buildings Corp.
Reelection
9,382 shares
Apr. 2020
Managing Director and Head of ICT Promotion
Office of Yokogawa System Buildings Corp.
Number of attendance at theJune 2020
Director of the Company
Board of Directors meetings
Representative Director, President and(13 out of 13 meetings)
Executive Officer of Yokogawa System
Buildings Corp. (current position)
Apr. 2022
Director and Executive Officer of Yokogawa
System Buildings Corp. (current position)(to the present)[Significant concurrent positions outside the Company]
Representative Director, President and Executive Officer of
Yokogawa System Buildings Corp.
[Reasons for nomination as candidate for Director]
Kazuya Kuwahara has been involved in the management of the engineering-related business as Director of theCompany and Representative Director, President and Executive Officer of a Group company, and has a wealth ofexperience and 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.

- 11 -

Candidate
No.

Name (Date of birth)

Career summary, position, and responsibilities in the Company
Apr. 1982
Oct. 2010

6

7

Number of theCompany’s shares
ownedJoined the Company
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.
June 2016
Director of Yokogawa Techno-Information
Service Inc.
Akira Kobayashi
June 2017
Director of the Company(October 14, 1959)
President and Representative Director of
Yokogawa Techno-Information Service Inc.
Reelection
8,604 shares
June 2020
Representative Director, President andExecutive Officer of Yokogawa TechnoNumber of attendance at theInformation Service Inc. (current position)
Board of Directors meetings
Apr. 2021
Director and Head of Information Planning(13 out of 13 meetings)
Office of the Company
Apr. 2022
Director, Executive Officer, and Head ofInformation Planning Office of the Company(current position)(to the present)[Significant concurrent positions outside the Company]
Representative Director, President and Executive Officer of
Yokogawa Techno-Information 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 Representative Director, President and Executive Officer of a Group company, and has a wealth ofexperience and achievements 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 to further enhancement of the corporate value of the Group.
Apr. 1975
Joined Mitsubishi Rayon Co., Ltd.
June 2005
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
Yasunori Kamei
Co., Ltd.
(September 5, 1952)
June 2010
Executive Officer of Mitsubishi Rayon Co.,Ltd.
Reelection
President and CEO of Dia-Nitrix Co., Ltd.
OutsideApr. 2013
Executive Officer in charge of AN Business
2,100 shares
Independent
Bloc of Mitsubishi Rayon Co., Ltd.
Apr. 2015
Advisor of Mitsubishi Rayon Co., Ltd.
Number of attendance at theMar. 2016Retired from Mitsubishi Rayon Co., Ltd.
Board of Directors meetings
June 2016
Outside Director of the Company (current(13 out of 13 meetings)
position)Jan. 2021
President & CEO of Kenko Corporation(current position)(to the present)[Significant concurrent positions outside the Company]
President & CEO of Kenko Corporation[Reasons for nomination as candidate for Outside Director and outline of expected roles]
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 in expectation
for his provision of supervision, advice, etc. on decision making by the Company’s Board of Directors and theexecution of Directors’ duties by utilizing his considerable business experiences and extensive insight.

- 12 -

Candidate
No.

Name (Date of birth)

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

8

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.
Reelection
June 2013
Director, Senior Executive Officer (Jomu), andOutsidePresident of Mining Business Unit and ICT
900 shares
Independent
Business Unit of Komatsu Ltd.
Apr. 2016
Director and Senior Executive Officer (Senmu)
Number of attendance at theof Komatsu Ltd.
Board of Directors meetings
June 2018
Advisor of Komatsu Ltd. (current position)(13 out of 13 meetings)
Apr. 2020
Trustee, Kanazawa University, a national
university corporation (part-time) (current
position)
June 2020
Outside Director of the Company (current
position)(to the present)[Significant concurrent positions outside the Company]
Advisor of Komatsu Ltd.
Outside Director of LAND DATA BANK, Ltd.
Advisor of STANLEY ELECTRIC CO., LTD.
Trustee, Kanazawa University, a national university corporation(part-time)[Reasons for nomination as candidate for Outside Director and outline of expected roles]
Kazunori Kuromoto has served in a number of positions, including Executive Officer of Komatsu Ltd., during his
career. The Company, therefore, has appointed him as a candidate for reelection as Outside Director in expectation forhis provision of supervision, advice, etc. on decision making by the Company’s Board of Directors and the execution of
Directors’ duties by utilizing his considerable business experiences and extensive insight about technology.

- 13 -

Candidate
No.

Name (Date of birth)

Career summary, position, and responsibilities in the Company
Apr. 1980
Apr. 2005

9Notes:

1.
2.
3.

4.

5.

Number of theCompany’s shares
ownedJoined Kajima Corporation
Senior Manager of Technology Development
Department Civil Engineering Management
Division
Apr. 2011
General Manager of the Intellectual Property
and License Department of Kajima Corporation
Feb. 2014
Advisor of the Intellectual Property and License
Department of Kajima Corporation
Sept. 2014
Retired from Kajima Corporation
Oct. 2014
Executive Director of Research Center for
Reinforcement of Resilience Function, National
Research Institute for Earth Science andDisaster Resilience (Independent
Reiko Amano
Administrative Agency)(January 21, 1954)(currently administered as National Researchand Development Agency)
Reelection
Apr. 2015
Auditor of the National Institute for
Outside300 shares
Environmental Studies (National Research andIndependent
Development Agency)
Apr. 2016
Executive Director of the National Research
Number of attendance at theInstitute for Earth Science and Disaster
Board of Directors meetings
Resilience (National Research and(10 out of 10 meetings)
Development Agency)
June 2016
Outside Director of East Japan Railway
Company (current position)
Sept. 2019
Auditor of Japan Atomic Energy Agency(National Research and Development Agency)(current position)
June 2021
Outside Director of the Company (current
position)(to the present)[Significant concurrent positions outside the Company]
Outside Director of East Japan Railway Company
Auditor of Japan Atomic Energy Agency (National Researchand Development Agency)[Reasons for nomination as candidate for Outside Director and outline of expected roles]
Reiko Amano, 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 Kajima Corporation, National Research Institute for Earth
Science and Disaster Resilience, National Institute for Environmental Studies and Japan Atomic Energy Agency. The
Company, therefore, has appointed her as a candidate for reelection as Outside Director in expectation for her provisionof supervision, advice, etc. on decision making by the Company’s Board of Directors and the execution of Directors’
duties by utilizing her considerable business experiences and extensive insight about technology.
There is no special interest between any of the candidates and the Company.
Yasunori Kamei, Kazunori Kuromoto and Reiko Amano are the candidates for Outside Directors.
Yasunori Kamei, Kazunori Kuromoto and Reiko Amano are currently Outside Directors of the Company. Yasunori Kamei
will have been in office for six years, Kazunori Kuromoto for two years, and Reiko Amano for one year at the conclusionof this Annual General Meeting of Shareholders.
Pursuant to the provisions of Article 427, paragraph (1) of the Companies Act, the Company has entered into agreementswith Yasunori Kamei, Kazunori Kuromoto and Reiko Amano 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 forunder laws and regulations, and if they are reelected and assume office as Director, the Company plans to renew theagreements with them.
The Company has concluded a directors and officers liability insurance agreement provided for in Article 430-3, paragraph(1) of the Companies Act with an insurance company. If a claim for damages was submitted against the insured, including
the Company’s directors, during the policy period because of an action conducted by the insured, including the Company’s
directors, as duties of the Company’s officer, including the portions under special clauses, the said insurance agreement
shall compensate for legal compensation for damages, dispute expenses and other related costs to be borne by the insured,- 14 -

including the Company’s directors. If the candidates are elected, and assume office as Director, they will be included as
insureds in the said insurance agreement. In addition, the Company plans to renew the agreement with details of the same
degree at the time of next renewal.
6. The Company has submitted notification to the Tokyo Stock Exchange that Yasunori Kamei, Kazunori Kuromoto andReiko Amano have been designated as independent officers as provided for by the aforementioned exchange. If they are
reelected and assume office as Directors, the Company plans to submit notification concerning the continuation of their
appointment as independent officers. Until September 2014, Reiko Amano served as a person executing business in
Kajima Corporation, a business associate of the Company. However, taking into consideration the significant amount oftime that has passed since then, and in view of the nature of the transactions maintained with the company, the Company
deems her capable of performing the role of Outside Director from an independent standpoint.
7. The attendance of Reiko Amano at the Board of Directors meetings includes only the meetings held after her assumption
on June 25, 2021.

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(Reference) Skills Matrix for Director Candidates and Auditors
Skills/Experience/Specialization
Position

Name

Corporate
Management

Finance/
Accounting

Legal Affairs/
RiskManagement

Human
Resources/
LabourSustainability

Sales/
Marketing

R&D/DX

Kazuhiko○○○
TakataKiyotsugu○○○○
Takagi
Hidenori○○○○
Miyamoto
Akihito○○○YoshidaDirectors Kazuya○○○○
Kuwahara
Akira
○
○
○
○
Kobayashi
Yasunori
○
○
○
Kamei
Kazunori○○○
Kuromoto○○○
Reiko Amano
Ryogo
○
○
○
Hirokawa
Teruhiko○○
OhshimaAuditors Masashi○
Shishime○○○
Kazunori Yagi
Tomozo○○○Yoshikawa* Yasunori Kamei, Kazunori Kuromoto and Reiko Amano are the candidates for Outside Directors.
* Masashi Shishime, Kazunori Yagi, and Tomozo Yoshikawa are Outside Audit & Supervisory Board Members.

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Safety/Quality/
Production

○

○

○
○
○

○

Proposal No. 4

Partial amendment of the stock-based compensation plan for directors

In order to continue with the stock-based compensation plan for directors, the Company proposes to make a partial
amendment to the existing terms.
In its amended form, the amounts of compensation, etc. and other terms of this plan will be as follows.
1. Reasons for the proposal and reasons why the said compensation plan is appropriate
The Company introduced the stock-based compensation plan using a trust (in this proposal, “this plan”) with the approval of thestockholders at the 154th Annual General Meeting of Shareholders on June 27, 2018. At said Annual General Meeting of
Shareholders, the period covered was set to be three business years, from the business year ending the last day of March 2019 to thebusiness year ending the last day of March 2021; approval was obtained for paying out compensation, etc. through this plan to
Directors, excluding part-time Directors, in office during the said target period. Afterward, through a resolution of the Board of
Directors based on the resolution taken at said Annual General Meeting of Shareholders, the new target period was set to be threebusiness years, from the business year ending the last day of March 2022 to the business year ending the last day of March 2024,
and this plan was carried out for Directors, excluding part-time Directors, in office during the said target period; however, this
proposal is a request to change the Directors covered by this plan to “Directors other than Outside Directors.”
As explained at the 154th Annual General Meeting of Shareholders, held on June 27, 2018, this plan makes the connection between
the Company’s share price and remuneration for Directors more clear, and by having the Directors share the benefits and risks ofchanges in the share price with the shareholders, the goal is to increase the awareness of contributing to improving medium- to longterm results and increasing corporate value. This change will enable shares of the Company to be distributed to part-time Directors(excluding Outside Directors) who serve concurrently as Directors of subsidiaries; this will make the connection between theGroup’s share price and remuneration for Directors more clear, thus creating a system that will contribute to achieving the goals
above. For these reasons, it is considered to be appropriate.
The purpose of changing this plan is as shown above, and as shown in “(4) Remuneration, etc. for Directors and Audit & Supervisory
Board Members” in “3. Directors and Executive Officers of the Company” in the Business Report, the Company has set the decision
policy related to the contents of individual remuneration, etc. for Directors, and as if this proposal is accepted, there are no plans tochange said policy; this proposal is necessary and rational in order to pay out remuneration in line with said policy, and so thecontents of this proposal are considered to be appropriate.
Note that there are four Directors who will be covered by this plan at present; if their appointments are approved as per the draft in“Proposal 3. Election of Nine Directors,” then the number of Directors covered by this plan will become six.
2. Amount, content, etc. of remuneration in this plan following the change(1) Outline of this plan
The system that this plan uses was approved at the 154th Annual General Meeting of Shareholders, and the outline of this plan
after the changes by this proposal is as follows (changes are underlined; other items are not changed). Note that as per 1. above,a resolution of the Board of Directors has set a new target period, and in accordance with that, the trust period for the trust set
for operating this plan has been extended for three years.
1.

Persons eligible for this plan

2.

Target period

3.

4.
5.
6.
7.

Directors, excluding Outside Directors
From the business year ending last day of March 2022
to the business year ending last day of March 2024

In the extended trust period (3 years), the maximum amountof money the Company will contribute as funds to acquire the
Total: 240 million yen
Company’s shares required to provide shares to those eligible
persons in 1. above
By way of disposition of treasury stock or acquisition
Method to acquire Company sharesfrom the exchange market (including off-floor
trading)
The upper limit to the total number of points allocated to
70,000 points per business year
eligible persons in 1. above
Point allocation criteria
Points allocated according to position, etc.
Date of providing Company shares to eligible persons in 1.
In principle, when leaving their appointment
above

Note that when the trust period ends (if the trust period is extended and this plan is continued in accordance with the procedures
below, then the end of that extended trust period), every time the Company’s Board of Directors decides, a new target period
shall be set for the duration of not more than three fiscal years, then the trust period shall be extended by the duration of not
more than three years (this includes de facto extending the trust period by relocating the assets of this trust to a trust set by theCompany that has the same purpose as this trust. The same applies hereafter), and this system may continue. In this event, as- 17 -

funding to obtain additional shares of the Company required to provide to Directors under this plan, the Company shall makeadditional contributions to this trust of monies not in excess of the amount obtained by multiplying 80 million yen by the
number of years that the trust period has been extended. In addition, in this event, the target period shall be extended to matchthe extension of this plan and the trust period, and within the extended trust plan period, the points allocation and the provisionof Company shares described below (2) will continue.
In addition, even if the target period is not extended and this plan is not continued as noted above, and if there are any Directors
who have not finished their appointments while still having had points allocated when the trust period ends, the trust period of
this trust may be extended until said Directors have finished their appointments and the provision of Company shares has been
completed.
(2) Calculation method and upper limit for Company shares provided to Directors(i) Method, etc. for allocating points to Directors
In accordance with the Share Provision Regulations set by the Company’s Board of Directors, the Company allocatespoints to its Directors on the date of points allocation set in the Share Provision Regulations during the trust period and inaccordance with the rank, etc. of each Director.
However, the total number of points allocated by the Company to its Directors is not to be more than 70,000 points in asingle business year.
(ii) Provision of Company shares in accordance with the number of points allocatedDirectors shall be provided with Company shares according to the number of points allocated in (i) above and in line withthe procedure in (iii) below. However, if Directors leave their position for personal reasons, they shall lose all or part ofthe points allocated to that stage and will not be able to receive Company shares equivalent to the points lost.
Note that one point is equivalent to one share of the Company. However, with regard to Company shares, when an event
happens whereby it is considered rational to adjust the number of Company shares that are to be allocated, including share
splits, reverse share splits, gratis allotment of shares, etc., the number of Company shares per point may be adjusted basedon the split ratio/reverse split ratio, etc.
(iii) Provision of Company shares to Directors
Directors are provided from this trust with the Company shares in (ii) above as beneficiaries of this trust, in principle, by
obtaining their beneficial interest in the trust through the prescribed procedures upon leaving their position.
However, a certain percentage of Company shares may be provided in cash after being sold and converted into money inthis trust for the Company to withhold the funds needed to pay withholding income taxes, etc. In addition, in the eventthat Company shares in this trust are converted, such as when Company shares in the trust are tendered to a tender offerand settled, etc., cash may be provided in lieu of Company shares.
(3) Exercise of voting rights
Voting rights related to Company shares in this trust will be uniformly not exercised in accordance with the directions of a trust
manager independent from the Company and its Directors. Following such a method is intended to ensure impartiality regarding
Company management with respect to the exercise of voting rights related to Company shares in this trust.
(4) Handling of dividends
Dividends related to Company shares in this trust will be received by the trust and used to pay for the acquisition of Company
shares and the trustee’s custodian fees related to this trust.

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